/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210504.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 4, 2021, Vol. 25, No. 123 Headlines 120 YORK: Seeks Permission to Use Cash Collateral 893 4TH AVENUE: Membership Interests Slated for May 10 Auction AARNA HOTELS: Seeks Cash Collateral Access AEROCENTURY CORP: May 20 Auction of All or Substantially All Assets ALAMO DRAFTHOUSE: Court Okays Employee Bonuses in Chapter 11 ALGOZINE MASONRY: Seeks to Use Cash Collateral Thru July 28 APPLIED ENERGETICS: Amended Deal Allows Westpark to Buy More Shares AUTOMOTORES GILDEMEISTER: Enters Noteholder Agreement with Baion AVERY EQUIPMENT: Avery Asphalt Proposes Auction Sale of 5 Vehicles BOY SCOUTS: Says Tort Claimants Can't Challenge $350M Note BRAD RAGAN RECYCLING: Case Summary & 20 Top Unsecured Creditors CANTERA COURT: Seeks Cash Collateral Access CARBONLITE HOLDINGS: Seeks to Extend Sale-Related Deadlines CHESAPEAKE ENERGY: Seeks to Sell Its South Texas Shale Assets CITY WIDE COMMUNITY: Case Summary & 20 Top Unsecured Creditors CORPORATE COLOCATION: Seeks to Hire Robert Yaspan as Legal Counsel COTTAGE CAR: May Use Cash Collateral Thru June 30 CRC MEDIA: May Use Cash Collateral Until May 31 CRESTWOOD HOSPITALITY: Seeks Access to Canyon Cash Collateral CYPRUS MINES: Tort Committee Hires Province as Financial Advisor CYPRUS MINES: Tort Committee Taps Campbell & Levine as Co-Counsel DARMA LLC: Case Summary & 5 Unsecured Creditors DELTA MATERIALS: Wins 30-Day Access to Cash Collateral DOUBLE D GROUP: Unsecureds to Get $25,000 Under Plan DR. EDUARDO GONZALEZ: U.S. Trustee Unable to Appoint Committee EARTH FARE: Unsecureds Owed $132M Out of Money in Plan ELECTROTEK CORP: Unsecured Creditors Will Recover 10% Under Plan EVOSITE LLC: Files Emergency Bid to Use Cash Collateral FAIRBANKS CO: Reaches Travelers Settlement Agreement; Amends Plan FIG & OLIVE: Approved Plan Keeps 4 Restaurants Open FOX SUBACUTE: Gets Court OK to Access Cash Thru July 23 FREESTONE RESOURCES: Gets Notice of Foreclosure Sale of Collateral FRESH ACQUISITIONS: U.S. Trustee Appoints Creditors' Committee FRICTIONLESS WORLD: Objections Resolved; Plan Confirmed FRONTIER COMMUNICATIONS: Exits Chapter 11 Successfully GAINCO INC: Files Emergency Bid to Use Cash Collateral GARRETT MOTION: Completes Chapter 11 Restructuring GARRETT MOTION: Court Confirms Reorganization Plan GDC TECHNICS: Files Emergency Bid to Use Cash Collateral GEORGE WASHINGTON: Unsecureds to Recover Less Than 1% in Plan GOOD DEED: Bid to Use Cash Collateral Declared Moot GRAVITY HOLDINGS: Unsecureds to Be Paid from State Action Proceeds GVS PORTFOLIO: May 5 Deadline Set for Panel Questionnaires HARRAH WHITES: Unsecureds to Recover 100% Plus Interest in 5 Years HERITAGE RAIL: Trustee Selling Two Rail Cars to TRBMNR for $281K HOPLITE INC: U.S. Trustee Appoints Creditors' Committee HWY 24 LUMBER: Court Conditionally Approves Disclosure Statement IMPRESA HOLDINGS: Unsecureds Recover 5% to 12.5% in Wind-Down Plan INCEPTION MINING: Swings to $2.3 Million Net Income in 2020 INPIXON: Acquires Assets of Visualix INTERSTATE COMMODITIES: Unsecureds Get What's Left of Sale Proceeds KC EQUIPMENT: Unsecured Creditors to Get $500 in 60 Months KERWIN BURL STEPHENS: Seven Ten Buying Godley Land for $1.9M Cash LARADA SCIENCES: Seeks to Hire Lewis Brisbois as Corporate Counsel LARADA SCIENCES: Seeks to Hire Thayne Davis as Special Counsel LARADA SCIENCES: Taps Arcturus as Commercial Litigation Counsel LEE DILL: Obtains Court Approval to Use Cash Collateral LUXURY OUTER: Nationstar Doesn't Consent to Claim Treatment MEADE INSTRUMENTS: Plan to Send Assets to Rival Orion Okayed MERITAGE COMPANIES: Heat Pho Buying North Ogden Property for $429K METRONOMIC HOLDINGS: OLLIE Dev't Buying Miami Property for $425K MILLENIUM 47C: Unsecured Creditors Will Recover 100% in Plan MOBITV INC: Court Approves $15.5M DIP Loan on Final Basis MOUNTAIN RIDGE: May Use Bank's Cash Collateral MTN INFRASTRUCTURE: Cox Transaction No Impact on Moody's B2 CFR NEAL STUBBS: Selling Two County 5 Osa Properties for $1.6 Million NEOVASC INC: Provides Reducer Reimbursement Progress Update NEW YORK CLASSIC: U.S. Trustee Appoints Creditors' Committee ORIGINCLEAR INC: Signs Exchange Deals With Preferred Stockholders PARADISE REDEVELOPMENT: Case Summary & 2 Unsecured Creditors POLAR US: Moody's Lowers CFR to B3 on Weak Credit Metrics PORTILLO'S HOLDINGS: Moody's Hikes CFR to B3 on Improved Earnings PROFESSIONAL FINANCIAL: Namms Buying Encino Property for $5 Mil. PURDUE PHARMA: DOJ Watchdog Bares Its Teeth at BigLaw in Chapter 11 PURDUE PHARMA: NAS Group Opposes PI Trust Payout Procedures PURDUE PHARMA: Opioid Abatement Trusts to Get $5B Value in Plan QBS PARENT: Moody's Upgrades CFR to B3, Outlook Stable RECRUITER.COM GROUP: Incurs $17 Million Net Loss in 2020 REVLON INC: Citi Urges Court to Overturn $500M Transfer Decision ROYAL BLUE: Seeks Access to Cash Collateral on Final Basis SECURE HOME: May 5 Deadline Set for Panel Questionnaires SECURE HOME: Unsecureds Will Recover Nothing in Prepack Plan SM ENERGY: Incurs $251.3 Million Net Loss in First Quarter SOLOMON EDUCATION: Obtains Permission to Use Cash Collateral SOUTHERN CLEARING: Unsecureds Will be Paid Monthly for 36 Months SOUTHERN PRODUCE: Ron Cottle Buying Faison Property for $10K SRI VARI: Seeks Cash Collateral Access STONEMOR INC: Prices Offering of $400 Million Senior Secured Notes TIDEWATER ESTATES: Bertuccis Buying Hancock County Asset for $1.1M TRUCKING AND CONTRACTING: May 25 Plan Confirmation Hearing Set UA INVESTMENTS: Case Summary & 11 Unsecured Creditors VIDEOMINING CORP: Seeks Bridge Funds, DIP Loan Maturity Extension VILLA TAPIA: Court Approves Disclosure Statement VISTAGEN THERAPEUTICS: Appoints Dr. Joanne Curley as Director VISTAGEN THERAPEUTICS: Has 190.2 Million Outstanding Common Shares WASHINGTON PRIME: Forbearance Extended Until May 5 WATERVILLE-MONCLOVA: Wins Cash Collateral Access WATKINS NURSERIES: Says Claim Amount Listed Is Incorrect WB SUPPLY: U.S. Trustee Appoints Creditors' Committee WEINSTEIN CO: Bad Paperworks Stalled Los Angeles Extradition WESTERN HERITAGE: US Trustee Asks for Liquidation Analysis XG SCIENCES: Delays Filing of 2020 Annual Report ZION OIL: Incurs $7 Million Net Loss in 2020 [] Ch.11 Debtors With Confirmed Plans Are Eligible for PPP Loans [^] Large Companies with Insolvent Balance Sheet ********* 120 YORK: Seeks Permission to Use Cash Collateral ------------------------------------------------- 120 York, LLC asked the Bankruptcy Court to authorize use of cash collateral to pay for utilities, insurance, and other operating expenses. The Debtor said it will incur additional expenses for payments to professionals, and for quarterly fees owed to the Office of the U.S. Trustee, as a result of the Chapter 11 filing. The Debtor's eight-month profit and loss through December 2021 provided for $7,586 in total rental income and $5,375 in total expenses for the month of May 2021. A copy of the profit and loss statement is available for free at https://bit.ly/334YbZO from PacerMonitor.com. The Debtor said it would propose to provide Kinsley Construction, Inc., with a replacement lien in post-petition rents and cash collateral to the extent of Kinsley's interest in the pre-petition cash collateral, in the event the Court determines that Kinsley has a lien on the Debtor's rents. To the extent Kinsley is secured in cash collateral, the Debtor proposes to grant Kinsley an administrative claim superior in priority to all other administrative claims (except for claims of professionals in this case and fees owed to the U.S. Trustee), to the extent that the replacement lien is insufficient to adequately protect Kinsley for any diminution resulting from the Debtor's use of cash collateral and other assets upon which Kinsley has a pre-petition lien. Kinsley holds a first priority mortgage on the Debtor's real property located at 210 York Street, York, Pennsylvania. The Debtor's real property consists of a large office warehouse and manufacturing facility and several homes located on separate parcels. The Debtor believes that Kinsley may not have a lien on the cash collateral. The Debtor filed the motion out of an abundance of caution so as to assure that it has the right to continue using its rents as they are collected. A copy of the motion is available for free at https://bit.ly/2QE6jOi from PacerMonitor.com. About 120 York, LLC 120 York, LLC is a corporation engaged in owning and managing real estate in Central Pennsylvania. The Debtor filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 21-00945) on April 27, 2021. As of the Petition Date, the Debtor estimated between $10 million and $50 million in both assets and liabilities. William Hynes, manager, signed the petition. CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C., represents the Debtor as counsel. 893 4TH AVENUE: Membership Interests Slated for May 10 Auction -------------------------------------------------------------- 5AIF Sycamore 2 LLC ("secured party") will offer for sale, at public auction, all member and other equity interests in and to 893 4th Avenue Lofts LLC ("debtor") on May 10, 2021, at 2:00 p.m. (EST), by remote auction via Cisco WebEx Remote Meeting: Meeting link: https://bit.ly/TKUCC893 Access Code: 126-97302811 Password: TKUCC893 (85822893 from phones and video systems) Call-in number: (415) 655-0001 The sale will be conducted by Matthew D. Mannion of Mannion Auctions LLC. Interested parties who do not contact the secured party's counsel prior to the sale will not be permitted to enter a bid. Vivian M. Arias, Esq. Thompson & Knight LLP 900 Third Avenue 20th Floor New York, NY 10022 Tel: (212) 751-3325 Email: vivia.arias@tklaw.com 893 4th Avenue Lofts LLC owns an apartment building in Brooklyn, New York. AARNA HOTELS: Seeks Cash Collateral Access ------------------------------------------ Aarna Hotels, LLC, asks the U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, for authority to use cash collateral on an interim basis in accordance with a formal budget. The Debtor requires the use of cash collateral to operate in the ordinary course of business. Because the amount and timing of all expenses cannot be predicted exactly, the Debtor proposes that it be considered in compliance with the Budget so long as it does not exceed the Budget by more than 10% per line item (on a cumulative basis). M2 Charlotte Airport LLC asserts a lien on the Debtor's real property holdings and fixtures, as well as all the Debtor's tangible and intangible personal property (including rents) securing an aggregate debt of approximately $19,853,000. The Debtor is informed that M2C acquired the underlying loan documents from the Debtor's prior lender, Georgia's Own Credit Union, in March 2021. The Debtor owns and operates an Aloft branded hotel in Charlotte, North Carolina. The Debtor's revenues are derived from rentals of its guest rooms and related physical facilities. The Debtor also provides food service and restaurant amenities, laundry, telephone and internet services, a gym, and a swimming pool. The Debtor's assets primarily consist of the real property located at 3928 Memorial Parkway, hotel related furniture, fixtures, and equipment, food and beverage inventory, and accounts receivable. The Debtor held bank deposits of approximately $188,000 as of the Petition Date, and a modest amount of inventory. The anticipates scheduled unsecured claims will total roughly $275,000. The Debtor says M2C is substantially oversecured based on the value of the Debtor's real property and furniture, fixtures, and equipment alone. The Debtor submits that the market value of its operating assets as of the Petition Date is at least $25,500,000, resulting in an equity cushion of over 20%. Due to the emergency nature of the Debtor's bankruptcy filing, counsel has not yet had a full opportunity to review all of the promissory notes, deeds of trust, assignments, security agreements, financing statements, and other documents memorializing M2C's asserted claim. The Debtor's revenue is derived from room rentals and related sales or services at its Aloft branded hotel. To the extent that the Debtor is using cash collateral, the funds would be encumbered by the liens of M2C. The Debtor contends that the use of cash collateral in the ordinary course of business, in and of itself, provides adequate protection in that it preserves the going concern value of the Debtor's business and, as a result, the value of the pre-petition collateral. Further, M2C is protected by a significant equity cushion in the Debtor's property. Given the nature of the collateral, it is unlikely that M2C's equity cushion will decrease during the interim period for which cash collateral use is requested. A copy of the motion is available for free at https://bit.ly/3nHWkmS from PacerMonitor.com. About Aarna Hotels, LLC Aarna Hotels, LLC is a limited liability company formed in 2017 under the laws of the State of North Carolina. The company owns and operates an Aloft branded hotel located at 3928 Memorial Parkway in Charlotte, North Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 21-30249) on April 29, 2021. In the petition signed by Anuj N. Mittal, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Laura T. Beyer oversees the case. Richard S. Wright, Esq. at MOON WRIGHT & HOUSTON, PLLC is the Debtor's counsel. AEROCENTURY CORP: May 20 Auction of All or Substantially All Assets ------------------------------------------------------------------- Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures proposed by AeroCentury Corp. and affiliated debtors in connection with the sale of all or substantially all of their aircraft and related assets to Drake Asset Management Jersey Limited, subject to overbid. The aggregate consideration for the purchase of the Equipment and the related Lease Documents will be an amount equal to the amount of the then-outstanding Secured Obligations as of the Closing Date. The Debtors are authorized to enter into the Stalking Horse Purchase Agreement with the Stalking Horse Bidder. The Stalking Horse Purchase Agreement is a Qualified Bid, and the Stalking Horse Bidder is a Qualified Bidder, for all purposes and requirements (including the Bid Requirements) pursuant to the Bidding Procedures. Pursuant to section 363(k) of the Bankruptcy Code, the Stalking Horse Bidder is authorized to credit bid any and all amounts due and owing to it under the Secured Obligations (as defined in the Stalking Horse Purchase Agreement). The Assignment Procedures will govern the assumption and assignment of the Designated Contracts in connection with the Sale, and any objections related thereto. Ten days prior to the Bid Deadline, the Debtors will file with the Court and serve on each Non-Debtor counterparty to any existing contract with the Debtor, the Notice of Assumption and Assignment. The Cure Cost/Assignment Objection Deadline is 14 days after Service of Notice of Assumption and Assignment. Five business days after entry of the Bidding Procedures Order, the Debtors will cause the Notice of Auction and Sale Hearing to be sent to the Notice Parties. In addition to the foregoing, five business days after entry of the Bidding Procedures Order, the Debtors will publish the Notice of Auction and Sale Hearing once in the national edition of the New York Times or another nationally circulated newspaper, with any modifications necessary for ease of publication, and post the Notice of Auction and Sale Hearing and the Bidding Procedures Order on the website of the Debtors' claims and noticing agent. As soon as reasonably practicable following conclusion of the Auction, the Debtors will file a notice on the Court's docket identifying the Successful Bidder(s) for the Assets and any applicable Next-Highest Bidder(s). The salient terms of the Bidding Procedures are: a. Bid Deadline: May 17, 2021, at 5:00 p.m. (ET) b. Initial Bid: The initial overbid amount will be an amount equal to the then-outstanding Secured Obligations as of the Closing Date, plus either: (i) $1 million, if the Bid is for a sale of substantially all of the Debtors' Assets subject to the Stalking Horse Purchase Agreement; (ii) 2.5% of the value listed in the Stalking Horse Purchase Agreement, if the Bid is for individual Assets subject to the Stalking Horse Purchase Agreement; or (iii) to the extent the Asset is not subject to the Stalking Horse Purchase Agreement, the bidders' highest and/or best Bid at the time of making such Bid. c. Deposit: 10% of the total cash and non-cash consideration of the Bid d. Auction: The Debtors will hold an open Auction three Business Days after the Bid Deadline telephonically, by videoconference, or at the offices of proposed counsel to the Debtors, Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, or such later time or such other place as the Debtors will designate upon consultation with the Consultation Parties in a filing with the Court and provide notice to all Qualified Bidders who have submitted Qualified Bids and to any creditors who indicated interest in attending the Auction. e. Bid Increments: Each Subsequent Bid at the Auction will provide net value to the estates in an amount to be announced at or prior to the Auction over the Starting Bid or the Leading Bid. f. Sale Hearing: May 25, 2021, at 2:00 p.m. (ET) g. Sale Objection Deadline: May 18, 2021, at 4:00 p.m. (ET) h. Closing: June 15, 2021 Notwithstanding any provision in the Bankruptcy Rules to the contrary, the stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived, and the Order will be effective immediately and enforceable upon its entry. A copy of the Bidding Procedures is available at https://tinyurl.com/3umn6a3k from PacerMonitor.com free of charge. About AeroCentury Corp. AeroCentury Corp. is engaged in the business of investing in used regional aircraft equipment and leasing the equipment to foreign and domestic regional air carriers. The Company's principal business objective is to acquire aircraft assets and manage those assets in order to provide a return on investment through lease revenue and, eventually, sale proceeds. The Company is headquartered in Burlingame, California. AeroCentury Corp. and affiliates JetFleet Holdings Corp. and JetFleet Management Corp. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021. Morrison & Foerster LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal advisor, and B Riley Securities, Inc., is serving as financial advisor and investment banker. Kurtzman Carson Consultants is the claims agent, maintaining the page http://www.kccllc.net/aerocentury ALAMO DRAFTHOUSE: Court Okays Employee Bonuses in Chapter 11 ------------------------------------------------------------ Law360 reports that Alamo Drafthouse Cinemas has received permission from a Delaware bankruptcy judge to pay up to $600,000 in employee bonuses, after arguing that the money is needed to keep workers on the job and performing until the theater chain's Chapter 11 sale goes through. On Thursday, April 29, 2021, U.S. Bankruptcy Judge Mary F. Walrath approved Alamo's motion to pay retention and performance bonuses to dozens of its more than 300 employees as the company prepares to make its case on Monday, May 3, 2021, for a sale of its assets. About Alamo Drafthouse The Alamo Drafthouse Cinema -- https://drafthouse.com -- is an American cinema chain founded in 1997 in Austin, Texas that is famous for its strict policy of requiring its audiences to maintain proper cinemagoing etiquette. Known for offering full meal and alcohol service at its theaters, the company also operates a movie merchandise store and an annual genre film festival, Fantastic Fest. Alamo Drafthouse had 41 locations as of March 31, 2021, with 23 of those locations ran by franchisees. On March 3, 2021, Alamo Drafthouse Cinemas Holdings, LLC and 33 affiliated companies filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 21-10474). Alamo Drafthouse was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Mary F. Walrath is the case judge. The Company tapped Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, Portage Point Partners as its financial adviser, and Houlihan Lokey Capital as its investment banker. Epiq Corporate Restructuring, LLC, is the claims agent. ALGOZINE MASONRY: Seeks to Use Cash Collateral Thru July 28 ----------------------------------------------------------- Judge James R. Ahler authorized Algozine Masonry Restoration, Inc., to use cash collateral through July 28, 2021, to pay for operating and administrative expenses and a carve-out for professional fees. As of the Petition Date, the Debtor owed these lenders who assert a blanket lien on all of the Debtor's assets: * Byline Bank, as successor to Ridgestone Bank, for $1,069,378 on account of a term loan granted to the Debtor, * Snap Financial for $256,946 under a revolving line of credit, * Kabbage Lending for $43,107, * Bank de Leon for $72,500 under a revolving line of credit, * Arch Capital for $62,950 due under a revolving line of credit, * Platinum Rapid Funding for $113,000 also under a revolving line of credit. Gilco Scaffolding asserts a junior lien on all of the Debtor's tools, equipment, vehicles, and officer materials on account of its claim for $114,474. The Court ruled that the Debtor will provide the Cash Collateral Creditors replacement liens on all of the Debtor's property of the same type and priority as the Cash Collateral Creditors' pre-petition collateral to the extent of any diminution, if any, in the value of the said property resulting from the Debtor's use of the cash collateral. The post-petition security will shall have priority, to the extent of the cash collateral diminution, over all other claims pursuant to Sections 503(b), 507(a) and 726(b) of the Bankruptcy Code, including fees to the U.S. Trustee. The Court directed the Debtor to pay Byline Bank (i) $2,800 on April 30, 2021, (ii) $2,500 on May 30, 2021, and (iii) $2,500 on June 30, 2021 as adequate protection. The Court will conduct a telephonic pre-trial status conference on July 21, 2021 at 9:30 a.m. A copy of the order is available for free at https://bit.ly/3xAWFMN from PacerMonitor.com. About Algozine Masonry Restoration Algozine Masonry Restoration, Inc., filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 16-23208) on Nov. 10, 2016. In the petition signed by David A. Algozine, vice president, the Debtor disclosed total assets at $217,951 and total liabilities at $3.11 million. The Debtor is represented by Allan O. Fridman, Esq., at the Law Office of O. Allan Fridman. The Debtor filed an Amended Plan and Disclosure Statement in January 2021. APPLIED ENERGETICS: Amended Deal Allows Westpark to Buy More Shares ------------------------------------------------------------------- Applied Energetics, Inc. (AERG) has amended its Master Services Agreement, dated as of July 16, 2018, with Westpark Advisors, LLC, pursuant to a First Amendment to Master Services Agreement. The amendment, which was effective April 21, 2021, grants Westpark Advisors options to purchase an additional 1,000,000 shares of AERG common stock, par value $0,001 per share, at an exercise price of $0.40 per share, in exchange for Westpark Advisors continued service to the company. The option vests over a period of three years from the date of the amendment. Otherwise, the other provisions of the agreement remain in force and unchanged. About Applied Energetics Headquartered in Tucson, Arizona, Applied Energetics, Inc. -- www.aergs.com -- specializes in the development and manufacture of advanced high-performance lasers, high voltage electronics, advanced optical systems, and integrated guided energy systems for prospective defense, aerospace, industrial, and scientific customers worldwide. Applied Energetics reported a net loss of $3.23 million for the year ended Dec. 31, 2020, compared to a net loss of $5.56 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $4.63 million in total assets, $2.93 million in total liabilities, and $1.70 million in total stockholders' equity. Henderson, Nevada-based RBSM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 12, 2021, citing that the company has suffered recurring losses from operations, will require additional capital to fund its current operating plan, and has stated that substantial doubt exists about the company's ability to continue as a going concern. AUTOMOTORES GILDEMEISTER: Enters Noteholder Agreement with Baion ---------------------------------------------------------------- Automotores Gildemeister SpA, et al., submitted a Second Amended Disclosure Statement for the Joint Prepackaged Plan of Reorganization dated April 29, 2021. The deadline for Holders of Claims relating to the 7.5% Notes due 2025 and Holders of the Unsecured Notes Claims and Related Party Claims to accept or reject the Plan is on May 18, 2021 unless the Debtors, with the prior consent of the Required Consenting Noteholders, and from time to time, extend the Voting Deadline. Holders of 7.5% Notes due 2025 will be entitled to vote both their 7.5% Notes due 2025 Secured Claims in Class 4 and their 7.5% Notes due 2025 Unsecured Deficiency Claims in Class 5. Prior to and after the commencement of solicitation, the Debtors actively engaged in negotiations and discussions with Baion Group, LLC, a Holder of the 7.5% Notes due 2025 and Unsecured Legacy Notes, regarding the treatment of claims under the Debtors' proposed Plan. As a result of continued negotiations among the parties, the Debtors, the Consenting Noteholders, and Baion agreed to certain modifications of the Plan, which are reflected in the Debtors' Amended Joint Prepackaged Chapter 11 Plan. On April 22, 2021, Baion executed that certain Additional Noteholder Restructuring Support Agreement (the "Additional Noteholder RSA"), by and among Baion and Gildemeister. On April 28, 2021, the Bankruptcy Court entered an order, authorizing the Debtors' entry into the Additional Noteholder RSA. With the addition of Baion, 94.0% of those who hold Claims in Class 4 (the 7.5% Notes due 2025 Secured Claims), and 82.7% of those who hold or will hold Claims in Class 5 (consisting of the 7.5% Notes due 2025 Unsecured Deficiency Claims, Unsecured Notes Legacy Claims and the Related Party Claims) have agreed to support the Plan. Class 5 consists of Unsecured Notes and Related Party Claims with 19.4% projected recovery. On the Plan Effective Date, the Unsecured Notes Claims shall be Allowed in the following amounts: (i) $111,796,081 of 7.5% Notes due 2025 Unsecured Deficiency Claims, (ii) $9,858,106 of 7.5% Notes due 2021 Claims, (iii) $23,205,373 of 8.25% Notes due 2021 Claims, (iv) $2,664,771 of 6.75% Notes due 2023 Claims which, in each case, for the Claims described in subclauses (i) through (iv) includes the aggregate principal amount of such Claims and any accrued and unpaid interest through the Petition Date. The Minvest Loan Claim shall be Allowed in the amount of $1,643,500, and the Share Purchase Agreement Claim shall be Allowed in the amount of $300,000. On the Plan Effective Date, in full and final satisfaction, settlement, release, discharge of and exchange for each Allowed Unsecured Notes and Related Party Claim, each Holder of an Allowed Unsecured Notes and Related Party Claim shall receive: * if such Holder is not a New Junior Tranche Secured Notes Substituting Creditor, $0.1939 in principal amount of the New Junior Tranche Secured Notes for each $1.00 of Allowed Unsecured Notes and Related Party Claims held by such Holder; or * if such Holder (i) voted to accept the Plan and (ii) affirmatively elects on its Letter of Transmittal on or prior to the Distribution Election Deadline to receive such Holder's New Junior Tranche Secured Notes Substitute Distribution (a "New Junior Tranche Secured Notes Substituting Creditor"): -- $0.1939 in Cash for each $1.00 of Allowed Unsecured Notes and Related Party Claims held by such New Junior Tranche Secured Notes Substituting Creditor subject to a total aggregate cap on all Cash distributions payable to all electing New Junior Tranche Secured Notes Substituting Creditors of $3,000,000; provided, that, to the extent the total Allowed Unsecured Notes and Related Party Claims held by all New Junior Tranche Secured Notes Substituting Creditors would result in Cash distributions under this clause exceeding the Cash Distribution Cap, the Disbursing Agent shall allocate the Cash distributions not exceeding the Cash Distribution Cap proportionally among the Allowed Unsecured Notes and Related Party Claims held by the New Junior Tranche Secured Notes Substituting Creditors; and -- $0.1939 in aggregate principal amount of New Junior Tranche Secured Notes for each $1.00 of Allowed Unsecured Notes and Related Party Claims for which no Cash distribution was made pursuant to clause 3.2(e)(3)(B)(i) due to the Cash Distribution Cap (together, (i) and (ii), a "New Junior Tranche Secured Notes Substitute Distribution"). Proposed Counsel to the Debtors: Jane VanLare Adam Brenneman CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2000 Facsimile: (212) 225-3999 About Automotores Gildemeister Headquartered in Santiago, Chile, Automotores Gildemeister SpA is one of the largest car importers and distributors in Chile and Peru operating a network of company-owned and franchised vehicle dealerships. Its principal car brand is Hyundai, for which it is the sole importer in both of its markets. For the last 12 months ended June 30, 2020, AG reported consolidated net revenues of $770 million, of which 95.2% correspond to sales in Chile and Peru, its key markets. Automotores Gildemeister SpA and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21010685) in New York on April 12, 2021. The Hon. Lisa G Beckerman is the case judge. Automotores was estimated to have $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. CLEARY GOTTLIEB STEEN & HAMILTON LLP, led by Jane VanLare, and Adam Brenneman, is the Debtors' counsel, and PRIME CLERK LLC is the claims agent. AVERY EQUIPMENT: Avery Asphalt Proposes Auction Sale of 5 Vehicles ------------------------------------------------------------------ Avery Asphalt, Inc., an affiliate of Avery Equipment, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the auction sale of the following five vehicles: a. 2008 International 7500 Dump Truck, VIN 1HTWPAZTX8J657664; b. 1993 Freightliner Truck Tractor, VIN 1FUYDSEB3PP434131; c. 1998 Chevrolet 3500 Utility Truck, VIN 1GBGC34RXWE198859; d. Blaw-Knox PF-875 Asphalt Paver, S/N 01093; and e. Blaw-Knox PF-875 Asphalt Paver, S/N 01147. The Debtor is one of a number of affiliated companies that have sought relief under Sub-Chapter V of Chapter 11 of the Bankruptcy Code. Avery Asphalt is the main operating company that installs, maintains, and improves roadways, parking lots, and other outdoor surfaces. The Debtor owns the equipment used in Avery Asphalt's business operations. Avery Holdings, LLC, owns the real estate utilized by the businesses. The Debtor desires to sell the Vehicles. Of the five Vehicles, the following three vehicles are titled vehicles: (a) the 2008 International 7500 Dump Truck; (b) the 1993 Freightliner Truck Tractor; and (c) 1998 Chevrolet 3500 Utility Truck. The remaining two Vehicles, both Blaw-Knox PF-8 75 Asphalt Pavers, are non-titled vehicles. The primary secured creditors in the case are Sunflower Bank, NA, Greenline CDF Subfund XXIII, LLC, and Colorado Department of Revenue. With respect to the Titled Vehicles, the Debtor remains in possession of the vehicle titles. The titles do not denote any security interest on the titles for the Titled Vehicles. Accordingly, the Titled Vehicles are an unencumbered asset of the estate. The Non-Titled Vehicles are subject to the liens of the Secured Creditors in the order of their priority and subject to Bankruptcy Code Section 506. The Debtor is asking Court authorization to sell the Vehicles pursuant to 1 1 U.S.C. Section 363 free and clear of all liens, claims and encumbrances. With respect to those Vehicles that are subject to a properly perfected security interest, such liens, claims and encumbrances will attach to the proceeds of the sale in the order of their priorities. The Vehicles are not being utilized by the Debtor or the affiliated Debtors Avery Asphalt nor Avery Holdings. The bankruptcy estate is unnecessarily incurring expense associated with the Vehicles, including storage, maintenance and insurance. Further, the value of the Vehicles depreciates with time. It is in the best interests of the bankruptcy estate and its creditors to sell the Vehicles. The sale of the Vehicles will provide a means of providing proceeds to satisfy obligations of the estate and generate proceeds for the benefit of creditors. Specifically, the net proceeds received by the estate from the sale of the Titled Vehicles will be used to pay down the secured claim of the Colorado Department of Revenue. The net proceeds received by the estate from the sale of the Non-Titled Vehicles will be used to pay down the first priority secured claim of Sunflower Bank. The sale of the Vehicles will be through a public auction to be conducted by Roller Auctions. There will be an inspection period of May 10 through 11, 2021 and the auction will be conducted on May 12, 2021. The Vehicles will be sold to the highest bidder. The expenses associated with the auction include a 10% commission, an emission testing expense of $60 and a title expense for the Titled Vehicles of $35 per vehicle. To effectuate the sale, the Debtor is seeking approval to enter into an Auction Consignment Contract. The Debtor requests authorization to utilize the proceeds from the sale of the Sale Property to pay the following: (i) the commission to Roller Auctions; (ii) the expenses associated with the emissions and tiles; (iii) the net sale proceeds from the sale of the Title Vehicles to the Colorado Department of Revenue; and (iv) the net sale proceeds from the sale of the Non-Titled Vehicles to Sunflower Bank. A copy of the Contract is available at https://tinyurl.com/nywznefm from PacerMonitor.com free of charge. About Avery Equipment, LLC Avery Equipment, LLC is located at 7770 Venture Street, Colorado Springs, CO 80951. Avery Equipment sought Chapter 11 protection (Bankr. D. Colo. Case No. 21-10800) on Feb. 19, 2021. The Debtor estimated assets in the range of $0 to $50,000 and $1 million to $10 million in debt. The Debtor tapped David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. as counsel. The petition was signed by Aaron Avery, manager. BOY SCOUTS: Says Tort Claimants Can't Challenge $350M Note ---------------------------------------------------------- Law360 reports that the Boy Scouts of America are asking a Delaware bankruptcy judge to deny a request by tort claimants to allow them to try and recategorize $350 million in intercompany debt, saying they don't have any claims worth pursuing. In an objection filed Thursday, the BSA said approving the tort claimants committee and future claimants representative's motion would waste estate resources in the pursuit of claims that are a combination of baseless and largely time-barred. "Rather than focus on preserving and maximizing the value of the Debtors' estates for Movants' constituents, Movants seek standing to further expend the estates' limited resources on prosecuting certain estate causes of action which the Debtors, in their reasonable business judgment, have determined not to pursue," the Debtors tell the Court. "[N]one of the claims in Movants' proposed complaint (the "Proposed Complaint") are colorable. Movants' attempt to recharacterize the promissory note between Arrow and the BSA (the "Arrow Note") fails on the facts and the law. The Arrow Note is not an equity investment (the applicability of which is questionable, as Arrow is a non-stock entity); rather it is debt issued to memorialize Arrow's obligation to repay the BSA on account of the proceeds of certain bond issuances used to finance the purchase and improvement of the Summit Property. Indeed, a review of the relevant documents—which Movants do not discuss—supports this conclusion. Movants' attempt to avoid the Arrow Note and other unspecified transfers as fraudulent is also misguided, since Movants fail to plead any facts showing that these transfers, certain of which were made as many as 10 years ago, meet the elements of either an actual or constructive fraudulent transfer under the Bankruptcy Code or applicable state law. And Movants' request for a declaratory judgment preserving their rights -- which at best seeks an advisory opinion, and at worst seeks to circumvent the Challenge Deadline under the Final Cash Collateral Order -- also fails." About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on February 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BRAD RAGAN RECYCLING: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Brad Ragan Recycling Inc. 1037 West Main St. Glasgow, KY 42141 Business Description: Brad Ragan Recycling Inc. is a manufacturer of rubber products. Chapter 11 Petition Date: May 1, 2021 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 21-10305 Judge: Hon. Joan A. Lloyd Debtor's Counsel: Darren K. Mexic, Esq. DARREN K. MEXIC P.O. Box 594 White House, TN 37188 Tel: 270-418-9633 E-mail: darren@darrenmexiclaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brad Ragan, the majority owner/president. 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/7U2XZVI/Brad_Ragan_Recycling_Inc__kywbke-21-10305__0001.0.pdf?mcid=tGE4TAMA CANTERA COURT: Seeks Cash Collateral Access ------------------------------------------- Cantera Court Complex, Inc., asks the U.S. Bankruptcy Court for the Southern District of Texas, Laredo Division, for authority to use cash collateral. The Debtor requires the use of cash collateral to pay the expenses associated with the operation of its real estate locations, as well as providing adequate protection payments to its lender, Falcon International Bank. On September 3, 2008, the Debtor entered into a Loan and Security Agreement with Falcon whereby the Debtor borrowed funds in the principal amount of $4,050,000 in connection with its commercial building Cantera Court Complex. Containing 37,360 square feet of rentable space, the Cantera Court Complex is located at 9802 McPherson Road in Laredo, Texas and is approximately 62% occupied, and continues to have tenants renew and sign up for new leases, despite the historical downturn that occurred in 2020 from Covid-19. The Cantera Court Complex is currently marketed for sale by Marcus & Millichap, and Cantera has worked with a realtor with Keller Williams in Laredo to market the McPherson Property's vacant units to prospective tenants. As of the Petition Date, the Debtor was indebted to Falcon in the aggregate amount of $4,138,184.60 under several loan documents. Falcon Bank accelerated the Commercial Loan and posted the Pre-Petition Collateral located at 9802 McPherson in Laredo, Texas, for foreclosure on May 4, 2021. The foreclosure will not take place due to the bankruptcy filing. The Falcon Commercial Claim, pursuant to Section 552(b) of the Bankruptcy Code, is also secured by security interests and liens in all post-petition revenues in any way related to the Pre-Petition Commercial Collateral, and all related proceeds and profits therefrom. On April 29, 2014, the Debtor, as Borrower, and Falcon, as Lender, entered into a Loan and Security Agreement, whereby the Debtor borrowed funds in the principal amount of $190,000 in connection with the residential property located at 2666 Vineyard Loop in Laredo, Texas. The Debtor anticipates that a buyer will purchase the property from Cantera and assume the Residential Loan with Falcon Bank, paying Cantera expected equity of $13,390 upon closing within 30 days of the Petition Date, subject to the Debtor's motion and the Court's approval. In exchange for the Debtor's use of the Cash Collateral, the Debtor would propose adequate protection payments to Falcon on the Loans equal to the contractual interest at the nondefault rate (in the amount of $23,290 per month) during the course of the Case. In addition, the Debtor will pay a tax and insurance escrow of $8,599 per month during the court of the Case. Should any of the residential properties be refinanced or assumed by other buyers with a payout to Cantera, the adequate protection payment will not include interest-only and escrow payments with respect to those notes/properties. The Debtor will also agree that Falcon will have valid first-priority replacement and additional liens and security interests, with priority over all other liens and security interests, save and except for the ad valorem tax liens of any Texas taxing authority, in and upon any and all assets of the Debtor, including, but not limited to, the Collateral, Cash Collateral and all assets described as Collateral in the Loan Documents. The replacement liens will be automatically perfected without necessity to any further filing by Falcon. A copy of the motion is available for free at https://bit.ly/3taXOHG from PacerMonitor.com. About Cantera Court Complex, Inc. Cantera Court Complex, Inc. is the owner and operator of Cantera Court Complex, one of the premier multi-tenant retail centers in Laredo, Texas. It also owns six residential properties doing business as BMW Creative Homes that are under contracts for deed. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-50044) on April 30, 2021. In the petition signed by Eric Lee Benavides, director, the Debtor disclosed up to $10 million in both assets and liabilities. Catherine S. Curtis, Esq. at PULMAN, CAPPUCCIO & PULLEN, LLP is the Debtor's counsel. Falcon International Bank, as Lender, is represented by: Richard E. Haynes III Trevino Haynes, PLLC 3910 E. Del Mar Blvd., Suite 107 Laredo, TX 78041-6661 E-mail: rhaynes@thlaw.us CARBONLITE HOLDINGS: Seeks to Extend Sale-Related Deadlines ----------------------------------------------------------- CarbonLite Holdings LLC and its affiliated debtors entered into a third stipulation with Bank Leumi USA, Orion Energy Partners Investment Agent, LLC, and UMB Bank, N.A., as agent to the DIP Lenders, to extend certain deadlines under the Final DIP Order and the Bid Procedures Order. The proposed extended dates are: * May 1, 2021 as the deadline to (i) designate Stalking Horse Bidder(S) and (ii) execute Stalking Horse Agreement(s), and to file (iii) Stalking Horse Bidder notice and (iv) proposed Sale Order. * May 6, 2021 as the deadline to object to Bid Protections for Stalking Horse Bidder(s); * May 12, 2021 as the deadline to submit Qualified Bids; * May 15, 2021 as the deadline to file Auction Notice; * May 17, 2021 as the Sale Auction(s); * May 19, 2021 at 5 p.m., as the deadline to file notice of Successful Bidder(s) and Backup Bidder(s); * May 24, 2021 at 4 p.m., as the deadline to object to Sale(s); * May 26, 2021 at 3 p.m., as the Sale Hearing and deadline for objections to adequate assurance for Non-Stalking Horse Bidders; * May 28, 2021 as the deadline for entry of Sale Order(s); * June 3, 2021 as the deadline to close transaction(s). A copy of the third stipulation is available for free at https://bit.ly/3ub0mGO from PacerMonitor.com. About CarbonLite Holdings CarbonLite processes post-consumer recycled polyethylene terephthalate (rPET) plastic products and produces rPET and polyethylene terephthalate (PET) beverage and food packaging products through its two business segments, the Recycling Business and PinnPack. CarbonLite Holdings, LLC and 10 of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10527) on March 8, 2021. CarbonLite P, LLC, an affiliate, estimated assets of $100 million to $500 million and debt of $50 million to $100 million. The Hon. John T. Dorsey is the case judge. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Reed Smith LLP as corporate counsel, and Jefferies LLC as investment banker. Stretto is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on March 23, 2021. The committee is represented by Blank Rome, LLP and Hogan Lovells US, LLP. CHESAPEAKE ENERGY: Seeks to Sell Its South Texas Shale Assets ------------------------------------------------------------- Sergio Chapa and Kiel Porter of Bloomberg News report that Chesapeake Energy Corp., the once mighty shale explorer that exited bankruptcy earlier this 2021, is seeking to sell oil-producing assets in South Texas for as much as $2 billion, according people familiar with the plan. The Oklahoma City-based producer is working with a pair of advisers to offer the assets in the Eagle Ford shale, said the people, asking not to be named because the discussions are private. Once known for its aggressive growth through acquisitions during the shale boom, Chesapeake joined other producers in filing for bankruptcy protection last year after the pandemic devastated demand for energy. About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NASDAQ: CHK) operations are focused on discovering and responsibly developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. CITY WIDE COMMUNITY: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- City Wide Community Development Corporation 21-30847 3730 S. Lancaster Rd., Suite 100 Dallas, TX 75216 Lancaster Urban Village Commercial, LLC 21-30848 3730 Lancaster Rd., Suite 100 Dallas, TX 75216 Lancaster Urban Village Residential, LLC 21-30849 3730 Lancaster Road, Suite 100 Dallas, TX 75216 Business Description: The Debtors are primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: April 30, 2021 Court: United States Bankruptcy Court Northern District of Texas Debtors' Counsel: Kevin S. Wiley, Sr., Esq. WILEY LAW GROUP, PLLC 325 N, St. Paul Suite 2250 Dallas, TX 75201 Tel: (214) 537-9572 Fax: (972) 498-5717 E-mail: kwiley@wileylawgroup.com Lancaster Urban Village Commercial's Estimated Assets: $1 million to $10 million Lancaster Urban Village Commercial's Estimated Liabilities: $1 million to $10 million Lancaster Urban Village Residential's Estimated Assets: $10 million to $50 million Lancaster Urban Village Residential's Estimated Liabilities: $10 million to $50 million City Wide Community's Total Assets: $12,026,657 City Wide Community's Total Liabilities: $10,332,946 The petitions were signed by Sherman Roberts, president and CEO. Copies of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5PZGJRA/Lancaster_Urban_Village_Commercial__txnbke-21-30848__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5UBF26Y/Lancaster_Urban_Village_Residential__txnbke-21-30849__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5GGKYYY/City_Wide_Community_Development__txnbke-21-30847__0001.0.pdf?mcid=tGE4TAMA List of City Wide Community's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Accrued Salaries Employees General $595,000 3730 S. Lancaser Rd. Operations Suite 100 Dallas, TX 75230 2. Ari-Tex Electric, LLC $20,000 1010 S. Greenville Ave. Allen, TX 75002 3. Catalyst Urban GP Liability $2,500,000 Development, LLC for Debt of Ltd. 5050 Spring Valley Rd. Partnership Suite 200 Dallas, TX 75244 4. City of Dallas $913,000 1500 Marilla Dallas, TX 75201 5. City of Dallas Unknown 1500 Marilla Dallas, TX 75201 6. City of Dallas Unknown 1500 Marilla Dallas, TX 75201 7. City of Dallas Developer's Fees Unknown 1500 Marilla Receivable Dallas, TX 75201 8. City of Dallas Interest Unknown 1500 Marilla Receivable Dallas, TX 75201 9. City of Dallas Due from Unknown 1500 Marilla Lancaster-Keist Dallas, TX 75201 Village 10. Department of Treasury Payroll Taxes $35,000 Internal Revenue Service Braden, TN 38010-0069 11. First Choice $35,000 Sales and Marketing Group 3180 Pearson Rd. Memphis, TN 38118 12. John R. Ames 2020 Tax $1,100,000 1201 Elm Street Claims Suite 2600 Dallas, TX 75270 13. John R. Ames Property $110,000 Tax Assessor- Taxes Dallas Collector County 1201 Elm Street Suite 2600 Dallas, TX 75270 14. Lineberger Goggan Blair & Property $22,000 Sampson Taxes Dallas 2777 Stemmons Fwy. County Suite 1000 Dallas, TX 15. Munch Hardt Legal Services $30,000 Ross Tower, Ste 3800 500 N Akard Dallas, TX 75201 16. Neal A. Walker Accounting $15,000 4040 N. Central Expwy. Services Dallas, TX 75241 17. Reginal Sherman Audit Fees $40,000 3730 S. Lancaster Rd. Suite 100 Dallas, TX 75230 18. Sands Surveying 3816 Opal and $6,839 Corporation Lisbon Village 2221 Justin Rd. 19. Staff Accountant General Operations $11,000 3730 S. Lancaster Rd. Suite 100 Dallas, TX 75216 20. T-Mobile One, LLC Construction $6,000 7817 Ivanhoe Ave. Suite 320 Apple Valley, CA 92307 CORPORATE COLOCATION: Seeks to Hire Robert Yaspan as Legal Counsel ------------------------------------------------------------------ Corporate Colocation, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Robert M. Yaspan as bankruptcy counsel. The firm will render these legal services: (a) negotiate with the Debtor's creditors; (b) assist the Debtor in the administration of its plan of reorganization; (c) assist the Debtor in the preparation of its bankruptcy schedules and statement of financial affairs; (d) prepare pleadings and attend bankruptcy court hearings; (e) advise the Debtor regarding its powers and duties in the continued operation of the management of its property; (f) prepare legal papers; and (g) perform all other legal services for the Debtor. The hourly rates of the firm's attorneys and staff are as follows: Robert M. Yaspan $595 Other Attorneys $475 Paralegals $110 - $240 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received retainer in the amount of $80,000 from the Debtor. Mr. Yaspan disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert M. Yaspan, Esq. Law Offices of Robert M. Yaspan 21700 Oxnard Street, Suite 1750 Woodland Hills, CA 91367 Telephone: (818) 774-9929 Facsimile: (818) 774-9989 Email: ryaspan@yaspanlaw.com About Corporate Colocation Corporate Colocation Inc. operates a large server farm that provides website services to about 25 subtenants that is located at 530 West Sixth St., Los Angeles, Calif. Corporate Colocation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12812) on April 7, 2021. In the petition signed by Jonathan Goodman, president, the Debtor disclosed $2,284,042 in assets and $5,041,445 in liabilities. Robert M. Yaspan, Esq., at the Law Offices of Robert M. Yaspan is the Debtor's legal counsel. COTTAGE CAR: May Use Cash Collateral Thru June 30 ------------------------------------------------- Judge Melvin S. Hoffman authorized Cottage Car Wash, LLC to use cash collateral on an interim basis through June 30, 2021, there being no objection to the motion. About Cottage Car Wash, LLC Cottage Car Wash, LLC is a Massachusetts Limited Liability Company that owns and operates a self-serve car wash at 36 Pine Street, Norfolk, Massachusetts. It has no employees and is run by its sole member, Michael Brabants. It was formed by Mr. Brabants in 2009, when it purchased a lot of land in Norfolk with the aim of building and operating a car wash. It took more than three years to obtain the necessary permits and build the car wash. It opened in March 2014, with higher-than-expected debt, in part caused by the delays. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 21-10596) on April 26, 2021. In the petition signed by Michael Brabants, manager, the Debtor disclosed $916,000 in assets and $1,481,676 in liabilities. David B. Madoff, Esq. at MADOFF & KHOURY LLP is the Debtor's counsel. CRC MEDIA: May Use Cash Collateral Until May 31 ----------------------------------------------- Judge Paul Sala authorized CRC Media West, LLC to use cash collateral on an interim basis until May 31, 2021, pursuant to the one-month budget, which provided for $17,500 in total expenses for May 2021. CRC Media entered into loan number 2900000251 with with Desert Financial Federal Credit Union on May 8, 2015, for a principal balance of $325,000, evidenced by a Promissory Note, Loan Agreement, General Security Agreement, UCC Financing Statement dated May 14, 2015. In addition, the Debtor guaranteed, and cross-collateralized with its own assets, the debts of its sister company, CRC Broadcasting. The Debtor's guarantees of CRC Broadcasting's debt are evidenced by Guaranty Agreements entered in connection with loan numbers 900000248, 2900000249, 2900000250 on May 8, 2015, and loan number 2900000422 on April 28, 2017. As of the petition date, the Debtor was and continues to be in default under the Loan Documents by, for example, failing to make payments under the Loan Documents when such payments came due. As a result of its own primary debts, and the debts of CRC Broadcasting that it guaranteed and secured, the Debtor owes Desert Financial no less than $1,477,963.67 under the Loan Documents as of February 28, 2020. The Debtor granted Desert Financial first-priority liens and senior security interests in all of Debtor's property, including cash, as security for the obligations. Judge Sala ruled that: * as adequate protection, Desert Financial is granted replacement liens on all of the Debtor's property after the Petition Date to the extent of any diminution in the value of Desert Financial's pre-petition collateral from and after the Petition Date. * the Replacement Liens also encumber estate property that otherwise would be unencumbered under Section 552 of the Bankruptcy Code. * Desert Financial is granted a super-priority administrative expense claim under Section 507(b) of the Bankruptcy Code to the extent the Replacement Liens do not adequately protect Desert Financial for any diminution of collateral, including cash collateral. * the Debtor must remit to Desert Financial at least $8,000 in aggregate on or before June 3, 2021. A copy of the order is available for free at https://bit.ly/2SddoFH from PacerMonitor.com. About CRC Broadcasting Company and CRC Media West CRC Broadcasting Company, Inc., is a broadcast media company based in Scottsdale, Ariz. CRC Broadcasting Company, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-02349) on March 6, 2020, listing under $1 million in both assets and liabilities. CRC Broadcasting Company's case is jointly administered with the Chapter 11 case of CRC Media West, LLC, which sought bankruptcy protection (Bankr. D. Ariz. Case No. 20-02352) on the same day as CRC Broadcasting. CRC Media West's is the lead case. Judge Paul Sala oversees the cases. Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., is the Debtors' legal counsel. Desert Financial, as lender, is represented by Kelly Singer, Esq., at Squire Patton Boggs (US) LLP. CRESTWOOD HOSPITALITY: Seeks Access to Canyon Cash Collateral ------------------------------------------------------------- Crestwood Hospitality LLC asked the Bankruptcy Court to (i) authorize interim use of cash collateral, and (ii) to allow the Debtor to maintain in the existing PPP account at Canyon Community Bank the proceeds of the loan the Debtor obtained from the Bank under an SBA Paycheck Protection Plan program. The Bank is the lender under an SBA Paycheck Protection Plan program loan financed on March 10, 2021. The Bank advanced to the Debtor $191,663 under the SBA Paycheck Protection Plan program, and as of April 29, 2021, there remained $101,997 on deposit with the Bank. The Bank is secured by the funds on deposit. As a necessary condition to the Bank's agreement to disburse funds, the Debtor will establish that Debtor will qualify for satisfaction of its PPP loan from the SBA, pursuant to Section 1106 of the CARES Act. So long as the Debtor has expended PPP loan proceeds on categories of expenses detailed in the CARES Act, the Loan will be deemed satisfied by the SBA, resulting in the SBA remitting the amount of forgiveness to the Bank for funds advanced under the PPP loan. The Parties agree that the Bank will directly disburse funds on account to a payroll account with a third party payroll service, or to the Debtor upon terms agreeable to Bank, in order to guarantee that the uses of the funds are consistent with the SBA's standards for Paycheck Protection Program. The Debtor has agreed to promptly apply to the SBA for forgiveness under the Program. A copy of the stipulated motion is available for free at https://bit.ly/2S9oNGy from PacerMonitor.com. Canyon Community Bank is represented by: Michael McGrath, Esq. MESCH CLARK ROTHSCHILD 259 North Meyer Avenue Tucson, AZ 85701 Phone: (520) 624-8886 Fax: (520) 798-1037 Email: mmcgrath@mcrazlaw.com ecfbk@mcrazlaw.com About Crestwood Hospitality LLC Crestwood Hospitality LLC, d/b/a Holiday Inn Express & Suites Tucson Mall, operates in the hotels and motels industry. Crestwood filed a Chapter 11 Petition (Bankr. D. Ariz. Case No. 21-03091) on April 23, 2021. In the petition signed by Sukhbinder Khangura, member and vice president, the Debtor estimated between $1 million and $10 million in assets, and between $10 million and $50 million in liabilities. SACKS TIERNEY P.A. represents the Debtor as counsel. Judge Brenda Moody Whinery is assigned to the case. CYPRUS MINES: Tort Committee Hires Province as Financial Advisor ---------------------------------------------------------------- The official committee of tort claimants appointed in Cyprus Mines Corporation's Chapter 11 case seeks approval from the U.S. Bankruptcy Court for the District of Delaware to retain Province, LLC as its financial advisor. The firm's services include: a. advising the committee and its legal counsel with respect to the Debtor's plan of reorganization; b. reviewing financial and other information furnished by the Debtor; c. advising the committee on the current state of the Debtor's Chapter 11 case; d. advising the committee in negotiations with the Debtor and other parties as necessary; e. participating as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and f. other activities agreed to by Province and approved by the committee and its legal counsel. The firm's standard hourly rates are as follows: Principal $900 - $1,050 Managing Director $740 - $850 Senior Director $650 - $740 Director $590 - $680 Vice President $520 - $590 Senior Associate $450 - $520 Associate $380 - $450 Analyst $250 - $380 Para Professional $185 - $225 Michael Atkinson, a principal at Province, disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Atkinson Province, LLC 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: +1 (702) 685-5555 Email: matkinson@provincefirm.com About Cyprus Mines Corporation Cyprus Mines Corporation is a Delaware corporation and a wholly-owned subsidiary of Cyprus Amax Minerals Co., which is an indirect subsidiary of Freeport-McMoRan Inc. It currently has relatively limited business operations, which include the ownership of various parcels of real property, certain royalty interests that generate de minimis revenue (e.g., less than $1,500 in each of the past two calendar years), and the ownership of an operating subsidiary that conducts marketing activities. Cyprus Mines is a predecessor in interest of Imerys Talc America, Inc. In June 1992, Cyprus Mines sold its talc-related assets to RTZ America Inc. (later known as Rio Tinto America, Inc.) through a two-step process. First, Cyprus Mines transferred its talc-related assets and liabilities (subject to minor exceptions) to Cyprus Talc Corporation, a newly formed subsidiary of Cyprus Mines, pursuant to an Agreement of Transfer and Assumption, dated June 5, 1992. Second, Cyprus Mines sold the stock of Cyprus Talc Corporation to RTZ pursuant to a Stock Purchase Agreement, also dated June 5, 1992 (as amended, the "1992 SPA"). The purchase price was approximately $79.5 million. Cyprus Talc Corporation was later renamed Imerys Talc America, Inc. By virtue of the 1992 ATA, the entity now named Imerys expressly and broadly assumed the talc liabilities of Cyprus Mines and its former subsidiaries that were in the talc business. Cyprus Mines filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 21-10398) on Feb. 11, 2021, listing between $10 million and $50 million in assets, and between $1 million and $10 million in liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtor tapped Reed Smith LLP, led by Kurt F. Gwynne, Esq., as bankruptcy counsel; Kasowitz Benson Torres, LLP as special conflicts counsel; and Prime Clerk LLC as claims agent. James L. Patton, Jr. was appointed as the future claimants' representative in the Debtor's Chapter 11 case. The FCR tapped Young Conaway Stargatt & Taylor, LLP as his bankruptcy counsel and Gilbert, LLP as his special insurance counsel. The U.S. Trustee for Regions 3 and 9 appointed an official committee of tort claimants on March 4, 2021. The tort committee is represented by Caplin & Drysdale, Chartered and Campbell & Levine, LLC. Province, LLC serves as the tort committee's financial advisor. CYPRUS MINES: Tort Committee Taps Campbell & Levine as Co-Counsel ----------------------------------------------------------------- The official committee of tort claimants appointed in Cyprus Mines Corporation's Chapter 11 case seeks approval from the U.S. Bankruptcy Court for the District of Delaware to retain Campbell & Levine, LLC. Campbell & Levine will serve as co-counsel with Caplin & Drysdale, Chartered, the other firm representing the tort committee in the Debtor's Chapter 11 case. The firm's services include: (a) providing legal advice regarding local rules, practices, and procedures; (b) reviewing and commenting on drafts of documents to ensure compliance with local rules, practices, and procedures; (c) filing documents as requested by committee counsel and coordinating for service of documents; (d) preparing certificates of no objection, certifications of counsel, and related documents; (e) preparing hearing binders of documents and pleadings, printing of documents and pleadings for hearings; (f) appearing in court and at any meeting of creditors; (g) monitoring the docket for filings and coordinating with Caplin & Drysdale and any other counsel to the committee on pending matters that need responses; (h) maintaining critical dates memorandum to monitor pending applications, motions, hearing dates and other matters and the deadlines associated with same and any necessary coordination for pending matters; and (i) providing additional support to Caplin & Drysdale, and any other counsel to the committee, as requested. The firm will be paid at these rates: Marla R. Eskin, Member $625 per hour Kathleen Campbell Davis, Member $550 per hour Mark T. Hurford, Of Counsel $450 per hour Jeff M. Quinn, Paralegal $150 per hour Julie Forrest, Paralegal $95 per hour Members $440 - $700 per hour Of Counsel $385 - $700 per hour Associates $240 - $300 per hour Paralegals $95 - $150 per hour Mark Hurford, Esq., at Campbell & Levine, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Marla R. Eskin (No. 2989) Mark T. Hurford (No. 3299) Kathleen Campbell Davis (No. 4229) Campbell & Levine, LLC 222 Delaware Avenue, Suite 1620 Wilmington, DE 19801 Telephone: (302) 426-1900 Fax: (302) 426-9947 Email: meskin@camlev.com mhurford@camlev.com kdavis@camlev.com About Cyprus Mines Corporation Cyprus Mines Corporation is a Delaware corporation and a wholly-owned subsidiary of Cyprus Amax Minerals Co., which is an indirect subsidiary of Freeport-McMoRan Inc. It currently has relatively limited business operations, which include the ownership of various parcels of real property, certain royalty interests that generate de minimis revenue (e.g., less than $1,500 in each of the past two calendar years), and the ownership of an operating subsidiary that conducts marketing activities. Cyprus Mines is a predecessor in interest of Imerys Talc America, Inc. In June 1992, Cyprus Mines sold its talc-related assets to RTZ America Inc. (later known as Rio Tinto America, Inc.) through a two-step process. First, Cyprus Mines transferred its talc-related assets and liabilities (subject to minor exceptions) to Cyprus Talc Corporation, a newly formed subsidiary of Cyprus Mines, pursuant to an Agreement of Transfer and Assumption, dated June 5, 1992. Second, Cyprus Mines sold the stock of Cyprus Talc Corporation to RTZ pursuant to a Stock Purchase Agreement, also dated June 5, 1992 (as amended, the "1992 SPA"). The purchase price was approximately $79.5 million. Cyprus Talc Corporation was later renamed Imerys Talc America, Inc. By virtue of the 1992 ATA, the entity now named Imerys expressly and broadly assumed the talc liabilities of Cyprus Mines and its former subsidiaries that were in the talc business. Cyprus Mines filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 21-10398) on Feb. 11, 2021, listing between $10 million and $50 million in assets, and between $1 million and $10 million in liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtor tapped Reed Smith LLP, led by Kurt F. Gwynne, Esq., as bankruptcy counsel; Kasowitz Benson Torres, LLP as special conflicts counsel; and Prime Clerk LLC as claims agent. James L. Patton, Jr. was appointed as the future claimants' representative in the Debtor's Chapter 11 case. The FCR tapped Young Conaway Stargatt & Taylor, LLP as his bankruptcy counsel and Gilbert, LLP as his special insurance counsel. The U.S. Trustee for Regions 3 and 9 appointed an official committee of tort claimants on March 4, 2021. The tort committee is represented by Caplin & Drysdale, Chartered and Campbell & Levine, LLC. Province, LLC serves as the tort committee's financial advisor. DARMA LLC: Case Summary & 5 Unsecured Creditors ----------------------------------------------- Debtor: Darma, LLC 723A North Slappey Blvd Albany, GA 31707 Chapter 11 Petition Date: May 3, 2021 Court: United States Bankruptcy Court Middle District of Georgia Case No.: 21-10254 Debtor's Counsel: Christopher W. Terry, Esq. BOYER TERRY LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Fax: (770) 200-9230 E-mail: Chris@boyerterry.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by John D. Hawkins, president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DMUYQMQ/DARMA_LLC__gambke-21-10254__0001.0.pdf?mcid=tGE4TAMA DELTA MATERIALS: Wins 30-Day Access to Cash Collateral ------------------------------------------------------ Judge Erik P. Kimball authorized Delta Materials, LLC and Delta Aggregate, LLC to use cash collateral on an interim basis for a period of 30 days. The Debtor will use the cash collateral to pay all necessary expenses in the ordinary course of business, pursuant to the budget. A copy of the order is available for free at https://bit.ly/3e5MGaw from PacerMonitor.com. Final hearing on the request is set for May 5, 2021 at 1:30 p.m. by video conference. About Delta Materials, LLC Delta Materials, LLC and Delta Aggregate, LLC filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-13191) on March 12, 2019. Delta Aggregate owns a property located at 9025 Church Road, Felda, Fla., having an appraised value of $22 million. At the time of filing, Delta Materials' assets totaled $22,006,491 and liabilities totaled $10,377,363. Delta Aggregate had total assets of $22,006,491 and total liabilities of $10,377,363. Judge Erik P. Kimball oversees the cases. The Debtors' counsel is Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, PA, in Boca Raton, Fla. DOUBLE D GROUP: Unsecureds to Get $25,000 Under Plan ---------------------------------------------------- The Double D Group, LLC, submitted a Plan and a Disclosure Statement. The Debtor's primary asset consists of real property located at 627 South 10th Street, Las Vegas, Nevada 89101. The Debtor is currently construction a multi-family complex on the Property. Construction is approximately 70% complete on the project. The Debtor estimates the current value of the Property to be $2,500,000. The Plan envisions a new equity contribution will be contributed by the Plan Proponent on or before the Effective Date. The New Equity Contribution will be used to fund and finalize the construction of the Property and such other uses as determined appropriate by the Plan Proponent for the effectuation of the Plan including payment of Administrative Claims. The Plan will treat claims as follows: * Class 3 consists of all Allowed Mechanic's Liens Claims and Subcontractor Claims. All Claimants holding Allowed Class 3 Claims shall be deemed unsecured creditors and receive a pro rata share of the Mechanic's Lien Payment Pool. The Mechanic's Lien Payment Pool shall be funded from the Reorganized Debtor's net operating income generated by the operations of the Property and such other funds as the Reorganized Debtor may designate or contribute. Class 3 is impaired. * Class 4 consists of all Allowed General Unsecured Creditors that are not deemed Allowed Mechanic's Liens Claims or Allowed Subcontractor Claims. All Claimants holding Allowed Class 4 Claims will receive their pro-rata share of $25,000 payable on the first anniversary of the Effective Date. Class 4 is impaired. All Equity Interests in the Debtor shall be extinguished upon the Effective Date of the Plan. The Plan Proponent shall fund the New Value Contribution by depositing cash sufficient to complete construction of the Project in a designated bank account. Attorneys for Debtor: Thomas H. Fell Anthony W. Austin Fennemore Craig, P.C. 300 South Fourth Street, Suite 1400 Las Vegas, Nevada 89101 Telephone: (702) 692-8000 E-mail: tfell@fennemorelaw.com E-mail: aaustin@fennemorelaw.com A copy of the Disclosure Statement is available at https://bit.ly/3eGAf4f from PacerMonitor.com. About The Double D Group The Double D Group, LLC, was formed in 2015 to develop real property in Downtown Las Vegas, Nevada. In 2015, it acquired title to a parcel of land located at 627 South 10th Street, Las Vegas, Nevada 89101 for the purpose of developing high-end apartments. The Property is currently approximately 70% completed. Double D owned in equal percentages by Jose Pichardo and Wadsworth Investment Group, LLC. The Double D Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-10343) on Jan. 26, 2021. Jose Pihardo, the managing member, signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Natalie M. Cox oversees the case. Fennemore Craig, P.C., is the Debtor's legal counsel. DR. EDUARDO GONZALEZ: 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 Dr. Eduardo Gonzalez-Hernandez MD PLLC, according to court dockets. About Dr. Eduardo Gonzalez-Hernandez MD Dr. Eduardo Gonzalez-Hernandez MD PLLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-12749) on March 24, 2021. At the time of the filing, the Debtor disclosed assets of $50,000 to $100,000 and liabilities of $1 million to $10 million. Judge Laurel M. Isicoff oversees the case. Peter Spindel, Esq., P.A. is the Debtor's legal counsel. EARTH FARE: Unsecureds Owed $132M Out of Money in Plan ------------------------------------------------------ Earth Fare, Inc., et al., filed a Combined Disclosure Statement and Plan for the liquidation of the Debtors' remaining Assets and distribution of the proceeds of the Assets to the Holders of Allowed Claims against the Debtors as set forth herein. Following the Sales, the Debtors are focused principally on efficiently winding down their businesses, preserving Cash held in the Estates, and monetizing their remaining Assets. The remaining Assets include, among other things, Cash, certain deposits, prepayments, credits and refunds, insurance policies or rights to proceeds thereof, Holdings' equity interests in Earth Fare, and certain Causes of Action. The Plan provides for the assets, to the extent not already liquidated, to be liquidated over time and the proceeds thereof to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan and the treatment of Allowed Claims described more fully herein. The Wind-Down Officer will effect such liquidation and distributions. The Debtors will be dissolved as soon as practicable after the Effective Date. The Plan Confirmation Hearing has been scheduled for May 26, 2021, at 11:00 a.m. (prevailing Eastern Time) at the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom 3, Wilmington, Delaware 19801 to consider (a) final approval of the Disclosure Statement as providing adequate information pursuant to section 1125 of the Bankruptcy Code and (b) confirmation of the Plan pursuant to Section 1129 of the Bankruptcy Code. Any objection to final approval of the Plan will be filed and served o later than May 19, 2021 at 4:00 p.m. (prevailing Eastern Time). The Plan will treat claims as follows: * Class 3: First Lien Facility Claims totaling $62,992,439 will recover 20% to 25% of their claims. The Allowed First Lien Facility Claims, shall receive, by no later than the Effective Date, the Class 3 Effective Date Payment Amount, plus after satisfaction of or reserve for all payments required to be made under the Plan, any cash of the Debtors that exceeds the Satisfaction Amount, up to the full face amount of the Allowed First Lien Facility Claims. * Class 4: Second Lien Facility Claims totaling $14,800,000 will recover nothing. * Class 5: General Unsecured Claims totaling $132,019,598 will recover nothing. The Plan will be implemented by, among other things, the continued existence of one of the Debtors solely for purposes of monetizing any remaining non-Cash Assets and any valuable Causes of Action, and the making of Distributions in accordance with the Plan. Counsel to the Debtors: Pauline K. Morgan M. Blake Cleary Sean T. Greecher Shane M. Reil YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1256 E-mail: EF@ycst.com A copy of the Combined Disclosure Statement and Plan is available at https://bit.ly/3t7wl9w from Epiq11, the claims agent. About Earth Fare Inc. Founded in 1975 in Asheville, N.C., Earth Fare, Inc. -- http://www.earthfare.com/-- is a natural and organic food retailer with locations across 10 states. It offers groceries and wellness and beauty products. Earth Fare and its affiliate, EF Investment Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10256) on Feb. 4, 2020. At the time of the filing, the Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; FTI Consulting, Inc. as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC as claims, solicitation and balloting agent. Malfitano Advisors, LLC provides disposition advisory services to the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Earth Fare, Inc. and EF Investment Holdings, Inc. The Committee retained Pachulski Stang Ziehl & Jones LLP, as counsel, and Alvarez & Marsal North America, LLC, as financial advisor. ELECTROTEK CORP: Unsecured Creditors Will Recover 10% Under Plan ---------------------------------------------------------------- Electrotek Corporation submitted a Plan and a Disclosure Statement. The total value of Debtor's assets is $7,106,605 consisting of real property, cash on hand and in bank accounts, deposits and prepayments, accounts receivable, inventory, office furniture, fixtures, and equipment, machinery and equipment and other assets All Allowed Secured Claimants will retain all their liens on any property securing their Claims. No Claimant shall be entitled to a pre-payment penalty if their Claim is paid early. Should the value of the Collateral securing a Secured Claim be less than the amount of the Claim, the Claim will be bifurcated into a Secured Claim equal to the value of the Collateral and an Unsecured Claim for the remainder. The Plan will treat claims as follows: * Class 3: Allowed Secured Claim of DJ Barbaria. This Claim shall not be paid anything until all Allowed Non-Insider Creditor Claims in other classes are paid as provided for in this Plan. Only then shall this Claim be entitled to payment from the Debtor. The Allowed Secured Claim shall accrue interest at 4.25% per annum from and after the Effective Date. This Claim shall retain its liens under this Plan. * Class 4: Allowed General Unsecured Claims: Class 4 Claimants shall receive 10% of the amount of their Allowed Claims, payable over 12 months in equal monthly installments commencing on the first day of the first month following the Effective Date and continuing on the first day of each month thereafter. These Claims are Impaired and entitled to vote on the Plan. * Class 5: Allowed Insider Claims. Class 5 shall consist of the Allowed Claims of Insiders of the Debtor. Class 5 Claims shall not be paid under this Plan. Class 5 Claimants are Impaired and are deemed to have rejected the Plan, but their claims will not be counted for or against Confirmation. Attorneys for the Debtor: Joyce W. Lindauer Kerry S. Alleyne Guy H. Holman Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 A copy of the Disclosure Statement is available at https://bit.ly/3t57KlT from PacerMonitor.com. About Electrotek Corporation Electrotek Corporation, a privately held company that manufactures electrical equipment and component based in Carrollton, Texas, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 21-30409) on March 8, 2021. Mike Swerdlow, chief financial officer, signed the petition. In the petition, the Debtor had estimated assets of between $1 million and $10 million and estimated liabilities of between $10 million and $50 million. Judge Michelle V. Larson oversees the case. Joyce W. Lindauer Attorney, PLLC serves as the Debtor's counsel. EVOSITE LLC: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- Evosite, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral on an emergency basis. The Debtor seeks to use the cash collateral for expenses in the proposed budget and any other unforeseeable expenses that may arise and pose a threat to the Debtor's continued operations. Specifically, the Debtor requests authority to use the cash collateral to pay up to 110% of each expense in the budget, so long as the total of cash collateral spent during the month does not exceed by more than 5% of that month's total. Frost Bank and U.S. Small Business Administration assert an interest in the cash collateral. The Debtor depends on the use of cash collateral for payroll and general operating expenses. Revenue is generated through the Debtors' manufacture of multi-screen consoles for oil and gas companies. The Debtor also manufactures office chairs for these consoles and would use the revenue to pay the budgeted expenses. The revenues will be deposited by Debtor in its DIP operating account pending entry of an order allowing use of cash collateral or consent by lien holders. A copy of the motion is available for free at https://bit.ly/33915MV from PacerMonitor.com. About Evosite, LLC Evosite, LLC is a manufacturer of control room furniture. It sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. S.D. Tex. Case No. 21-31450) on April 29, 2021. In the petition signed by Steve Will, president, the Debtor disclosed $410,441 in assets and $1,462,591 in liabilities. Robert C. Lane, Esq. at THE LANE LAW FIRM, PLLC, is the Debtor's counsel. FAIRBANKS CO: Reaches Travelers Settlement Agreement; Amends Plan ----------------------------------------------------------------- The Fairbanks Company along with the Official Committee of Asbestos Claimants and James L. Patton, Jr., in his capacity as the legal representative of individuals who might subsequently assert personal injury Demands against the Debtor, submitted a Disclosure Statement with respect to the First Amended Plan of Reorganization dated April 29, 2021. The primary source of initial cash funding for the Asbestos Trust will be the Liberty Mutual Settlement Proceeds, in the aggregate amount of $46,658,500.00, less certain adjustments as may be required by the Liberty Mutual Settlement Agreement, the National Union Settlement Proceeds, in the aggregate amount of $475,000.00, and the Travelers Settlement Proceeds, in the aggregate amount of $714,639.32, provided that the Liberty Mutual Settlement Agreement, the National Union Settlement Agreement, and the Travelers Settlement Agreement are approved by a Final Order of the Bankruptcy Court. Additionally, the Asbestos Trust will receive: 100 shares of the Reorganized Debtor's common stock, which shall be equal to 100% of the newly issued equity interests of the Reorganized Debtor, subject to certain restrictions set forth in the Plan; any Cash remaining in the Administrative Fund established pursuant to the Liberty Mutual Settlement Agreement after satisfaction of all liabilities for which the Administrative Fund was established; all rights and claims of Liberty Mutual against certain Asbestos Insurance Entities arising from Asbestos Claims; and rights against non-settling insurance companies. During the course of litigation concerning the allowance of the Travelers Claim, the Debtor and Travelers engaged in a parallel track of arm's length, good faith settlement negotiations in an effort to reach a global resolution of all disputes between the parties, including the Coverage Action and the Travelers Claim. The Travelers Settlement Agreement is the product of those negotiations. The Travelers Settlement Agreement resolves all claims of the Debtor and Travelers against each other in respect of each of the Travelers Insurance Policies, including all claims and causes of action asserted in the Coverage Action and the Travelers Claim. The material terms of the Travelers Settlement Agreement can be summarized as follows: * Travelers will pay a total of $714,639.32 to the Asbestos Trust plus waive and release its right to payment under the Travelers Claim within 30 days of the Effective Date and receipt of written confirmation from the Debtor that the conditions precedent set forth in the Travelers Settlement Agreement have been fulfilled. * The Travelers Insurance Policies will be sold back to Travelers free and clear of all liens, claims, encumbrances, and other interests of any person or entity, including rights, claims, and interests of the Debtor, all other parties, any other insurers, and any person claiming by, through or on behalf of the Debtor or any of the foregoing, and all limits of liability of the Travelers Insurance Policies, including all per occurrence and aggregate limits, will be deemed fully and properly exhausted. * The Debtor and Travelers will cease litigation of the Travelers Claim, and Travelers will not object to the Plan nor serve or compel any discovery in connection with the Chapter 11 Case, provided that (i) the Debtor does not include any provision in the Plan that adversely affects the rights, interests, or benefits of Travelers under the Travelers Settlement Agreement, and (ii) the Debtor does not act, or fail to act, in such a way that otherwise violates, or is contrary to, the agreements and covenants contained in the Travelers Settlement Agreement. * The Debtor and Travelers agreed to mutual releases for any and all claims relating to the Travelers Insurance Policies, including all claims and causes of action asserted in the Coverage Action and the Travelers Claim. The Debtor believes that the Travelers Settlement Agreement is fair and equitable and in the best interests of the Estate. Importantly, the settlement will avoid the risk of an adverse decision in the Coverage Action and on the Travelers Claim, which could reduce the insurance proceeds available or result in an Allowed Claim against the Estate, and avoid the costs of such litigation. The Debtor filed a motion with the Bankruptcy Court seeking approval of the Travelers Settlement Agreement pursuant to Bankruptcy Rule 9019 and certain related relief. Like in the prior iteration of the Plan, General Unsecured Claims in Class 3 totaling $26,000 will recover 100% of their claims. Each holder of an Allowed General Unsecured Claim will receive cash in an amount equal to its Pro Rata share of the General Unsecured Recovery Pool (Cash in the amount of $50,000) subject to a maximum Distribution to each holder of an Allowed General Unsecured Claim of 100% of the Allowed amount of such Claim. A full-text copy of the First Amended Plan dated April 29, 2021, is available at https://bit.ly/2RmoE2o from PacerMonitor.com at no charge. Counsel to Debtor: Paul M. Singer, Esq. Andrew J. Muha, Esq. Luke A. Sizemore, Esq. REED SMITH LLP 225 Fifth Avenue, Suite 1200 Pittsburgh, PA 15222 Telephone: (412) 288-3131 Facsimile: (412) 288-3063 E-mail: psinger@reedsmith.com amuha@reedsmith.com lsizemore@reedsmith.com William L. Rothschild OGIER, ROTHSCHILD & ROSENFELD, PC Sandy Springs Office 450 Winfield Glen Court Sandy Springs, GA 30342 Telephone: (404) 525-4000 Facsimile: (678) 381-1175 E-mail: br@orratl.com Counsel to the Official Committee of Asbestos Claimants: Kevin C. Maclay, Esq. Todd E. Phillips, Esq. CAPLIN & DRYSDALE, CHARTERED One Thomas Circle, N.W. Washington, D.C. 20005 Telephone: (202) 862-5000 Facsimile: (202) 429-3301 E-mail: kmaclay@capdale.com tphillips@capdale.com Leslie Pinyero JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Telephone: (404) 564-9300 Facsimile: (404) 564-9301 E-mail: lpinyero@joneswalden.com Counsel to the Future Claimants' Representative: Edwin J. Harron, Esq. Sara Beth A.R. Kohut, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6703 Facsimile: (302) 576-3298 E-mail: eharron@ycst.com skohut@ycst.com J. Robert Williamson SCROGGINS & WILLIAMSON, P.C. 4401 Northside Parkway Suite 450 Atlanta, GA 30327 Telephone: (404) 893-3880 Facsimile: (404) 893-3886 E-mail: rwilliamson@swlawfirm.com About The Fairbanks Company Incorporated in 1891, The Fairbanks Company -- http://www.fairbankscasters.com/-- is a Georgia corporation that manufactures customized material handling equipment in its more than 200,000-square-foot manufacturing and warehousing facility located in Rome, Georgia. The Fairbanks Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-41768) on July 31, 2018. In the petition signed by CEO Robert P. Lahre, the Debtor estimated assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Paul W. Bonapfel oversees the case. The Debtor tapped Reed Smith LLP as its bankruptcy counsel, and Ogier, Rothschild & Rosenfeld, PC, as its local counsel. Cohen & Grigsby, P.C., is the insurance coverage counsel. On Oct. 11, 2018, the U.S. Trustee for Region 21 appointed a committee, which is comprised of creditors who hold unsecured claims against the Debtor for personal injury or wrongful death resulting from exposure to asbestos or asbestos-containing products. The committee tapped Caplin & Drysdale, Chartered as its legal counsel, and Jones & Walden, LLC as its local counsel. On April 17, 2019, the court appointed James L. Patton Jr. as legal representative for persons who may in the future assert an asbestos-related personal injury claim against the Debtor. FIG & OLIVE: Approved Plan Keeps 4 Restaurants Open --------------------------------------------------- Alex Wolf of Bloomberg Law reports that upscale restaurant chain Fig & Olive, a nine-unit upscale Mediterranean concept that was struggling pre-coronavirus, won bankruptcy court approval to reorganize and continue operating four of its locations after weathering the pandemic and employment litigation. The company's bankruptcy plan, confirmed Friday, May 30, 2021, preserves hundreds of jobs and provides partial recoveries to unsecured creditors, Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York said. "This is actually quite a remarkable result for a restaurant in Covid," the judge said at a telephonic hearing. "This keeps the debtors alive and going forward in a viable way." About F&O Scarsdale F&O Scarsdale LLC and its affiliates own and operate 10 restaurants under the tradename Fig & Olive located throughout the New York City, DC, Chicago, Houston, and Los Angeles areas. On July 3, 2020, F&O Scarsdale and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22808). Judge Sean H. Lane oversees the case. The Debtors have tapped Davidoff Hutcher & Citron, LLP, as their legal counsel and CohnReznick, LLP as their financial advisor and accountant. FOX SUBACUTE: Gets Court OK to Access Cash Thru July 23 ------------------------------------------------------- Judge Henry W. Van Eck authorized Fox Subacute At Mechanicsburg, LLC and its affiliated debtors to use cash collateral on an interim basis through and including the earlier of: (a) July 23, 2021; or (b) the occurrence of an event of default. As condition to the Debtor's use of the cash collateral, the Court ruled that: * on or before the fifth day of each month during the twelfth interim period, the Debtors shall remit to PeoplesBank, A Codorus Valley Company, the amount of all accrued and unpaid interest under the Note, and $50,000, which amount will be applied to the principal balance outstanding under the Note. * on or before the fifth day of each month during the twelfth interim period, (i) Debtor Fox Nursing Home Corp., d/b/a Fox Subacute at Warrington, shall pay $137,142 to Sabra Health Care Pennsylvania, LLC and (ii) Debtor Fox Subacute at Clara Burke, Inc., shall pay Sabra $160,511 to Sabra for the contractual base rent due under certain of the Debtors' leases with Sabra. * the Debtors shall maintain Eligible Accounts Receivable and cash on deposit in concentration accounts maintained with the Bank such that the sum of 70% of the Eligible Accounts Receivable plus 90% of cash on deposit in such accounts is at all times equal to or greater than 1.8 times the principal balance outstanding under the Note and the Loan Agreement. * on or before the fifth day of each month during the twelfth interim period, the Debtors shall remit to the Bank a fee of $500 to compensate the Bank for the personnel time required to monitor the Debtors' compliance with the interim cash collateral order. The Bank is granted a replacement lien on the Debtors' post-petition assets, and Sabra shall have a replacement lien on the post-petition assets of Debtors Clara Burke and Warrington with the same respective priorities as their pre-petition lien to the same extent that the Bank and Sabra would have had perfected liens on such assets absent the filing of the petition. Moreover, the Bank and Sabra are each granted a claim against the Debtors, which claim have: (a) the same priority as United States Trustee's fees and professional fees and reimbursement for expenses allowed by the Court that are authorized to be paid from cash collateral; and (b) priority over any other administrative expenses of any kind including, the administrative expenses described in Sections 503(b) and 507(b) of the Bankruptcy Code. A copy of the order is available at https://bit.ly/3vD7ool from PacerMonitor.com free of charge. The final hearing on the cash collateral request is continued to July 20, 2021 at 9:30 a.m. About Fox Subacute at Mechanicsburg, LLC Fox Subacute At Mechanicsburg, LLC is a skilled nursing facility in Pennsylvania that specializes in pulmonary, neurological, and rehabilitative care for patients with degenerative neurological and neuromuscular disease; and pulmonary care and ventilator requirements with an emphasis on vent weaning. Its facilities are located in Plymouth Meeting, Warrington, Mechanicsburg and Philadelphia, Pa., and are licensed by the PA Department of Health. On Nov. 1, 2019, Fox Subacute at Mechanicsburg and its affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No. 19-04714). Fox Subacute at Mechanicsburg was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. Judge Henry W. Van Eck oversees the cases. The Debtors tapped Cunningham, Chernicoff & Warshawsky, P.C. as their legal counsel, Kennedy P.C. as special counsel, Isdaner & Company, LLC as accountant, and Three Twenty-One Capital Partners, LLC as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 11, 2019. The committee is represented by Flaster/Greenberg P.C. FREESTONE RESOURCES: Gets Notice of Foreclosure Sale of Collateral ------------------------------------------------------------------ Under the terms of the Promissory Note of Freestone Resources, Inc. in the original principal amount of $1,382,064, payable to creditor Infinity Web Systems, Inc. 401K Profit Sharing Plan, any failure to make a payment of principal or interest on the Note within five days of the due date gives the Creditor the right to declare the entire amount of principal and interest due thereunder immediately due and payable. On April 20, 2021, the Company received written notice from John L. Genung, Esq., Substitute Trustee of that certain Deed of Trust effective as of June 24, 2015 in favor of the Creditor that the Creditor intends to proceed with foreclosure of the collateral securing the Note. The Collateral consists of approximately 10.1353 acres of real property located in Ellis County, Texas, which serve as the Company's principal executive offices and operating facility, together with certain personal property as described in a UCC Financing Statement (Document No. 613980760002) filed in the office of the Secretary of State of Texas on July 6, 2015. The Notice of Foreclosure Sale accompanying the Notice designated May 4, 2021, not earlier than 10:00 a.m. or within three hours thereafter, at the Ellis County Courthouse, Waxahatchie, Texas, as the date and place of the planned foreclosure sale of the Collateral. Management believes that this event will free the Company up to market Petrozene and pursue available enhanced oil recovery projects. About Freestone Headquartered in Ennis, Texas, Freestone Resources, Inc. -- www.freestoneresources.com -- is an oil and gas technology development company that is actively developing and marketing technologies and solvents designed to benefit various sectors in the oil and gas industry. The Company has re-launched its Petrozene solvent after developing a new and improved formula. Petrozene is primarily used to dissolve paraffin buildup, and it is primarily used for pipelines, oil storage tanks, oil sludge build up, de-emulsification, well treatment, as a corrosion inhibitor and as a catalyst in opening up formations thereby aiding in oil production. Freestone reported a net loss attributable to the company of $1.14 million for the year ended June 30, 2018, compared to a net loss attributable to the company of $1.38 million for the year ended June 30, 2017. As of March 31, 2019, the Company had $1.85 million in total assets, $4.50 million in total liabilities, and a total deficit of $2.65 million. Farmington, Utah-based Pinnacle Accountancy Group of Utah, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Oct. 15, 2018, citing that the Company has not generated sufficient cash flows from operations to fund its business operations. This factor, among others, raises substantial doubt about the Company's ability to continue as a going concern. FRESH ACQUISITIONS: 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 case of Fresh Acquisitions, LLC. The committee members are: 1. Tim Chung Associate General Counsel Westwood Financial for WFC Wyoming NM, LLC 11440 San Vicente Blvd., 2nd Floor Los Angeles, CA 90049 Phone: 323-986-4272 E-mail: tchung@westfin.com 2. Larry G. Lee President LEECO Energy and Investments, Inc. 3501 Billy Hext Road Odessa, TX 79765 Phone: 432-550-0073 E-mail: larryglee@leecoproperties.com 3. Sara Lamb Assistant Controller Upper Lakes Food, Inc. 801 Industry Avenue Cloquet, MN 55720 Phone: 800-879-1265, ext. 4446 Fax: 218-879-1940 E-mail: slamb@ulfoods.com 4. Tyerell Mack c/o Nathan J. Reese GrahamHollis, APC 3555 Fifth Avenue, Ste. 200 San Diego, CA 92103 Phone: 619-692-0800 Fax: 619-692-0822 E-mail: nreese@grahamhollis.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 Fresh Acquisitions Fresh Acquisitions LLC and Buffets, LLC operate independent restaurant brands and are based in San Antonio, Texas. Prior to the COVID-19 pandemic, Fresh Acquisitions and its affiliates were a significant operator of buffet-style restaurants in the United States with approximately 90 stores operating in 27 states. Fresh Acquisitions' concepts include six buffet restaurant chains and a full service steakhouse, operating under the names Furr's Fresh Buffet, Old Country Buffet, Country Buffet, HomeTown Buffet, Ryan's, Fire Mountain, and Tahoe Joe's Famous Steakhouse, respectively. Buffets Holdings, Inc. filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. On Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Texas Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. On April 27, 2017, the court confirmed the Debtors' Second Amended Joint Plan of Reorganization. The Effective Date of the Plan was May 18, 2017. Fresh Acquisitions, LLC and 14 affiliates, including Buffets LLC (also known as Ovation Brands) sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 21-30721) on April 20, 2021. Fresh Acquisitions was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Harlin Dewayne Hale is the case judge. In the 2021 cases, the Debtors tapped Gray Reed as bankruptcy counsel, Katten Muchin Rosenman LLP as special counsel, B. Riley Advisory Services as financial advisor, and Hilco Real Estate, LLC as real estate consultant. BMC Group, Inc. is the claims and noticing agent. Arizona Bank & Trust, as creditor, is represented by: Patrick A. Clisham, Esq. Engelman Berger, PC 2800 North Central Avenue, Suite 1200 Phoenix, AZ 85004 E-mail: pac@eblawyers.com The DIP lender is represented by: J. Michael Sutherland, Esq. Carrington Coleman 901 Main Street, Suite 5500 Dallas, TX 75202 E-mail: msutherland@ccsb.com FRICTIONLESS WORLD: Objections Resolved; Plan Confirmed ------------------------------------------------------- Judge Micheal E. Romero has entered an order confirming the Plan of Frictionless World, LLC. During the Case, the Debtor, and then the Trustee, sold substantially all of the Debtor's assets. A Summary of Ballots was filed with the Court on April 16, 2021, reflecting that Class 3, the General Unsecured Creditor Class under the Plan, voted to accept the Plan by more than 1/2 of the number of those holding Allowed Claims who voted and greater than 2/3 of the amount of those holding Allowed Claims who voted. The only parties who objected to the Plan were the United States Trustee and Dan Banjo. On April 20, 2021, the Court conducted the Confirmation Hearing with respect to the Plan. At that time, the Plan Proponents and Banjo reached a resolution of the Banjo Limited Objection, which was placed on the record by counsel for the Committee. Based upon that record, the Banjo Limited Objection was withdrawn by Banjo. The UST Objection also was withdrawn on the record. The Confirmation Hearing proceeded on an uncontested basis. During the Confirmation Hearing, the Court considered evidence (by proffer presented by Committee counsel) in support of the Plan, including the uncontroverted testimony and points set forth in the Ou and Wee Declarations, the Summary of Ballots, the Memorandum of Law, together with other supporting evidence contained in the Plan Exhibits. The Court admitted the Plan Exhibits into evidence without objection. There was no objection to the admission into evidence of the matters set forth in the Committee counsel's proffer, the Ou and Wee Declarations, and the Summary of Ballots. About Frictionless World Frictionless World, LLC -- https://www.frictionlessworld.com/ -- provides professional-grade outdoor power equipment, replacement parts for tractors, hitches and agricultural implements, gate and fence equipment, lithium ion powered tools, and ice fishing equipment. It offers brands such as Dirty Hand Tools, RanchEx, Redback, Trophy Strike and Vinsetta Tools. Frictionless World sought Chapter 11 protection (Banks. D. Col. Case No. 19-18459) on Sept. 30, 2019. The Hon. Michael E. Romero is the case judge. In the petition signed by CEO Daniel Banjo, the Debtor disclosed total assets of $14,600,503 and total liabilities of $17,364,542. The Debtor tapped Wadsworth Garber Warner Conrardy P.C. as bankruptcy counsel; Thomas P. Howard, LLC as special counsel; r2 Advisors, LLC as financial advisor; and Three Twenty-One Capital Partners, LLC, as investment banker. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 20, 2019. JW Infinity Consulting LLC is the financial advisor to the Committee. Tom Connolly was appointed as Chapter 11 trustee effective as of October 1, 2020. The Trustee is represented by Faegre Drinker Biddle & Reath, LLP. FRONTIER COMMUNICATIONS: Exits Chapter 11 Successfully ------------------------------------------------------ Frontier Communications Parent, Inc., on April 30, 2021, announced that the Company has successfully completed its financial restructuring process and emerged from Chapter 11. Through this process, Frontier has reduced its debt by approximately $11 billion and annual interest expense by approximately $1 billion. With a recapitalized balance sheet, Frontier is now well-positioned to accelerate its transformation to become a leading telecommunications technology company in the United States through investment in innovation, fiber infrastructure expansion and operational enhancements. Frontier's emergence from Chapter 11 follows receipt of all necessary state and federal approvals, as well as previous confirmation of the Company's Plan of Reorganization by the U.S. Bankruptcy Court for the Southern District of New York. As previously announced, Frontier's common stock is expected to commence trading on the NASDAQ stock exchange under the ticker symbol FYBR at market open on May 4, 2021. "Today Frontier takes a critical step forward in its multi-year strategic transformation, emerging as a stronger company poised to lead in its mission of Building Gigabit America," said Nick Jeffery, President and Chief Executive Officer. "With a healthier financial position, we now have the right foundation to reinvent Frontier by accelerating investment in our fiber upgrades and delivering innovative solutions for our customers. Together, our team will accelerate our momentum and unlock Frontier's full potential. I am honored to have the opportunity to lead the Company as we enter this new chapter." Mr. Jeffery continued, "I would like to express my appreciation to our customers, vendors and business partners for their support throughout our restructuring. I am also deeply grateful to our entire Frontier team for their hard work and constant dedication to keeping our customers connected. Frontier moves forward stronger, and with complete commitment to supporting the success of our stakeholders and delivering an exceptional experience for our customers." John Stratton, Executive Chairman of the Board of Directors, said, "Frontier has made significant progress in its transformation and has outstanding potential in its markets. Frontier now has a stronger balance sheet to invest and thrive through any cycle. The new Board and I look forward to working closely with Nick, who has a proven track record in our industry, and is off to a great start at Frontier. Together, we will capture the significant opportunities ahead for Frontier and drive sustainable, profitable growth, and enhanced value for our shareholders. I also want to express my appreciation to the retiring Board for its work on behalf of Frontier and all its stakeholders." Operational Review and Initial Fiber Expansion Plan Frontier has embarked on a full operational review of its business that will consider every aspect of Frontier's operations, including its approach to building its fiber network, customer engagement, digital strategy, costs, and organizational structure and culture. This review, which Frontier expects to complete by August, will build on the company's initial fiber expansion plan that was launched during the financial restructuring. Mr. Jeffery stated, "Our initial fiber expansion plan is a bold and ambitious undertaking that supports Frontier's customer-centric strategy to become a fiber-rich provider with enhanced competitive positioning in markets with attractive returns. Through this plan, we will continue to deliver on our commitments to achieve improvements to our net promoter score, churn reduction, and wider customer and employee satisfaction. Our entire organization is energized and focused on the successful execution of our plan that will support Frontier’s mission well into the future." As part of the initial fiber expansion plan, Frontier is deploying capital and pursuing an extensive fiber build-out plan that will accelerate the Company's transformation from a legacy provider of copper-based services to a fiber-based provider. This plan builds on Frontier’s successful Fiber-to-the-Home pilot program, using the planning, engineering, construction, and marketing knowledge gained from the pilot. Under the first phase of the plan, Frontier intends to invest heavily and pass more than 3 million homes and business locations, enabling a total of over 6 million homes and businesses with Gig-plus speeds. Frontier is planning to pass approximately 495,000 additional locations in 2021. As previously announced, in connection with the completion of its financial restructuring, Frontier Communications has formed a new eight-member Board of Directors, which includes six highly qualified, independent and diverse directors. Biographies for the new Board members can be found on the Company’s website frontier.com. About Frontier Communications Frontier Communications Corporation (OTC: FTRCQ) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 25 states, including video, high-speed internet, advanced voice, and Frontier SecureÂ® digital protection solutions. Frontier Business offers communications solutions to small, medium, and enterprise businesses. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. Judge Robert D. Drain oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page http://www.frontierrestructuring.com/and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez & Marsal North America, LLC, as financial advisor; and UBS Securities LLC as an investment banker. GAINCO INC: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ Gainco, Inc. asks the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, for authority to use cash collateral. The Debtor requires the use of cash collateral to pay its post-petition expenses. The Debtor says it needs to obtain immediate access to cash collateral to insure continued operations in the normal course of business and timely payment of court-approved post-petition obligations. The Debtor believes the Alleged Secured Creditors, Yellowstone Capital LLC, Traditions Commercial Finance, LLC, Payroll Funding Company LLC, CHTD Company, and Affiliated Funding Corporation, assert an interest in accounts receivable and contract rights due and owing to Debtor; however, the Debtor reserves the right to dispute the validity, priority and extent of such interest. The Debtor anticipates that approval of the use of cash collateral will stabilize and maintain the Debtor's operations, provide tangible reassurance to post-petition suppliers, and preserve the "going concern" and/or current market value of the Debtor's assets and operations for the benefit of all creditors and parties-in-interest. The Debtor requests that the Court set an expedited, preliminary hearing on the use of cash collateral and, at the hearing, that the Court authorize the temporary use of cash collateral, if any, to avoid immediate and irreparable harm to Debtor and its bankruptcy estate pending a final hearing. Debtor also requests the Court set a final hearing as soon as possible after 15 days from the filing of the Motion for continued use of cash collateral thereafter. A copy of the motion is available for free at https://bit.ly/3xJNhX8 from PacerMonitor.com. About Gainco, Inc. Gainco, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-21122 on April 30, 2021. In the petition signed by Theresa Nix, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. LAW OFFICES OF WILLIAM B. KINGMAN, P.C. is the Debtor's counsel. GARRETT MOTION: Completes Chapter 11 Restructuring -------------------------------------------------- On April 30, 2021, Garrett Motion Inc. announced it has emerged from its pending Chapter 11 cases, successfully completing the restructuring process and implementing the Plan of Reorganization ("Plan") that was confirmed by the U.S. Bankruptcy Court for the Southern District of New York on April 23, 2021. With the support of a significant majority of its stakeholders, led by funds managed by Centerbridge Partners, L.P. ("Centerbridge") and funds managed by Oaktree Capital Management, L.P. ("Oaktree"), Garrett will remain a publicly traded company and expects to list its common stock on Nasdaq, effective May 3, 2021, under the ticker symbol GTX. Olivier Rabiller, President and Chief Executive Officer of Garrett, said, "Emergence is a significant achievement for Garrett, and I'm pleased that the restructuring received support from all of our constituencies, including senior lenders, senior noteholders, the Official Creditors Committee, Honeywell, a majority of common stockholders and the Official Equity Committee. Lenders and pre-petition creditors were paid in full, and Garrett operated without interruption throughout the reorganization, providing customers with the same high-quality products and services they have come to expect and maintaining strong partnerships with valued suppliers. Most importantly, Garrett has emerged with a new financing and capital structure that we believe will support our long-term viability and provide the resources and flexibility to accelerate our technology development." Mr. Rabiller added, "I would also like to extend my gratitude to our employees, without whom Garrett could not have achieved this milestone and delivered solid financial results in 2020 in a challenging COVID environment. I am excited to begin the next chapter in our development with a highly qualified Board of Directors and the support of Centerbridge and Oaktree." At emergence, Garrett will have approximately 65,035,801 million shares of new common stock issued and outstanding. In addition, Garrett will have approximately 247,771,428 million shares of new Convertible Series A Preferred Stock outstanding, which is convertible into common stock and votes on an as-converted basis with common stock. The plan of reorganization also eliminates the previous asbestos indemnity and all related liabilities to Honeywell incurred by Garrett in its 2018 spin-off, and settles all litigation between Garrett and Honeywell. The elimination of the 30-year indemnity substantially reduces Garrett's effective leverage and increases its operational, financial and strategic flexibility. In return for elimination of the indemnity, upon emergence, Garrett made an initial cash payment to Honeywell of $375 million and issued to Honeywell Series B Preferred Stock that entitles Honeywell to certain cash payments from 2022 to 2030. The Series B Preferred stock is repayable at any time at a present value (which is approximately $584 million as of the date of emergence using the agreed discount rate of 7.25%). The Company has also obtained a $1.25 billion equivalent term loan, alongside a new $300 million revolving credit facility. The restructuring will substantially decrease Garrett's long-term debt and improve its maturity profile. Additional Information Morgan Stanley & Co. LLC and Perella Weinberg Partners are serving as financial advisors, Sullivan & Cromwell LLP and Quinn Emanuel Urquhart & Sullivan LLP are serving as legal advisors, and AlixPartners are serving as restructuring advisor to Garrett Motion. About Garrett Motion Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures, and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2.066 billion in assets and $4.169 billion in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners, and Morgan Stanley & Co. LLC as investment bankers, and AlixPartners LP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. On October 5, 2020, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. White & Case LLP and Conway MacKenzie, LLC, serve as the creditors' committee's legal counsel and financial advisor, respectively. The U.S. Trustee also appointed an official committee to represent equity security holders in the Debtors' cases. The equity committee tapped Glenn Agre Bergman & Fuentes LLP as its legal counsel, MAEVA Group LLC as a financial advisor, and Cowen and Company, LLC as an investment banker. Centerbridge Partners, L.P., and Oaktree Capital Management, L.P., as Plan Sponsors are represented in the case by Milbank as legal counsel and Houlihan Lokey, Inc., as financial advisor. Kirkland & Ellis is legal counsel to Honeywell, and TRS Advisors LLC and Centerview Partners LLC are its financial advisors. Jones Day is s legal counsel to each Additional Investor, and Rothschild & Co. is their financial advisor. Fried, Frank, Harris, Shriver & Jacobson LLP, is the legal counsel and Ducera Partners LLC, is the financial advisor to The Baupost Group, LLC. Ropes & Gray LLP is the legal counsel, and Moelis & Co., the financial advisor to the Consenting Noteholders. Gibson, Dunn & Crutcher LLP, is the legal counsel and PJT Partners LP the financial advisor to the Consenting Lenders. GARRETT MOTION: Court Confirms Reorganization Plan -------------------------------------------------- Judge Michael E. Wiles has entered an order confirming the Plan of Garrett Motion Inc., et al. As set forth in the Plan, the Solicitation Procedures, and the Disclosure Statement, holders of claims and interests in Class 4, Class 5, Class 6 and Class 11 were eligible to vote on the Plan. Holders of Claims in Class 1, Class 2, Class 3 and Class 7 are unimpaired and presumed to accept the Plan and, therefore, are not entitled to vote to accept or reject the Plan. Holders of claims in Class 10 are impaired; however, because no claims in Class 10 have become Allowed Claims, Holders in Class 10 were not entitled to vote to accept or reject the Plan. Accordingly, their votes on the Plan were not solicited and holders of claims in Class 10 are presumed to reject the Plan. The Debtors also did not solicit votes from Classes 8 or 9, which are Intercompany Claims and Intercompany Interests held by the Debtors. As evidenced by the Voting Certification, Holders of Claims in Classes 4, 5, 6 and 11 (collectively, the "Impaired Accepting Classes") voted to accept the Plan. Section 4.2 of the Plan specifies that Claims in Class 1, Class 2, Class 3 and Class 7 are Unimpaired under the Plan. Administrative Expense Claims (including Professional Claims), 503(b)(9) Claims, DIP Claims and Priority Tax Claims also are unimpaired under the Plan, although these claims are not classified under the Plan. Accordingly, the requirements of Section 1123(a)(2) of the Bankruptcy Code are satisfied. Section 4.2 of the Plan specifies that Claims in Class 4, Class 5, Class 6, Class 10 and Class 11 are Impaired under the Plan and the treatment for each such Impaired Class. Accordingly, the requirements of Section 1123(a)(3) of the Bankruptcy Code are satisfied. As set forth in the Voting Certification, the Impaired Accepting Classes have voted to accept the Plan. Specifically, Holders of Claims and Interests in Classes 4, 5, 6 and 11 have voted to accept the Plan. Accordingly, the requirements of Section 1129(a)(10) of the Bankruptcy Code are satisfied. The Honeywell Settlement and Make-Whole Settlement are approved under Sections 363 and 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule 9019. On the Effective Date, New GMI shall issue, or reserve for issuance, a sufficient number of shares of New Preferred Stock and GMI Common Stock, including GMI Common Stock issuable upon the conversion of the New Preferred Stock and in connection with options or other equity awards that may be granted pursuant to the MIP. Immediately prior to the effectiveness of the Plan, outstanding GMI Options, vested GMI Options and the shares of GMI Common Stock that would be provided upon the exercise of such GMI Options shall be subject to the treatment set forth in Section 6.7 of the Plan. Garrett Motion Inc. proposes a Joint Plan of Reorganization. The Plan will treat select classes as follows: * Class 4 - Prepetition Credit Agreement Claims totaling $1,466,710,090. Each Holder of an Allowed Prepetition Credit Agreement Claim shall receive on the Effective Date payment in Cash in an amount equal to such Holder's Allowed Prepetition Credit Agreement Claims. Class 4 is impaired. * Class 6 - Honeywell Plan Claims. Honeywell shall receive a payment of $375 million in cash on the Effective Date (which payment shall be allocated first to the Allowed Honeywell Plan Claims arising from the Tax Matters Agreement up to the full amount owing under that agreement) and the Series B Preferred Stock issued on the Effective Date. Class 6 is impaired. * Class 7 - General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive, at the option of the Plan Sponsors: (a) Reinstatement of such Allowed General Unsecured Claim pursuant to Section 1124 of the Bankruptcy Code; (b) payment in full in Cash (including payment of postpetition interest at a rate sufficient to render such Allowed General Unsecured Claim Unimpaired) on the later of the Effective Date or as soon as reasonably practicable thereafter or the date such payment is due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim; or (c) such other treatment rendering such Allowed General Unsecured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code. Class 7 is unimpaired. * Class 10 - Section 510(b) Claims. Each Holder of an Allowed Section 510(b) Claim, if any, shall be entitled to receive, (x) its pro-rata share of the aggregate cash payments received or recoverable from any Insurance Policies on account of any Allowed Section 510(b) Claims and (y) solely to the extent that such payments are less than the amount of its Allowed 510(b) Claim, payment in full of the remaining amount of its Allowed 510(b) Claim, at the option of the Reorganized Debtors, in Cash or a number of shares of GMI Common Stock at a value of $6.25 per share. Class 10 is impaired. * Class 11 - Existing Common Stock. Each Holder of Existing Common Stock shall receive (a) its Pro Rata share (determined with respect to all Holders of Existing Common Stock) of the Subscription Rights and (b) either (i) a number of shares of GMI Common Stock equal to the number of shares of Existing Common Stock held by such Holder, or (ii) if such Holder of Existing Common Stock timely exercises its Cash-Out Option, its Cash-Out Consideration. Class 11 is impaired. Cash payments or distributions to be made hereunder shall be funded from the existing Cash of the Debtors and the Cash proceeds of (a) the purchase of Convertible Series A Preferred Stock by (i) the Plan Sponsors pursuant to the Plan Support Agreement, (ii) the Equity Backstop Parties pursuant to the Equity Backstop Commitment Agreement, and (iii) Holders of Existing Common Stock pursuant to the Rights Offerings, and (b) the Exit Facilities. Counsel to the Debtors: Andrew G. Dietderich Brian D. Glueckstein Alexa J. Kranzley Benjamin S. Beller SULLIVAN & CROMWELL LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 A copy of the Order is available at https://bit.ly/335vH1H from kccllc, the claims agent. About Garrett Motion Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures, and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2.066 billion in assets and $4.169 billion in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners, and Morgan Stanley & Co. LLC as investment bankers, and AlixPartners LP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. On Oct. 5, 2020, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. White & Case LLP and Conway MacKenzie, LLC, serve as the creditors' committee's legal counsel and financial advisor, respectively. The U.S. Trustee also appointed an official committee to represent equity security holders in the Debtors' cases. The equity committee tapped Glenn Agre Bergman & Fuentes LLP as its legal counsel, MAEVA Group LLC as a financial advisor, and Cowen and Company, LLC as an investment banker. Centerbridge Partners, L.P., and Oaktree Capital Management, L.P., as Plan Sponsors are represented in the case by Milbank as legal counsel and Houlihan Lokey, Inc., as financial advisor. Kirkland & Ellis is legal counsel to Honeywell, and TRS Advisors LLC and Centerview Partners LLC are its financial advisors. Jones Day is s legal counsel to each Additional Investor, and Rothschild & Co. is their financial advisor. Fried, Frank, Harris, Shriver & Jacobson LLP, is the legal counsel and Ducera Partners LLC, is the financial advisor to The Baupost Group, LLC. Ropes & Gray LLP is the legal counsel, and Moelis & Co., the financial advisor to the Consenting Noteholders. Gibson, Dunn & Crutcher LLP, is the legal counsel and PJT Partners LP the financial advisor to the Consenting Lenders. GDC TECHNICS: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- GDC Technics, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for authority to use the cash collateral of GDC Investco LP. The Debtor requires the use of cash collateral on an emergency basis given the immediate and irreparable harm that the Debtor will likely suffer if it cannot use Cash Collateral, which is necessary to sustain its business. The Lender has security interests in or liens on substantially all of the Debtor's assets existing as of the Petition Date. Oriole Aviation, LLC, the sole member of the Debtor, entered into a Loan and Security Agreement with the Lender, dated as of February 7, 2019, pursuant to which the Lender provided ORAV access to a credit facility. The Debtor entered into the Supplement No. 1 to Loan and Security Agreement with the Lender, dated as of February 11, 2019, pursuant to which the Debtor became a Guarantor and Obligor under the Loan Agreement. The initial aggregate principal amount of the Obligations under the Term Loan was $26 million. The Debtor is also party to a Guaranty Agreement, dated as of February 11, 2019 given for the benefit of the Lender, pursuant to which the Debtor unconditionally and irrevocably guaranteed the payment of the Guaranteed Obligations, including all indebtedness under the Loan Agreement and all obligations of ORAV relating to such indebtedness. As of the Petition Date, pursuant to the Prepetition Credit Facility Documents, the Lender asserts a claim against the Debtor for the outstanding balance under the Loan Agreement in an aggregate amount of no less than $19,417,862. The Lender has filed UCC-1 financing statements naming each of ORAV and the Debtor as debtors. Additionally, the Lender, the Debtor, and JPMorgan Chase Bank, N.A. have entered into a Blocked Account Control Agreement, dated as of August 29, 2019, in respect of the Debtor's account ending –752 at Chase. As adequate protection for the use of cash collateral, the Debtor proposes to provide Lender with replacement liens in the form of valid and perfected senior, first-priority, priming security interests in and liens on the Prepetition Collateral, all property of the same nature, scope, and type as the Prepetition Collateral whether existing or acquired before or after the Petition Date, and any of the Debtor's assets that are unencumbered as of the Petition Date, to secure the Adequate Protection Obligations. In further consideration of the Debtor's use of Cash Collateral and other Prepetition Collateral, and to the extent of the Adequate Protection Obligations, the Debtor proposes to grant the Lender allowed superpriority administrative expense claims against the Debtor pursuant to sections 503(b), 507(a), and 507(b) of the Bankruptcy Code. A copy of the motion is available for free at https://bit.ly/2PHLoJt from PacerMonitor.com. About GDC Technics Headquartered in Fort Worth, Texas, GDC Technics LLC -- https://www.gdctechnics.com/ -- is a global aerospace company with expertise in engineering & technical services, modifications, electronic systems, R&D, and MRO services. GDC Technics LLC sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Lead Case No. 21-50484) on April 26, 2021. In the petition signed by CEO Brad Foreman, it estimated assets between $10 million and $50 million and liabilities between $10 million and $50 million. The case is handled by Honorable Judge Craig A. Gargotta. WICK PHILLIPS GOULD & MARTIN, LLP, led by Jason M. Rudd, Esq., is the Debtor's counsel. GDC Investco LP , as Secured Creditor, is represented by: Clifford Carlson, Esq. Alfredo Perez, Esq. Weil, Gotshal & Manges, LLP 700 Louisiana, Suite 1700 Houston, TX 77002-2784 GEORGE WASHINGTON: Unsecureds to Recover Less Than 1% in Plan ------------------------------------------------------------- George Washington Bridge Bus Station Development Venture LLC submitted a First Amended Disclosure Statement. On Oct. 7, 2019, the Debtor, which is the redeveloper of the George Washington Bridge Bus Station (the "Bus Station"), filed a Chapter 11 case to preserve asset value and pursue a value-maximizing sale or reorganization process following years of extensive litigation with Tutor Perini Building Corp., the general contractor for the renovation and improvement of the Bus Station. Accordingly, after good-faith, arm's-length negotiations, the Debtor and Monarch Alternative Cpaital LP's GWB Madison Purchaser LLC ("Purchaser") entered into an Agreement of Purchase and Sale. On April 13, 2021, the Court entered an Order granting the Bid Protections Motion. The bid deadline passed on April 20, 2021, without any alternative bids having been received. Pursuant to the APA, the Purchaser will acquire substantially all of the Debtor's assets in exchange for consideration of at least $92,000,000 to the Debtor's estate. The proposed transaction (the "Sale Transaction") provides significant benefits, including (i) the continuation of the Debtor's business as a going concern, (ii) the provision to the Debtor of cash proceeds sufficient to repay the Debtor's $18,000,000 DIP Facility and satisfy all costs necessary to emerge from this chapter 11 case, and (iii) the assumption of $72,000,000 of the Debtor's prepetition secured debt. The First Amended Plan provides for the sale of substantially all of the Debtor's assets, including without limitation, the Debtor's leasehold interest in the Ground Lease, to the Purchaser in a going concern sale that will provide consideration of at least $92,000,000 to the Debtor's estate. The Sale Transaction provides significant benefits, including (i) the continuation of the Debtor's business as a going concern, (ii) the provision to the Debtor of cash proceeds sufficient to repay the Debtor's $18,000,000 DIP Facility and satisfy all costs necessary to emerge from this chapter 11 case, and (iii) the assumption of $72,000,000 of the Debtor's prepetition secured debt. The Plan will treat claims as follows: * Class 3 - Senior Secured Claims totaling greater than $72 million will recover less than 100% of their claims. The Senior Secured Lender shall receive the Second Lien Exit Facility that is being assumed pursuant to the First Amended Plan. Class 3 is impaired. * Class 4 - UMEZ totaling $5.2 million and Class 5 - Building Secured Claims totaling $19.8 million will recover less than 1% of their claims. Each Holders shall be treated as a general unsecured creditor and a Holder of a Class 6 Claim. * Class 6 - General Unsecured Claims totaling $138 million will recover less than 1% of their claims. Each Holder of a General Unsecured Claim shall receive such Holder's Pro Rata share of distributions from the General Unsecured Creditor Recovery Reserve. Counsel to the Debtor: Michael D. Sirota Ryan T. Jareck Rebecca W. Hollander COLE SCHOTZ P.C. 1325 Avenue of the Americas, 19th Floor New York, New York 10019 Telephone: (212) 752-8000 Facsimile: (212) 752-8393 A copy of the First Amended Disclosure Statement is available at https://bit.ly/3xHaCZV from PacerMonitor.com. About George Washington Bridge Bus Station Development Venture George Washington Bridge Bus Station Development Venture LLC is the entity contracted to renovate the George Washington Bridge Bus Station in New York. The bus station was reopened in 2016 following a delayed and costly renovation. As part of the deal, the company was granted a 99-year lease to operate and maintain the retail portion of the bus station. George Washington Bridge Bus Station Development Venture LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13196) on Oct. 7, 2019. The Company estimated assets between $50 million and $100 million, and liabilities between $100 million and $500 million. The Hon. Shelley C. Chapman is the case judge. Cole Schotz P.C. is the Debtor's counsel. BAK Advisors Inc., is the Debtor's financial advisor, and BAK's Bernard A. Katz is presently serving as the Debtor's sole manager. GOOD DEED: Bid to Use Cash Collateral Declared Moot --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, declared as moot Good Deed 317, LLC's motion to use cash collateral. On March 17, 2021, the Court entered an Order Approving Disclosure Statement and Confirming Chapter 11 Plan. Confirmation of the Debtor's Second Amended Plan of Reorganization dated February 5, 2021, as modified, and its Amended Disclosure Statement for Amended Plan of Reorganization dated December 11, 2020 renders moot the Debtor's Motion Requesting Authority to Use Cash Collateral which was filed on November 13, 2020. The Debtor's counsel is directed to serve the Order on the largest 20 unsecured creditors, any entity asserting an interest in the Debtor's Cash Collateral, any party who has filed a Notice of Appearance, and the United States Trustee within three business days and promptly file a certificate of service. A copy of the order is available for free at https://bit.ly/3nJ0Fq1 from PacerMonitor.com. About Good Deed 317 Atlanta-based Good Deed 317, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). On Oct. 29, 2020, Good Deed 317 sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-71227). Ozzie Areu, manager, signed the petition. At the time of filing, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Paul Baisier oversees the case. Jones & Walden, LLC, is the Debtor's legal counsel. GRAVITY HOLDINGS: Unsecureds to Be Paid from State Action Proceeds ------------------------------------------------------------------ Gravity Holdings, Inc., submitted a Plan of Reorganization. The Debtor will continue business operations under the Plan. The Debtor will attempt to modify the loans with First Guaranty Bank as well as BOM Bank. The proposed Plan is for the Debtor to restructure its debt and pay the same over time. This case involves very few debts. The Debtor only knows of two secured claims and one unsecured claim. The Plan will treat select classes as follows: * Class 2 consists of the allowed secured claim of BOM Bank f/k/a Bank of Montgomery. This claim was filed as having a balance of $1,098,257, as of Nov. 18, 2020, and it is recognized as fully secured. It will be amortized over 25 years and paid in 84 equal monthly installments, together with interest at 5.5%, with payments being in the sum of $6,822.86, with the unpaid balance due and payable at the beginning of the 85th month. Payments to begin 30 days after the Effective Date, subject to credit for any adequate protection payments actually made. * Class 3 consists of the secured claim of First Guaranty Bank f/k/a The Union Bank. This claim was filed as having a balance of $971,188.24, as set forth in its proof of claim, and it is recognized as fully secured. It will be amortized over 25 years and paid in 84 equal monthly installments, together with interest at 5.5%, with payments being in the sum of $6,033.45, with the unpaid balance due and payable at the beginning of the 85th month. Payments to begin 30 days after the Effective Date, subject to credit for any adequate protection payments actually made. * Class 4 consists of the claims of unsecured creditors. This includes the claim of Charles Elliott. It will be paid pro tanto from the proceeds of the state court action, after payment of administrative expenses. * Class 5 consists of the interests of the equity security holder. He will retain his interest in the debtor and maintain its operations as a going concern. Based upon historical income averages it was believed that the debtor would generate approximately $15,000 to $20,000 per month in net income from which to make plan payments. Attorney for the Debtor: THOMAS R. WILLSON 1330 JACKSON STREET ALEXANDRIA, LOUISIANA 71309 Tel: (318) 442-8658 Fax: (318) 442-9637 E-mail: rocky@rockywillson@law.com A copy of the Plan of Reorganization is available at https://bit.ly/3eD21P3 from PacerMonitor.com. About Gravity Holdings Gravity Holdings, Inc., was created as a mid-level property management company in 2015. Gravity Holdings retains and works with ground-level property management companies that have direct contact with tenants and oversee day-to-day operations of property. It is owned by David Blumenstock, who acts as the President and sole member of the board of directors as well as sole shareholder. Elmer, La.-based Gravity Holdings, Inc., filed a Chapter 11 petition (Bankr. W.D. La. Case No. 20-80549) on Nov. 11, 2020. In its petition, the Debtor disclosed $72,080 in assets and $2,077,503 in liabilities. The petition was signed by Gravity Holdings President David Blumenstock. Judge Stephen D. Wheelis presides over the case. Thomas R. Willson, Esq., and Charles Elliott & Associates LLC, serve as the Debtor's bankruptcy counsel and special counsel, respectively. GVS PORTFOLIO: May 5 Deadline Set for Panel Questionnaires ---------------------------------------------------------- The United States Trustee is soliciting members for an unsecured creditors committee in the bankruptcy case of GVS Portfolio I B, LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/3tfwhVs and return it to Linda.Richenderfer@usdoj.gov at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Wednesday, May 5, 2021. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About GVS Portfolio GVS Portfolio I B, LLC, is a privately-owned chain of self-storage facilities. GVS Portfolio I B, which does business as Great Value Storage, owns 64 self-storage facilities as well as parking lots for cars, boats and recreational vehicles, in 10 states. GVS Portfolio I B is another entity owned by real estate entrepreneur Nate Paul. Several entities affiliated with Paul's World Class Holdings have sought bankruptcy protection in the Western District of Texas. The bankrupt entities own several parcels of land in Austin, Texas. GVS Portfolio I B filed a Chapter 11 petition (Bankr. D. Del. Case No. 21-10690) on April 12, 2021. Morrison Cohen LLP and Bayard, P.A., led by Neil B. Glassman, serve as counsel to GVS Portfolio. The Debtor estimated assets of $100 million to $500 million and estimated liabilities of $50 million to $100 million. HARRAH WHITES: Unsecureds to Recover 100% Plus Interest in 5 Years ------------------------------------------------------------------ Harrah Whites Meadows Nursing, LLC submitted a Third Amended Chapter 11 Plan. The Debtor shall fund the payments from operations of the business. The Plan will treat claims as follows: * Class 1 shall consist of the Allowed Secured Claim of Southern Bank. The Debtor's obligation with respect to Southern Bank under its loan documents and all legal, equitable, and contractual rights of Southern Bank under its loan documents shall remain unaltered and in full force and effect, shall not be modified by confirmation of the Plan, and shall survive any discharge entered in the Case. * Class 2A consists of unsecured claims each equal or less than $1,000 (classified as convenience claims). Class 2A will consist of the allowed convenience claims. Holders of Convenience Claims shall receive Distributions totaling 100%, payable on the Effective Date. * Class 2B shall consist of the Allowed General Unsecured Claims. The Holders of General Unsecured Claims shall receive Distributions totaling 100% of each Holder's Allowed Class 2B Claim, plus interest accruing at the rate of 5.0% APR payable in quarterly payments beginning the first Business Day of the month 30 days following the Effective Date until the earlier of 5 years after the Effective Date, or until the Allowed Unsecured Claims are paid in full plus interest at the rate of 5.0% APR. * Class 3 shall consist of the Shareholders. The Shareholders will retain their interests in the Debtor as such Interests existed as of the Petition Date. Attorneys for the Debtor: Theodore N. Stapleton THEODORE N. STAPLETON, PC Suite 100-B 2802 Paces Ferry Road Atlanta, Georgia, 30339 Telephone: (770) 436-3334 E-mail: tstaple@tstaple.com A copy of the Third Amended Chapter 11 Plan is available at https://bit.ly/2QxAYgd from PacerMonitor.com. About Harrah Whites Meadows Nursing Harrah Whites Meadows Nursing LLC owns and operates a skilled nursing facility in Harrah, Okla. Harrah Whites Meadows Nursing LLC filed its voluntary petition initiating this Chapter 11 case (Bankr. N.D. Ga. Case No. 19-65376) on Sept. 27, 2019. In the petition signed by Christopher F. Brogdon, manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Barbara Ellis-Monro. Nancy J. Gargula, U.S. trustee for Region 21, appointed Tony Fullbright to serve as patient care ombudsman in the Debtor's case. The Debtor tapped Theodore N. Stapleton P.C. as its bankruptcy counsel and Gungoll, Jackson, Box & Devoll, P.C. as its special counsel. HERITAGE RAIL: Trustee Selling Two Rail Cars to TRBMNR for $281K ---------------------------------------------------------------- Tom Connolly, the Chapter 11 Trustee of Heritage Rail Leasing, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of the following rail cars to The Reading Blue Mountain and Northern Railroad Co. ("TRBMNR") for $281,000, subject to higher and better bids: (i) SLRG 59 ("Superdome") and (ii) SLRG 3378 ("Calumet Club"). Heritage owns rail cars, locomotives, rolling stock and equipment that it used in connection with its rail car leasing business. The Trustee has continued to respond to inquiries from prospective purchasers of Heritage's assets. After considering available options within the context of the current economic environment and the status of Heritage's operations, the Trustee determined in its business judgment to sell the Assets to TRBMNR under section 363 of the Bankruptcy, subject to higher and better bids. After arms'-length negotiations, the Trustee negotiated a sale of the Assets to TRBMNR at an aggregate purchase price of $281,000 on the terms set forth in the purchase agreement, subject to higher and better bids. Big Shoulders Capital, LLC has asserted it has first priority security interest in SLRG 519 pursuant to a Loan and Security Agreement between Heritage and Big Shoulders dated Feb. 27, 2017 (as amended). The Trustee understands that Big Shoulders has consented to his sale of SLRG 519, subject to a carve out of 20% of the net purchase price of the Assets less closing costs, including any applicable storage fees to remain with the Heritage estate free and clear of any Big Shoulders' lien, with rights otherwise reserved. Upon information and belief of the Trustee, the Assets are not otherwise subject to any security interest, claim or lien, other than a storage lien asserted by the trustee of San Luis and Rio Grande Railroad. The Trustee and the trustee of San Luis and Rio Grande Railroad have an agreement pending, which is not yet approved or effective, that would obviate the need for the Trustee to pay storage fees; however, to the extent this agreement does not become effective, the storage fees will be paid from the applicable sale proceeds. The Trustee has investigated the fair market value of the Assets by speaking with industry sources, persons familiar with the Assets and Big Shoulders. Based on this investigation, he has determined that the TRBMNR Purchase Price represents fair market value. He now seeks authority to further market-test the transaction contemplated by the Purchase Agreement to obtain the highest or best offer for the Assets. The material terms of the Purchase Agreement are: a. Purchase Price: The TRBMNR Purchase Price for the Assets is allocated as follows: i. SLRG 59 ("Superdome") – purchase price $175,000 ii. SLRG 3378 ("Calumet Club") – purchase price $106,000 b. The Purchase Agreement is subject to, and will not become effective, until it is approved in its entirety by final, written, non-appealable Order of the Court. c. TRBMNR will accept the Assets at closing on an "as is, where is" basis. d. The closing will occur on the first business day upon which Court approval provided is effective and not subject to a stay, or upon such other day upon which the parties reasonably agree. The Trustee does not believe that Court-approved formal bidding procedures or a break up fee are needed in light of the simplicity of the proposed transaction. Instead, he asks that any competing bids for all or any of the Assets be received by deadline to object to the Motion. Any parties submitting a competing bid that wish to inspect the Assets will be required to comply with all relevant inspection procedures and pay any necessary inspection fees. If any objections or competing bids are received, the Trustee will hold a telephone auction and bidding can occur at that auction. Any competing bid for all or any of the Assets should be on the same terms as the Purchase Agreement (other than the purchase prices) and be accompanied by a 5% earnest money deposit and show ability to close. Initial overbids must be at least 5% more than the TRBMNR Purchase Price as allocated. To facilitate the sale of the Assets, the Trustee also request authorization to sell the assets free and clear of any and all liens, claims, encumbrances, and other interests including (without limitation) those of tax authorities, storage facilities, Big Shoulders and any Heritage affiliate entity. The only parties known to assert a claim or interest on the Assets is Big Shoulders and the trustee of San Luis and Rio Grande Railroad. The Trustee understands that Big Shoulders consents to sale of SLRG 519 to the extent its alleged lien attaches to the sale proceeds less any storage fees and the Carve Out. To the extent that Big Shoulders does not in fact consent to the Carve Out on the terms set forth, the Trustee may also sell the Assets pursuant to section 363(f)(4). Other than Big Shoulders, no party has asserted a claim or interest to any of the Assets besides the entity that stores certain of the Assets, which has asserted a storage lien that will be paid from proceeds of the sale, to the extent it is not otherwise settled. The Trustee is not aware of any other claim or interest in the Assets, but given the poor record keeping of Heritage, others could lay interest to the Assets. Finally, the Trustee requests that any order approving the sale of the Assets be effective immediately, thereby waiving the 14-day stay imposed by Bankruptcy Rules 6004. The waiver of the 14-day stay is necessary for the sale of the Assets to close and the funding to be received as expeditiously as possible. A copy of the Agreement is available at https://tinyurl.com/3e4unrej from PacerMonitor.com free of charge. About Heritage Rail Leasing Heritage Rail Leasing, LLC leases rail rolling stocks, locomotives and track equipment. On Aug. 21, 2020, Portland Vancouver Junction & Railroad Inc., Vizion Marketing LLC and D.L. Paradeau Marketing LLC filed a Chapter 11 involuntary petition against Heritage Rail Leasing. The creditors are represented by Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP. Judge Thomas B. McNamara oversees the case. L&G Law Group LLP and Moglia Advisors serve as the Debtor's legal counsel and restructuring advisor, respectively. Alex Moglia of Moglia Advisors is the Debtor's chief restructuring officer. On Oct. 19, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Goldstein & McClintock LLLP and the Law Offices of Douglas T. Tabachnik, P.C. On Oct. 28, 2020, the Court approved the appointment of Tom H. Connolly as the Debtor's Chapter 11 trustee. The trustee tapped Brownstein Hyatt Farber Schreck, LLP as his counsel. HOPLITE INC: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Hoplite Inc. The committee members are: 1. OZE Lending 1 LLC/Michael Miller 258 Freeland Road Florham Park, NJ 07932 Phone: (473)-446-6877 E-mail: mmiller@02ecapital.com Represented by: Ted Berkowitz Phone: (212) 239-2000 E-mail: tberkowitz@moritthock.com 2. Richard Peterson 12837 NE 73rd Street Kirkland, WA 98033 Phone: (425) 260-3349 E-mail: richard@rapcre.com Represented by: Daniel Bugbee 155 NE 100th St., Suite 205 Seattle, WA 98125 Phone: (206) 489-3819 E-mail: dbugbee@lawdbs.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 Hoplite Inc. Hoplite, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12663) on April 1, 2021. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $10 million and $50 million. Judge Sheri Bluebond oversees the case. The Law Offices of Richard T Baum serves as the Debtor's legal counsel. HWY 24 LUMBER: Court Conditionally Approves Disclosure Statement ---------------------------------------------------------------- Judge Brenda T. Rhoades has entered an order conditionally approving the Disclosure Statement of HWY 24 Lumber & Feed, Inc. June 3, 2021, is fixed as the last day for filing written acceptances or rejections of the Debtors' proposed Chapter 11 plan. June 1, 2021, is fixed as the last day for filing and serving written objections to the final approval of the Debtors' Disclosure Statement or confirmation of the Debtors' proposed Chapter 11 plan. The telephonic hearing to consider final approval of the Debtors' Disclosure Statement (if a written objection has been timely filed) and to consider the confirmation of the Debtors' proposed Chapter 11 Plan is fixed and shall be held on June 8, 2021, at 9:30 a.m. About HWY 24 Lumber & Feed, Inc. HWY 24 Lumber & Feed, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 20-42468) on Dec. 16, 2020. At the time of filing, the Debtor disclosed less than $50,000 in assets and up to $1 million in liabilities. Judge Brenda T. Rhoades oversees the case. Eric A. Liepins, P.C., serves as the Debtor's legal counsel. NG Solutions, LLC, as Lender, is represented by Russell W. Mills. Esq. and J. Reid Burley, Esq. at Bell Nunnally & Martin LLP. IMPRESA HOLDINGS: Unsecureds Recover 5% to 12.5% in Wind-Down Plan ------------------------------------------------------------------ Impresa Holdings Acquisition Corporation, et al., submitted a Combined Disclosure Statement and Chapter 11 Plan of Liquidation. Pursuant to the Bidding Procedures Order, Crestview Aerospace LLC, submitted abid for substantially all of the Debtors' assets by the Dec. 2, 2020 bid deadline. The Debtors determined that Crestview's bid, as subsequently improved, was the highest and best bid for the assets. On Dec. 16, 2020, the Bankruptcy Court approved the sale, and on Jan. 4, 2021, the sale closed. Following the sale of substantially all of the Debtors' assets to Crestview, the Debtors are focused principally on winding down their business and preserving Cash held in the Estates. The Debtors' Retained Assets currently consist of proceeds of the Sale and certain Causes of Action, which have been resolved pursuant to the Settlement Term Sheet. The Plan provides for the Debtors' Retained Assets to be distributed to holders of allowed claims in accordance with the terms of the Plan. The Plan will treat claims as follows: * Class 3: Prepetition Secured Claims totaling $23,040,000 and will recover 32.5% of their claims. The Prepetition Lender shall be entitled to receive the Prepetition Secured Claims Distribution Amount on behalf of its claim with respect to the Second Amended and Restated Impresa Note. Class 3 is impaired. * Class 4: General Unsecured Claims totaling $2,000,000 to $5,000,000 will recover 5% to 12.5% of their claims. Each Holder of an Allowed General Unsecured Claim shall receive its pro rata share of the GUC Recovery. * Class 5: Class Action Claim totaling $5,617,060 will recover 6.2% of their claims. Each member of the Class Action Lawsuit who does not opt out of the CAP Recovery pursuant to Class Notice shall receive a distribution pursuant to the terms of the Class Action Settlement. Counsel to the Debtors: Robert J. Dehney Matthew B. Harvey Paige N. Topper Taylor M. Haga MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor Wilmington, Delaware 19801 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: rdehney@morrisnichols.com mharvey@morrisnichols.com ptopper@morrisnichols.com thaga@morrisnichols.com A copy of the Disclosure Statement is available at https://bit.ly/3u9aMqM from Stretto, the claims agent. About Impresa Holdings Impresa Holdings designs, manufactures, and supplies precision sheet metal parts, CNC-machined components, and assemblies for commercial jets, regional and business aircraft, military aircraft, and civil/military helicopters. The company's services include sheet metal fabrication, hydroform pressing, brake. Impresa began operating in 1973 as Venture Aircraft and expanded through a 2012 acquisition of Swift-Cor Aerospace. It then changed its name Impresa Aerospace. Operating from a production facility in Gardena, California, Impresa provides machined parts, fabricated components, assembled parts and tooling for the aerospace and defense industries. In addition to Boeing, the Debtor's customers include Spirit AeroSystems, Raytheon, Northrop Grumman, Cessna, Lockheed Martin and Gulfstream. It has provided parts and components for Boeing's major airframes, including the 787, 777 and 747 as well as the Airbus A380 and Gulfstream's G550 and G650 planes. On Sept. 24, 2020, Impresa Holdings Acquisition Corp. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12399). At the time of the filing, Impresa Holdings had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Robert J. Dehney, Matthew B. Harvey, Paige N. Topper and Taylor M. Haga of Morris Nichols Arsht & Tunnell LLP, serve as counsel to Impresa. Duff & Phelps Securities, LLC, is the investment banker. Stretto is the claims agent. INCEPTION MINING: Swings to $2.3 Million Net Income in 2020 ----------------------------------------------------------- Inception Mining, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income of $2.34 million on $4.14 million of precious metals revenue for the year ended Dec. 31, 2020, compared to a net loss of $15 million on $4.96 million of precious metals revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $1.50 million in total assets, $30.97 million in total liabilities, and a total stockholders' deficit of $29.47 million. Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has an accumulated deficit, a working capital deficit and negative cash flows from operations which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1416090/000149315221008929/form10k.htm About Inception Mining Headquartered in Murray, Utah, Inception Mining Inc. -- www.inceptionmining.com -- is a mining company that was formed in Nevada on July 2, 2007. The Company is engaged in the production, acquisition, exploration, and development of mineral properties, primarily for gold, from an owned mining property in Honduras. Until February 2020, Inception Mining had two projects, the UP and Burlington mine and the Clavo Rico mine, but since February 2020 all operations have been focused on the Clavo Rico mine. The Company's target properties are those that have been the subject of historical exploration. INPIXON: Acquires Assets of Visualix ------------------------------------ Inpixon entered a certain asset purchase agreement by and among the Company, Visualix GmbH i.L., Darius Vahdat-Pajouh, and Michal Bucko, (each a founder of Visualix), and Future Energy Ventures Management GmbH. Prior to the Closing Date, Visualix owned and operated certain computer vision, robust localization, large-scale navigation, mapping, and 3D reconstruction technologies. In accordance with the terms of the Asset Purchase Agreement, the Company purchased from Visualix the entirety of its assets consisting primarily of intellectual property including the Underlying Technology. Additionally, the Company purchased certain patent applications related to the Underlying Technology from FEVM. In consideration of the transactions contemplated by the Asset Purchase Agreement, the Company: (i) remitted a cash payment in the amount of EUR 50,000 to Visualix; (ii) issued 316,768 shares of Common Stock to Visualix; and (iii) issued 52,795 to shares of Common Stock to FEVM. The Asset Purchase Agreement includes customary representations and warranties, as well as certain covenants, including, inter alia, that the Founders are hired as employees of Inpixon GmbH and Visualix and the Founders shall not, for a period of two years following the Closing Date, directly or indirectly, compete with the Company in the sectors of Mapping and Localization Technology (as defined in the Asset Purchase Agreement). About Inpixon Headquartered in Palo Alto, Calif., Inpixon (Nasdaq: INPX) is an indoor data company and specializes in indoor intelligence. The Company's indoor location data platform and patented technologies ingest and integrate data with indoor maps enabling users to harness the power of indoor data to create actionable intelligence. Inpixon reported a net loss of $29.21 million for the year ended Dec. 31, 2020, compared to a net loss of $33.98 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $59.01 million in total assets, $14.33 million in total liabilities, and $44.68 million in total stockholders' equity. INTERSTATE COMMODITIES: Unsecureds Get What's Left of Sale Proceeds ------------------------------------------------------------------- Interstate Commodities Inc. submitted an Amended Plan of Liquidation and a Disclosure Statement. The Plan provides for the payment of the Debtors' creditors, including claims against its wholly-owned subsidiary, R.M. Railcars, LLC, over time, from available cash, the collection of accounts receivable and the liquidation of the Debtor's real property and other assets. Pursuant to the Plan, the Debtor will pay all secured claims, allowed administrative expense claims and priority claims in full. Holders of general unsecured claims will receive pro-rata distributions of collections, sale proceeds, and any litigation recoveries after payment of senior claims and costs of administering the Debtor's case. The Debtor's Plan is a liquidating one. As the Debtor sells business units and further assets, it will trim its payroll by reducing the number of remaining employees. After the sale of its Amarillo assets, the Debtor expects to still require the services of Michael Piazza, Bryan Meade (accounting) and Melissa Usher. These individuals will assist the Debtor in reconciling claims, the collection of receivables and transitioning assets. When these individuals are no longer needed on a full-time basis, the Debtor will further reduce costs by negotiating to have certain of these employees continue on a part-time, hourly, and as-needed basis in order to complete the administration of the estate and the distributions to creditors as required under the Plan. The Plan will treat unsecured claims and interests as follows: * Class 3 consists of all Allowed General Unsecured Claims. Class 3 Claims are impaired under the Plan. On the Effective Date, or as soon thereafter as is reasonably practicable, the Post- Confirmation Debtor shall make an initial Unsecured Creditor Distribution to the holders of Allowed Class 3 Claims, which shall be distributed on a pro rata basis to such holders. The Debtor believes there will be approximately $40 million of Class 3 Claims. * Class 4 consists of all lnterests. On the Effective Date, equity interests in the Debtor shall be unaffected by the Plan; provided, however, that holders of Class 4 lnterests will not receive any distributions on account of their lnterests. The post-Confirmation Debtor will continue to deposit proceeds of the liquidation of estate assets into a fund for Distributions to be made under the Plan. Attorneys for the Debtor: Gerard R. Luckman, Esq. Fonchelli DEEGAN Terrana LLP 333 Earle Ovington Boulevard, Suite 1010 Uniondale, New York 11553 A copy of the Disclosure Statement is available at https://bit.ly/3gJXDk1 from PacerMonitor.com. About Interstate Commodities Interstate Commodities Inc., a Troy, N.Y.-based company engaged in the merchandise of commodities, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 20-11139 on Aug. 26, 2020. Michael G. Piazza, chief operating officer, signed the petition. At the time of the filing, the Debtor disclosed $12,558,336 in assets and $25,513,305 in liabilities. Judge Robert E. Littlefield Jr. oversees the case. Forchelli Deegan Terrana, LLP, and Tabner, Ryan & Keniry, LLP, serve as the Debtor's bankruptcy counsel and special counsel, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtor's case on Sept. 25, 2020. The committee is represented by Lemery Greisler, LLC. KC EQUIPMENT: Unsecured Creditors to Get $500 in 60 Months ---------------------------------------------------------- KC Equipment Leasing, LLC, filed with the U.S. Bankruptcy Court for the District of Utah a Disclosure Statement describing its Chapter 11 Small Business Plan on April 29, 2021. The Debtor owns two vehicles, including a 2018 Dodge Ram 3500 Crew Cab Flatbed truck ("Vehicle 1") and a 2018 Dodge Ram 3500 Crew Cab Pickup truck ("Vehicle 2") (collectively, "Vehicles"). The Debtor also has a computer and other machinery and equipment as listed on Debtors Schedules ("Equipment"). The Vehicles and Equipment are collectively referred to as Debtor's "Property." The Debtor leases its Property to Summit. The Debtor's bankruptcy filing was precipitated by State Cases filed by Pamela Spier ("Spier") and Smee with a T, LLC ("Smee") regarding repayment of the Note and the cost of extensive litigation to defend the dispute. Rather than continue to litigate the State Cases, Debtor has provided for full payment of Claim 4 in the Plan. Class 1 consists of the $60,533 impaired BBVA Claim. The BBVA Claim is partially secured by its first-position, pre-petition Lien against a 2018 Dodge Ram 3500 Crew Cab Flatbed truck with VIN# 3C63R3GL5JG311139 ("Vehicle 1"). Commencing with the first month following the Effective Date, BBVA will be paid $41,463.00 plus interest at 5.25% over 60 months in minimum monthly payments of no less than $787.22. The Debtor shall have the option to make monthly payments greater than the amounts listed without penalty. Class 2 consists of the $46,760.11 impaired Ally Claim. The Ally Claim is partially secured by its first-position, pre-petition Lien against the 2018 Dodge Ram 3500 Crew Cab Pickup truck with VIN# 3C7WRTCL5JG287102 ("Vehicle 2"). Ally will be paid $33,575 over 60 months plus interest at 5.25%. Adequate protection payments of $335.75 will be paid for six months ending April 25, 2021 and will increase to $675 per month thereafter through November of 2025. The Debtor shall have the option to make monthly payments greater than the amounts listed herein without penalty. Class 3 consists of the $137,555 impaired claim of Smee. The Smee Claim is fully secured by its first-position, pre-petition Lien against the Equipment. Commencing with the first month following the Effective Date, Smee will be paid $137,555.31 over 60 months plus interest at 3% in minimum monthly payments no less than $2,471.69. The Debtor shall have the option to make monthly payments greater than the amounts listed herein without penalty. Class 4 consists of all Allowed General Unsecured Claims, including the unsecured portions of the BBVA Claim and the Ally Claim. Sixty months after the Effective Date, each holder of an Allowed General Unsecured Claim shall be paid $500 on a Pro Rata basis. Class 5 consists of the $51,755 impaired secured claim of Coastal. Subject to the payment in full of all Allowed Claims in Classes 1-4, the holders of Allowed Class 5 Claims shall be paid, Pro Rata, any remaining disposable income available to the Debtor. The holders of Allowed Class 5 Claims shall not receive any distributions on account of such claims unless and until the holders of Claims with higher priority have been paid in full. Class 6 is impaired under the Plan. Holders of Allowed Equity Interests will contribute new capital of no less than $35,000 after the Confirmation Date but before the Effective Date. Subject to the payment in full of all Allowed Claims in Classes 1-4, the holders of Class 6 Equity Interests shall retain their Equity Interests in the Reorganized Debtor. Payments and distributions under the Plan will be funded by the lease income of the Reorganized Debtor and a capital contribution of $35,000 from the Equity Interest Holders to be contributed prior to the Effective Date. A full-text copy of the Disclosure Statement dated April 29, 2021, is available at https://bit.ly/3gRx6Bn from PacerMonitor.com at no charge. The firm can be reached through: Matthew K. Broadbent, Esq. VANNOVA LEGAL, PLLC 49 West 9000 South Sandy, Utah 84070 Telephone: (801) 349-1523 Facsimile: (801) 349-1524 Email: Law@VannovaLegal.com About KC Equipment Leasing KC Equipment Leasing, LLC, is a contracting equipment rental company based in Salt Lake City, Utah. KC Equipment Leasing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 20-26065) on Oct. 12, 2020. The petition was signed by Kathleen H. Van Sleen, the Company's manager. At the time of the filing, the Debtor had estimated $100,001 to $500,000 in both assets and liabilities. Vannova Legal, PLLC, is the Debtor's legal counsel. KERWIN BURL STEPHENS: Seven Ten Buying Godley Land for $1.9M Cash ----------------------------------------------------------------- Kerwin Burl Stephens asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of his 152.50-acre tract of land located near Godley, Texas, to Seven Ten Land & Cattle Co., LLC, for a cash price of $1,906,250. The Debtor is the owner the Godley Land. He proposes to sell it to the Buyer. The Debtor has no affiliation with the Buyer or its principal, Blake Freeman. To evidence the proposed sale of the Godley Land, the Debtor asks approval from the Court to enter into a Farm & Ranch Contract with the Buyer covering the Godley Land. The Contract provides for a 60-day termination option and closing by July 15, 2021. The Buyer has indicated a willingness to close faster if possible. The Godley Land is subject to a mortgage in favor of BancCentral, National Association which secures the Debtor's obligation to reimburse the Bank. Exhibit B is a copy of a Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits and Fixture Filing executed by the Debtor, Gail Stephens, Thunderbird Development, LLC, as grantors, in favor of Kyle D. Hughbanks, as trustee for the benefit of the Bank, and which is recorded as instrument no. 2017-13542 in the official property records of Johnson County, Texas. The Bank has issued the Letter of Credit which backs the supersedeas bond issued by U.S. Specialty Insurance Co. dated July 7, 2017, in the amount of $6,205,657.50. Once the Bond is drawn, the Surety who issued the Bond will then have the right to draw against the letter of credit issued by the Bank. The Debtor, in turn, is obligated to reimburse the Bank for any draw made by the Surety against the letter of credit. Hid obligations to reimburse the Bank for any draw against the letter of credit are secured by deed of trust liens against various tracts of real property owned by the Debtor. This includes without limitation the Deed of Trust against the Godley Land. Consequently, once the Bond is drawn, the Surety will draw against the letter of credit issued by the Bank, thereby triggering a liability by the Debtor to the Bank in the amount of approximately $5.9 million. The proceeds for the proposed sale of the Godley Land will satisfy approximately one-third of this liability to the Bank. The Debtor seeks authority to sell the Godley Land free and clear of liens, claims, and interests, including the lien of the Bank pursuant to the Deed of Trust, with all liens to attach to the Sales Proceeds. From the Sales Proceeds, the Debtor seeks leave to pay ordinary closing costs and costs of sale, including, without limitation, the costs of a survey and the premium on a title policy for the purchaser. In addition, to the extent not already paid, he seeks leave to pay all 2020 real estate taxes assessed against the Godley Land. The property taxes for 2021 will be prorated as set forth in the Contract. To the extent that the Bank's secured debt has been fixed through a draw against the letter of credit by the Surety on the Bond, the Debtor moves the Court to allow to him to pay the net sales proceeds, after deducting costs of sales as outlined, to the Bank for application to the principal balance of the debt. To the extent that the Bank's debt has not be fixed by a draw against the letter of credit, the Debtor moves the Court to authorize the title company closing the sale, Brazos Title, LLC, 517 4th Street, Graham, Texas, 76450 to hold the funds in escrow pending further order of the Court. The Debtor owns an interest in the Title Company, along with one of his sons. A copy of the Contract is available at https://tinyurl.com/26666u6c from PacerMonitor.com free of charge. Kerwin Burl Stephens sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-40817) on April 7, 2021. The Debtor tapped J. Forshey, Esq., as counsel. LARADA SCIENCES: Seeks to Hire Lewis Brisbois as Corporate Counsel ------------------------------------------------------------------ Larada Sciences, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Lewis Brisbois Bisgaard & Smith, LLP as its general corporate and litigation defense counsel. The Debtor needs the assistance of a general corporate and litigation defense counsel to represent its claims in two litigation matters now pending: (i) Myrtle Avenue LLC v. Larada Sciences, Inc. at the Third Judicial Court of the State of Utah, Case No. 200905383, and (ii) Larada Sciences, Inc. v. Pediatric Hair Solutions Corporation, et al. at the United States District Court for the District of Utah, Central Division, Case No. 2:18-cv-00551-RJS-JCB. The hourly rates of the firm's attorneys who will work primarily in this representation are as follows: Douglas C. Smith $350 Abby Dizon-Maughan $225 Ryan Alba $225 Prior to the petition date, the Debtor paid the firm $15,550 for its pre-bankruptcy services. Douglas Smith, Esq., a partner at Lewis Brisbois Bisgaard & Smith, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas C. Smith, Esq. Lewis Brisbois Bisgaard & Smith LLP 6550 South Millrock Drive, Suite 200 Salt Lake City, UT 84121-2319 Telephone: (801) 251-7341 Facsimile: (801) 562-5510 Email: Douglas.Smith@lewisbrisbois.com About Larada Sciences Larada Sciences, Inc. -- https://www.liceclinicsofamerica.com -- is a Utah-based company that owns and operates clinics dedicated to head lice prevention and treatment. Larada Sciences filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10269) on March 19, 2021. Its affiliate, 37 Ventures, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10261) on March 18, 2021. The cases are jointly administered under Case No. 21-10261. Judge Deborah J. Saltzman oversees the cases. At the time of the filing, each Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Larada Sciences tapped Zolkin Talerico LLP and Cohne Kinghorn, PC as bankruptcy counsel and Lewis Brisbois Bisgaard & Smith LLP as general corporate and litigation defense counsel. Thayne Davis, LLC and Arcturus Law Firm serve as special counsel. LARADA SCIENCES: Seeks to Hire Thayne Davis as Special Counsel -------------------------------------------------------------- Larada Sciences, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Thayne Davis LLC as its special patent and trademark counsel. The Debtor needs the firm's assistance to protect, preserve and even expand its patent and trademark rights and claims. The hourly rates of the firm's attorneys who will work primarily in this representation are as follows: Matt Thayne $395 Jack Davis $260 The Debtor paid Thayne Davis $3,700.87 for its pre-bankruptcy services. Matt Thayne, Esq., a partner at Thayne Davis, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matt Thayne, Esq. Jack Davis, Esq. Thayne Davis LLC 10 West Broadway, Suite 700 Salt Lake City, UT 84101 Telephone: (801) 882-7896 Facsimile: (801) 882-7844 Email: mthayne@tdiplaw.com jdavis@tdiplaw.com About Larada Sciences Larada Sciences, Inc. -- https://www.liceclinicsofamerica.com -- is a Utah-based company that owns and operates clinics dedicated to head lice prevention and treatment. Larada Sciences filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10269) on March 19, 2021. Its affiliate, 37 Ventures, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10261) on March 18, 2021. The cases are jointly administered under Case No. 21-10261. Judge Deborah J. Saltzman oversees the cases. At the time of the filing, each Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Larada Sciences tapped Zolkin Talerico LLP and Cohne Kinghorn, PC as bankruptcy counsel and Lewis Brisbois Bisgaard & Smith LLP as general corporate and litigation defense counsel. Thayne Davis, LLC and Arcturus Law Firm serve as special counsel. LARADA SCIENCES: Taps Arcturus as Commercial Litigation Counsel --------------------------------------------------------------- Larada Sciences, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Arcturus Law Firm as its special commercial litigation counsel. The Debtor needs the assistance of a commercial litigation counsel to represent its claims in two litigation matters now pending: (i) Larada Sciences, Inc. v. Pediatric Hair Solutions Corp., at the District Court of Utah, Case No. 18-cv-551, and (ii) Larada Sciences, Inc. vs Pediatric Hair Solutions Corp., et al., at the Western District of North Carolina, Case No. 18-cv-320. The principal attorney at Arcturus Law Firm who will be representing the Debtor is Peter Stasiewicz, Esq. His hourly billing rate is $350. The Debtor has agreed to pay the firm a $25,000 retainer in five installments. Peter Stasiewicz, Esq., a principal at Arcturus Law Firm, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter Stasiewicz, Esq. Arcturus Law Firm 211 West Wacker Drive, Suite 318 Chicago, IL 60606 Telephone: (312) 957-6194 Facsimile: (312) 489-8307 Email: pete.stasiewicz@gmail.com About Larada Sciences Larada Sciences, Inc. -- https://www.liceclinicsofamerica.com -- is a Utah-based company that owns and operates clinics dedicated to head lice prevention and treatment. Larada Sciences filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10269) on March 19, 2021. Its affiliate, 37 Ventures, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10261) on March 18, 2021. The cases are jointly administered under Case No. 21-10261. Judge Deborah J. Saltzman oversees the cases. At the time of the filing, each Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Larada Sciences tapped Zolkin Talerico LLP and Cohne Kinghorn, PC as bankruptcy counsel and Lewis Brisbois Bisgaard & Smith LLP as general corporate and litigation defense counsel. Thayne Davis, LLC and Arcturus Law Firm serve as special counsel. LEE DILL: Obtains Court Approval to Use Cash Collateral ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Lee Dill Inc. to use cash collateral pursuant to a 30-day budget. The budget provided for $93,000 in cost of goods sold and $58,420 in operating expenses. The First National Bank Albany/Breckenridge (FNB) and Small Business Administration assert a secured interest in substantially all of the Debtor's accounts. As adequate protection of the secured lenders' interest, the Court grants the secured lenders replacement security liens on and replacement liens on all of Debtor's inventory, equipment, work in progress, finished products, accounts and rights to payments to the extent of any diminution in value resulting from the use of the collateral. The Replacement Liens shall be equal to the aggregate diminution in value of the respective collateral, and shall be of the same validity and priority as the liens of secured lender and any other creditor with a security interest on the respective pre-petition collateral. The Debtor and FNB agree to immediately consult and prepare a temporary adjusted budget in the event an order for equipment is placed or other business exigency presents itself that will require a variance in the budget exceeding the Budgetary Flexibility Formula. If Debtor and FNB are unable to reach an agreement as to a Temporary Modified Budget or if the SBA or any other creditor or party-in-interest objects to a proposed Temporary Modified Budget, the Debtor may seek an expedited hearing on cash collateral for the Court's determination as to the necessity and propriety of the Debtor's proposed Temporary Modified Budget. A copy of the order is available for free at https://bit.ly/3u4EwF0 from PacerMonitor.com. About Lee Dill Inc. Lee Dill Inc. -- https://www.tigermfgco.com/ -- is a full Department of Transportation facility, specializing in the manufacture of steel and aluminum tanks, trailers and equipment. In addition to its manufacturing side, the Company also provides parts, repair and service on all tanks and trailers. Lee Dill Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-10041) on March 26, 2021. In the petition signed by Lee Dill, president, the Debtor disclosed $1,883,017 in assets and $7,477,732 in liabilities. Weldon L. Moore, III, Esq. and SUSSMAN & MOORE, LLP represent the Debtor as counsel. LUXURY OUTER: Nationstar Doesn't Consent to Claim Treatment ----------------------------------------------------------- Nationstar Mortgage, LLC, d/b/a Mr. Cooper, objects to Luxury Outer Banks Homes, LLC's Plan of Reorganization and Disclosure Statement. Nationstar is the servicer for Deutsche Bank Trust company Americas as Trustee for Residential Accredit Loans, Inc. Pass Through Certificates 2006-QO8, a secured creditor of the Debtor. Nationstar does not consent to any modification of its loan and does not consent to the proposed treatment of its claim. Nationstar does not accept the Plan. Additionally, the Plan is not fair and equitable as the Plan fails to provide for payment of the value, as of the effective date of the plan, of the estate's interest in the Property, the sale of the property, or the Creditor's realization of the indubitable equivalent of its claim. Nationstar notes that the Disclosure Statement states that "Debtor proposes to make payments under the Plan from the income derived from the continued operation of its business and from the sale of real property." According to Debtor's Petition, Debtor only owns 2 parcels of real property, but in the DS, the Debtor fails to specify if only one or both parcels are to be sold, and the method and time frame Debtor intends to sell the real property. Nationstar also points out that the Debtor fails to provide financial information, to include but not limited to, PPP amounts received in 2020 or 2021, if any, or anticipated income projections from the continued operation of its business in 2021 and going forward. Such information goes to the heart of feasibility of the Plan. Attorney for Nationstar Mortgage, LLC d/b/a Mr. Cooper: JOSEPH J. VONNEGUT HUTCHENS LAW FIRM LLP NC State Bar No: 32974 Post Office Box 2505 4317 Ramsey Street Fayetteville, North Carolina 28302 Tel: (910) 864-6888 Fax: (910) 864-6177 About Luxury Outer Banks Homes Luxury Outer Banks Homes, LLC owns a house and lot located at 1340 DuckRoad, Duck, N.C., valued at $4.85 million, and a house and lot located at 116 Duchess Court, Kill Devil Hills, N.C., valued at $489,700. Luxury Outer Banks Homes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 21-00508) on Mar. 5, 2021. Kimberly H. Lane, manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of $5,352,747 and total liabilities of $2,192,061. Judge Joseph N. Callaway oversees the case. Howard, Stallings, From, Atkins, Angell & Davis, PA, led by James B. Angell, Esq., serves as the Debtor's counsel. MEADE INSTRUMENTS: Plan to Send Assets to Rival Orion Okayed ------------------------------------------------------------ Daniel Gill of Bloomberg Law reports that Meade Instruments Corp.'s Chapter 11 reorganization plan won court approval, setting the stage for transferring the telescope manufacturer's assets to a competitor, Orion Telescopes and Binoculars. Under the plan, Orion, which was Meade's largest unsecured creditor, will receive substantially all of Meade's "operating assets," including cash, accounts receivable, inventory, intellectual property, and fixtures and equipment. Other unsecured creditors will recover between 15% and 30% of their claims, depending on what claims remain after objections are resolved, the company said. Insider creditors and equity holders get nothing under the plan. The Plan was approved after an April 28, 2021 hearing. About Meade Instruments Corp. Meade Instruments Corp. designs and manufactures optical products, including telescopes, cameras, binoculars, and sports optics products. Meade Instruments Corp. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-14714) on Dec. 4, 2019. In the petition signed by Victor Aniceto, president, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. Marc C. Forsythe, Esq., at Goe Forsythe & Hodges LLP, is the Debtor's legal counsel. Sall Spencer Callas & Krueger, a Law Corporation, and Parker Mills LLP, each serves as co-special litigation counsel. MERITAGE COMPANIES: Heat Pho Buying North Ogden Property for $429K ------------------------------------------------------------------ Meritage Companies, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize the Real Estate Purchase Contract for Land dated Feb. 10, 2021, along with its Addendums No. 1, 2 and 3, regarding the sale of real property legally described in Exhibit A and located approximately at the South East Corner of Washington Blvd. of the Village at Prominence Point, North Ogden, Utah, to Heat Pho LLC, and/or its assigns for $429,400 or $19 per square foot. The Debtor is a real estate developer of raw land in North Ogden, Utah. The overall development is referred to as the "Village at Prominence Point," which includes the development of various uses (i.e. retail, apartments, and townhomes). Of the Village Development, the southern portion is owned by the Debtor and the northern portion by another entity NOC 1700, LLC. The Property is located within the Debtor's Development. The Debtor and the Purchaser have executed the Purchase Contract, as the Debtor intends to sell the Property to the Purchaser, and Purchaser wishes to purchase the same. The Debtor has attached to the Motion as Exhibit C an Oct. 7, 2019 appraisal by Rigby & Co., which valued a comparable piece of real property in North Ogden, Utah. The Rigby Appraisal assigned a Site Value (the value of the real property and not any buildings thereon) of $650,000 or $16.74 per square foot, which is $2.26 per square foot less than the Purchase Price under the Debtor's Purchase Contract, which likewise contemplates the sale of real property without any buildings thereon. The Debtor has also obtained a Broker Price Opinion dated April 4, 2021 from Mike Fondario, Vice President of Operations for Berkshire Hathaway Home Services. The BPO determined that $19 per square foot is an appropriate and justifiable price for the commercial retail pads. As set forth in the Purchase Contract, the purchase price for the Property is $429,400 or $19 per square foot. The Parties desire to close the sale transaction within approximately 30 days of the date of the Motion. The Purchaser is a non-insider. Of the Purchase Price, a $21,470 earnest money deposit was provided by the Purchaser to escrow, which is nonrefundable, and the remainder of the Purchase Price is to be paid at Closing. The Purchaser is also depositing an additional $5,000 above the Purchase Price in escrow, which will remain escrowed until the installation of the gas line is installed on the Property, at which point such $5,000 will be returned to the Purchaser. Likewise, $8,000 of the Purchase Price is being held back in escrow at closing until the installation of the gas line is installed on the Property, at which point the $8,000 will be released to the Debtor. Taxes and assessments, rents, utilities, ongoing contracts, association fees, benefit plans, and other normal and recurring costs and expenses related to the Property will be prorated as of 11:59 P.M. on the day preceding Closing. Estimations of the Prorations will come from title and will be circulated when the Debtor receives these estimates. The following amounts are secured by the Debtor's Development: a. Mountain West REIT, LLC ("MWR"), with an outstanding balance of $8,223,665 plus accruing interest; and b. Mountain Vista Trails, LLC ("MVT"), with an outstanding balance of $1,806,030.52 plus accruing interest. The Property is one of the many parcels that make up the Debtor's Development. Thus, the total outstanding secured balance for the entire Debtor’s Development does not represent the secured interest attributable solely to the Property. MWR has agreed to release its secured claims as to the Property for $300,000, and MVT will not be paid anything from this sale transaction based on an agreed upon use of sale proceeds. MWR has also agreed that while the entirety of the sale proceeds is subject to its secured interest, the net sale proceeds will be subject to carve outs as set forth in the distribution analysis (Exhibit E). MWR has approve of two carve outs from the proceeds it would otherwise be entitled. First, the Debtor also seeks to apply a portion of the proceeds to fund the administrative costs of its bankruptcy in furtherance of a plan of reorganization for the benefit of the Debtor's creditors, with the consent of MWR, who holds a secured claim as to the entire sale proceeds. As such, there is a carve out for "Fees and Costs to Meritage Companies, LLC's counsel," in the amount of $47,401.80, which will be retained in the Debtor's Counsel's trust account and will only be transferred to the Debtor's Counsel's operating account upon the Court's approval of the Debtor's Counsel’s fee application. Second, there is also a carve out for "Meritage Companies, LLC Staffing & Operating Expenses" in the amount of $47,401.80 relating to the Debtor's operating expenses that need to be paid. Exhibit F is a breakdown illustrating how these funds will be used. The Debtor has employed the assistance of the agent, Lori W. Lee of Coldwell Banker Residential Brokerage-Ogden, in this transaction. It is to pay a 4.5% broker commission to the Broker out of the sale proceeds. The Broker assisted the Debtor in a previous sale approved by the Court. Under the circumstances, the Purchase Price generates funding with which to satisfy the Payoff Amount required by MWR and MVT to obtain their consent for the sale of the Property. As set forth, the Debtor asserts Gross does not have any valid claim as a secured creditor, and such claims are to be withdrawn pursuant to a recent settlement. Accordingly, the Debtor asks that the sale be free and clear of all liens, claims and interests so that the Purchasers may receive the Property free from disputes and claims. A copy of the Exhibits is available at https://tinyurl.com/5ffnh6mk from PacerMonitor.com free of charge. About Meritage Companies Meritage Companies, LLC, a land developer in Wasilla, Alaska, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-07718) on June 30, 2020. The petition was signed by Jack A. Barrett, manager. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Judge Brenda K. Martin oversees the case. Lamar D. Hawkins, Esq., at Guidant Law, PLC, is the Debtor's legal counsel. David H. Bundy, Esq., of the Law Office of David H. Bundy, PC is tapped as special counsel. METRONOMIC HOLDINGS: OLLIE Dev't Buying Miami Property for $425K ---------------------------------------------------------------- Metronomic Holdings, LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the bidding procedures in connection with the sale of real property located at 3310 Elizabeth St., in Miami, Florida, to OLLIE Development, LLC, for $425,000, free and clear of all Claims and Interests, subject to overbid. Since the entry of the Hilco Retention Order, Hilco Real Estate, LLC has been actively marketing various properties owned by the Debtor and its affiliates, including the Asset. Consistent with the terms of the Substantive Consolidation Order, on April 9, 2021, Katalox Investments, LLC and the Debtor submitted Katalox LLC's Joinder In Metronomic Holdings LLC's Agreed Motion For: (A) Substantive Consolidation With Grove Palms, LLC; (B) Request To Shorten Notice Requirements Pursuant To Bankruptcy Rule 2002(A) (2), (3); and (C) Related Relief As To Non-Fuse Entities, reflecting Katalox and 9th Street LLC's consent to the substantive consolidation of Grove Palms, LLC with the Debtor's estate. Grove Palms is the legal owner of the Asset. The Grove Palms Opt-In was approved by the Court on April 16, 2021. By the Motion, the Debtor seeks entry of the Bid Procedures Order: (a) authorizing and approving the Bid Procedures in connection with the sale of the Asset; (b) scheduling an auction and sale hearing with respect to the Sale of the Asset; (c) approving the form and manner of notice of the Auction and the Sale Hearing; (d) approving the form and manner of notice of the Successful Bidder and Backup Bidder with respect to the Auction; (e) authorizing the Debtor to enter into the Asset Purchase Agreement with the Stalking Horse Bidder, dated April 21, 2021 (including all schedules and exhibits attached thereto, as it may be amended from time to time in accordance with its terms); (f) approving certain bid protections as set forth in the Stalking Horse Agreement, consisting of a break-up fee of the lesser of actual costs or 1% of the proposed Purchase Price, plus 3% to be paid to the Stalking Horse Bidder's broker, plus an initial overbid of $2,500; and (g) granting related relief. Second, the Debtor may seek entry of the Sale Order at the conclusion of the Sale Hearing: (a) if an Auction is conducted, authorizing and approving the sale of the Asset to the Qualified Bidder that the Debtor determines has made the highest and best Qualified Bid for the Asset (or, if the Successful Bidder fails to consummate the Sale, to the Qualified Bidder with the next-highest or second-best Qualified Bid at the Auction for the Asset), free and clear of all liens, claims, encumbrances, and other interests other than any Permitted Liens and Assumed Liabilities; and (b) granting any related relief. The Debtor reserves the right to file and serve any supplemental pleading or declaration that the Debtor deems appropriate or necessary in its reasonable business judgment, including any pleading summarizing the competitive bidding and sale process and the results thereof, in support of their request for entry of the Sale Order before the Sale Hearing, subject to the terms of the Stalking Horse Agreement. The material terms of the Stalking Horse Agreement and other key provisions governing the Sale are: a. The identity of the Stalking Horse Bidder is OLLIE Development, LLC, a New York limited liability company. b. The legal description of the real property is as follows: The South 45 feet of Lots 1 and 2, Block 13, Amended Plat of the Frow Homestead, according to the Plat thereof, as recorded in Plat Book B, Page 106, of the Public Records of Miami-Dade County, Florida; c. The known potential lienholders and interest holders, the nature and extent of such liens or interests, and whether such liens or interests are disputed are as follows: i. Outstanding 2019 real property taxes in favor of the Miami-Dade County Tax Collector total $7,143.66, if satisfied prior to April 30, 2021 and outstanding 2020 real property taxes total $6,368.61, if satisfied prior to May 28, 2021. The property taxes are not disputed. ii. That certain mortgage in Official Records Book 31304 at Page 1135, of the Public Records of Miami-Dade County, Florida held by 9th Street LLC. d. The Debtor and Hilco have agreed that upon the Sale of the Asset, Hilco will earn a fee equal to 3% of the gross sale proceeds; provided, however, that in the event the buyer is represented by an unaffiliated third-party broker such fee will be equal to 6% and Hilco will be responsible for such third-party broker's fees; provided, however, that the Stalking Horse Bidder's broker's commission will be paid by the Stalking Horse Bidder if the sale of the Asset to the Stalking Horse Bidder closes. The commission disclosed herein was agreed between the Debtor and Hilco to be the maximum commission with respect to the Sale. e. Unless otherwise agreed to by the Seller and the Buyer in writing, the closings of transaction contemplated by the Agreement will take as soon as possible after the entry of the Sale Order, but in no event later than 10 days after the Sale Hearing. If, except for reason beyond the control of the Seller and the Stalking Horse Bidder and if the Stalking Horse Bidder is not in breach of the Stalking Horse Agreement, and the Closing Date does not occur within 10 days after the Sale Hearing, the Deposit will be returned to the Stalking Horse Bidder. The Buyer will choose the agent at the Closing. f. The Debtor does not have a policy of prohibiting the transfer of personally identifiable information, no consumer privacy ombudsman is required under section 332 of the Bankruptcy Code in connection therewith, and the Sale contemplated by the Bid Procedures would not pose any threat to any personally identifiable information or consumer privacy concerns. The Debtor believes that a prompt sale of the Asset represents the best option available to maximize value for all stakeholders in this Chapter 11 Case. Time is of the essence. The salient terms of the Bidding Procedures are: a. Bid Deadline: May 21, 2021, at 5:00 p.m. (ET) b. Initial Bid: Each Bid or combination of Bids (a) must propose a purchase price equal to or greater than the sum of (i) the value of the Stalking Horse Agreement, as determined by the Debtor and (ii) an initial overbid of at least $2,500, and (b) must obligate the Bidder(s) to pay, to the extent provided in the Agreement, all amounts which the Stalking Horse Bidder under the Agreement has agreed to pay, including (if any) assumed liabilities (as set forth in the Stalking Horse Agreement); c. Deposit: 10% of the aggregate value of the cash consideration of the Bid d. Auction: If more than one Qualified Bid is received by the Bid Deadline, the Debtor will conduct the Auction virtually at 10:00 a.m. (ET) on May 24, 2021, or such later time on such day or other place as the Debtor will notify all Qualified Bidders who have submitted Qualified Bids, and the Sale Hearing will occur as soon as reasonably practicable after the Auction. e. Bid Increments: $1,000 f. Sale Hearing: May 26, 2021, at 5:00 p.m. (ET) g. Sale Objection Deadline: May 21, 2021, at 5:00 p.m. (ET) Within two business days after entry of the Bid Procedures Order, the Debtor will cause the Sale Notice to be served on the Notice Parties. The Debtor anticipates that the Sale will result in a net value of approximately $400,000 being added to the Debtor's estate, at a minimum, after payment of the 2019 and 2020 real property taxes, and the commission to Hilco. It will submit evidence at the Sale Hearing to support these conclusions. Therefore, the Debtor asks the Court makes a finding the proposed sale of the Asset is a proper exercise of its business judgment and is rightly authorized. To maximize the value received from the Asset, the Debtor seeks to close the Sale as soon as possible after the Sale Hearing. Accordingly, it requests that the Court waives the 14-day stay periods under Bankruptcy Rules 6004(h) and 6006(d). A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/57fwawx8 from PacerMonitor.com free of charge. About Metronomic Holdings Metronomic Holdings, LLC is a real estate company that owns and manages a portfolio of real estate assets in Miami-Dade County, Fla., and McHenry County, Ill. Metronomic Holdings filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-20310) on September 23, 2020. At the time of the filing, the Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. Judge Laurel M. Isicoff oversees the case. The Debtor hired Aleida Martinez Molina as its legal counsel. On March 3, 2021, the Debtor employed Pack Law, P.A. to serve as co-counsel with Weiss Serota Helfman Cole & Bierman, P.L., the firm handling its Chapter 11 case. MILLENIUM 47C: Unsecured Creditors Will Recover 100% in Plan ------------------------------------------------------------ Millenium 47C, LLC, filed a Combined Plan of Reorganization and Disclosure Statement that proposes to pay creditors of Millenium from sale proceeds. This Plan provides for 2 classes of secured claims, 1 class of unsecured claims to be paid 100% and 1 class of equity security holders. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims by payment in full. Counsel for the Debtors: Joel M. Aresty, Esq. JOEL M. ARESTY, P.A. Boar Certified Business Bankruptcy Law 309 1st Ave S Tierra Verde FL 33715 Phone: 305-904-1903 Fax: 800-559-1870 E-mail: Aresty@Mac.com A copy of the Combined Plan of Reorganization and Disclosure Statement is available at https://bit.ly/3xx5KX4 from PacerMonitor.com. About Millenium 47C Millenium 47C, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-11713) on Feb 23. 2021. Anastasio Lorente, manager, signed the petition. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Laurel M. Isicoff oversees the case. Joel M. Aresty, PA serves as the Debtor's legal counsel. MOBITV INC: Court Approves $15.5M DIP Loan on Final Basis --------------------------------------------------------- Judge Laurie Selber Silverstein granted MobiTV, Inc., and its debtor-affiliates final authority to obtain post-petition financing of up to $15,500,000 in aggregate principal amount of new money multi-draw term loan from TVN Ventures, LLC. The Court ruled that: * the DIP Lender is granted super-priority administrative expense claim status, pursuant to sections 364(c)(1), 503(b)(1) and 507(b) of the Bankruptcy Code, in respect of all DIP obligations, subject only to the Carve-Out and the Prepetition Adequate Protection Claims. * the DIP Lender is granted valid, enforceable, non-avoidable, automatically and fully perfected DIP Liens in all DIP Collateral, including all property constituting Prepetition Collateral and any Cash Collateral, to secure the DIP Obligations, which DIP Liens shall be subject only to the Senior Liens and the Carve-Out. The Court order provided, however, that the DIP Lender shall have no obligation to fund any amount to the Debtors under the DIP Documents, and shall have all of the rights and protections to which the DIP Lender is entitled under the Interim DIP Order, unless and until both: (x) the Court has entered an order (9019 Order) in the form attached to the Settlement Agreement dated April 20, 2021, by and among the Debtors, the DIP Lender, T-Mobile USA, Inc., Sprint/United Management Company, and the Committee pursuant to Federal Rule of Bankruptcy Procedure 9019, and (y) the Settlement Effective Date under the Settlement Agreement has occurred. If the 9019 Order has been entered and the Settlement Effective Date under the Settlement Agreement has occurred, then the DIP Lender's sole remaining obligation under the DIP Documents, the Final Order, or the Interim DIP Order shall be to fund the Remaining DIP Commitment as required by the Settlement Agreement, thereby triggering the occurrence of the Release Date under the Settlement Agreement. Upon the occurrence of the Release Date, the DIP Lender forfeits, releases, waives, and relinquishes the DIP Obligations, the DIP Liens, and the DIP Super-priority Claims against the Debtors and their estates as part of the mutual releases contemplated by the Settlement Agreement. Cash Collateral Use The Court authorized the Debtors to use any cash collateral in which Pre-petition Lender Ally Bank may have an interest. Before the Petition Date, the Debtors have entered into a Loan and Security Agreement with the Pre-petition Lender. Subsequently, but before the Petition Date, the Pre-petition Lender and T-Mobile USA, Inc. as Pre-petition Participant, executed an Amended and Restated Junior Participation Purchase Agreement, dated February 12, 2021, pursuant to which the Pre-petition Participant purchased a "last-out" participation in certain Bridge Loans extended by the Pre-petition Lender to the Debtors under the Pre-petition Loan Documents. As of the Petition Date, the Debtors are liable for at least $25,442,472 in aggregate principal amount, plus accrued and unpaid interest, fees and expenses under the Pre-petition Loan Agreement. The Court authorized the Debtors to grant the Pre-petition Lender adequate protection solely to the extent of any post-petition diminution in the value of its interest in the Pre-petition Collateral and Cash Collateral caused by the Debtors' post-petition use, sale, or disposition of Pre-petition Collateral or Cash Collateral and the imposition of the automatic stay. A copy of the final order is available for free at https://bit.ly/2Rcn4A2 from PacerMonitor.com. About MobiTV, Inc. Founded in 2000, MobiTV is the first company to bring live and on-demand television to mobile devices and is a leader in application-based television and video delivery solutions. MobiTV provides end-to-end internet protocol streaming television services ("IPTV") via a proprietary cloud-based, white-label application. On March 1, 2021, MobiTV Inc. and MobiTV Service Corporation filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10457). MobiTV Inc. estimated at least $10 million in assets and $50 million to $100 million in liabilities as of the filing. FTI Consulting, Inc. and FTI Capital Advisors LLC have been retained as the Company's financial advisor and investment banker to assist in negotiation of strategic options. Pachulski Stang Ziehl & Jones LLP and Fenwick & West LLP are serving as the Company's legal advisors. Stretto is the claims agent, maintaining the page https://cases.stretto.com/MobiTV. MOUNTAIN RIDGE: May Use Bank's Cash Collateral ---------------------------------------------- Judge Randal S. Mashburn authorized Mountain Ridge Golf Club, LLC to use the cash collateral of lender First Volunteer Bank to pay expenses incurred in the ordinary course of the Debtor's business. The Debtor and First Volunteer Bank have agreed that the Debtor will retain use of the collateral, including the cash collateral until the Lender gives a notice of revocation of consent. The Debtor's predecessor, Mountain Ridge Golf, a Tennessee General Partnership, entered into a note for $1,000,000 (Note 1) with First Volunteer Bank, secured by a deed of trust. The Debtor has been added as a borrower after the Debtor became the owner of a portion of the property it uses to operate. The loan is secured by these assets of the Debtor: (i) real property located at 16941 Highway 70N, Monterey, Tennessee in Cumberland County, Tennessee, and (ii) all of the Debtor's cash, accounts receivable, goods, fixtures, equipment, inventory, accounts, investments, paper and all general intangibles. The Debtor also executed a note for $60,000 (Note 2) with the Lender. The note is secured by a deed of trust to a property commonly known as Woods Drive, which is approximately 10.73 acres. On August 20, 2014, the Debtor, along with W.B. Carlen, III, entered into a Note for $162,787 secured by a deed of trust. The security described in the deed of trust is commonly known as 104 E. Broad Street, Cookeville, TN. As of the Petition Date, the Lender asserts that balances owed under Note 1 was $996,575; $36,851 on Note 2; and $117,479 on account of Note 3. The Court ruled that, as adequate protection: (a) the Debtor shall pay the Lender (i) $2,850 monthly on Note 1, (ii) $400 monthly on Note 2, and (iii) $1,200 monthly on Note 3. The payments must be made beginning five days after entry of the current order, and continuing on the first of each month until further Court order or revocation of the Debtor's authority to use cash collateral. (b) the Lender is granted a replacement security interest in and lien on all categories of collateral on which the Lender held a perfected security interest before the Petition Date, which post-petition security interest and lien shall be valid and perfected to the same extent as the security interest and lien held by the Lender in the collateral, and shall have the same relative priorities. A copy of the stipulated order is available at https://bit.ly/2S9CRjm from PacerMonitor.com at no charge. About Mountain Ridge Golf Club Mountain Ridge Golf Club, LLC, a Monterey-based company that operates a golf club in Tennessee, filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 21-00793) on March 18, 2021. In the petition signed by Martin Foutch, managing member, the Debtor disclosed $546,619 in assets and $1,082,598 liabilities. Judge Randal S. Mashburn oversees the case. Dunham Hildebrand, PLLC is the Debtor's bankruptcy counsel. MTN INFRASTRUCTURE: Cox Transaction No Impact on Moody's B2 CFR --------------------------------------------------------------- Moody's Investors Service said that MTN Infrastructure TopCo's ("MTN", dba Segra) agreement to sell its commercial services business does not immediately impact its ratings, including its B2 corporate family rating, and negative outlook. On April 27, 2021, EQT Infrastructure III fund announced that it agreed to sell Segra's Commercial Services Business to Cox Communications for undisclosed consideration. The transaction's closing is subject to customary conditions and approvals and is expected to close later in 2021. EQT stated in its press release that Segra will retain its small-to-medium sized business (SMB) and residential business, which operates under the Lumos Networks and NorthState brands. If completed as currently outlined, the transaction would result in a much smaller remaining business and potentially less debt if a portion of the proceeds from the sale are used to repay existing indebtedness. However, the financial performance of the remaining business and the likely post- sale capital structure have not as yet been disclosed. The company has also not yet disclosed the expected net proceeds from the sale, nor the use of proceeds. Segra's outstanding debt was approximately $1.4 billion as of September 30, 2021. If Segra were to repay in full its outstanding term loans and cancel its revolving credit facility, Moody's could withdraw the ratings on the company. Headquartered in Charlotte, North Carolina, MTN Infrastructure TopCo is a wholly-owned subsidiary of an infrastructure investment fund of EQT that owns and operates the combined businesses of its subsidiaries, Lumos Networks Corp. (Lumos) and SCTG, LLC (Spirit Communications). The company goes to market under the tradename "Segra" and operates as a fiber-based bandwidth infrastructure and service provider in the Mid-Atlantic and Southeast regions of the United States with a network of long-haul fiber, metro Ethernet and Ethernet. NEAL STUBBS: Selling Two County 5 Osa Properties for $1.6 Million ----------------------------------------------------------------- Neal A. Stubbs asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the following real properties: a. the 100-acre property located in District 4 Bahia Ballena, County 5 Osa, in the Province of Puntarenas, Costa Rica, referred to as Inversiones Tropicals Fuente De Escalares, to Dennis Morozov for $945,000; and b. the 15-acre property located in District 4 Bahia Ballena, County 5 Osa, in the Province of Puntarenas, Costa Rica, referred to as Que Vista, to Monica Everett for $650,000. The Debtor is current on its Plan payments. He is the owner of the Tropicales Property and Que Vista. The Tropicals Property has been marketed for sale post-confirmation. The Debtor has recently received a letter of intent to purchase it. The Tropicales Property is collateral for the CL45 MW Loan 1, LLC with a principal balance of $500,000 ("Loan 39"). CL45 also holds an unsecured loan with a balance of approximately $867,000 ("Loan 40"). Based on the proposed sale price, CL45's secured loan will be paid in full at the closing. Que Vista is free and clear of liens. Que Vista has been marketed for sale post-confirmation. The Debtor has recently received an offer to purchase. Exhibit B is the draft of the promissory sale and purchase agreement. The following are the material terms for the Tropicales Property: a. Purchase price is $945,000; b. The property is being sold on a free and clear basis of all liens, claims, encumbrances and any other interests other than those identified; and c. The closing will take place by May 28, 2021. The following are the material terms for Que Vista: a. Purchase price is $650,000; b. The property is being sold on a free and clear basis of all liens, claims, encumbrances and any other interests other than those identified; c. The Debtor is to hold a mortgage for $430,000 to be paid over two years at 9.75% interest; and d. The closing will take place by May 13, 2021. The Debtor submits that the Tropicales Property can be sold free and clear of all interests because, among other reasons, the undisputed lienholder is being provided with a monetary satisfaction at closing for their interest in Loan 39. In addition, CL45 will receive a partial satisfaction of Loan 40. The counsel for the Debtor has been in contact with CL45. While CL45 has not provided consent to the Motion, the Debtor believes that it is in the best interest of the estate. CL45 will receive the net proceeds from the closing (closing costs, taxes, and fees will be paid at closing) of the Tropicales Property. The Debtor estimates that the net amount to CL45 is approximately $829,000. He will use the proceeds from Que Vista to fund plan payments and for all other allowed uses. The Tropicales Property and Que Vista have been substantially exposed to the market and the value has been subject to testing. The additional time and expense that would be incurred if Que Vista and Tropicales Property were publicly sold or auctioned would not likely enhance the purchase price to justify the additional costs. Based on this and the Debtor's business judgment, the Debtor believes the price proposed by the Tropicales Property and Que Vista buyers are reasonable. The Debtor requests expedited relief so as to proceed forward with the sale and obtain a final sale order otherwise the buyers may terminate the same. He asks that any order of the Court authorizing the Tropicales Property and Que Vista sale be effective immediately upon its entry, notwithstanding the contrary provisions of Federal Rules of Bankruptcy Procedure 6004(h) and 6006(d). He requests that any notice period proscribed by Federal Rule of Bankruptcy Procedure 2002 be shortened to facilitate the consideration of the Motion on an expedited basis. A copy of the Letters of Intent is available at https://tinyurl.com/2wkmekjm from PacerMonitor.com free of charge. Neal A. Stubbs sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-11303) on Aug. 26, 2013. The Court has confirmed the Debtor's Plan of Reorganization (together with modifications) which calls for a 100% distribution for allowed claims. NEOVASC INC: Provides Reducer Reimbursement Progress Update ----------------------------------------------------------- Neovasc Inc. announced progress towards its value creation strategy of expanding global reimbursement for the Neovasc Reducer. Expanding reimbursement for the Reducer is a key component of Neovasc's strategy to create shareholder value. In many markets around the world, access to reimbursement is a critical step towards driving market adoption. As each market has its own reimbursement dynamics, a broad-based reimbursement approach is necessary to support long-term growth potential of therapies, including Reducer. "While obtaining reimbursement in any market is not guaranteed, we believe it is prudent to provide an update on the Company's progress in select markets. Expanding the number of countries with adequate reimbursement for Reducer will be beneficial towards our value creation strategy aimed at driving physician adoption and revenue growth," stated Fred Colen, president and chief executive officer at Neovasc. Neovasc supports the Medicare Coverage of Innovative Technologies ("MCIT") executive order that is currently under review in the United States by the Centers for Medicare and Medicaid Services ("CMS"). MCIT, if enacted in its current form, will provide a pathway for incremental reimbursement for technologies designated as "Breakthrough Medical Devices" by the U.S. Food and Drug Administration ("FDA") upon FDA approval. The Reducer is recognized as a Breakthrough Device by FDA. The Company has previously disclosed that it intends to conduct an Investigational Device Exemption ("IDE") study on the Reducer in order to obtain FDA approval for the Reducer. The Company has worked with the American Medical Association to establish a new Category III CPT code to report the transcatheter implantation of a coronary sinus reduction device which will be effective July 1, 2021. Additionally, Neovasc has worked with CMS over the course of the last several months to create a new ICD-10 procedural code for Reducer and new ICD-10 diagnosis codes for refractory angina that are currently under review by CMS. In the United Kingdom, the Company recently participated in the National Institute for Health and Care Excellence ("NICE") Interventional Procedures Advisory Committee ("IPAC") meeting and anticipates continuing discussions with NICE as they develop guidance for Reducer therapy in the U.K. The Company expects NICE to issue a consultation document in the coming months that will be eligible for public comment. Final NICE guidance is anticipated as early as the second half of 2021, although NICE will ultimately determine timing of its communication. Neovasc was pleased to be invited to the IPAC committee to participate in the draft guidance development for Reducer for the treatment of refractory angina. NICE is recognized globally as a leading organization in evaluating utility and cost-effectiveness of new therapies. In France, the Company submitted its reimbursement dossier to the National Authority for Health ("HAS") earlier this year. The Company performed the first Reducer implants in France late in 2020 and has subsequently performed additional Reducer implants this year in order to gain initial experience in the country prior to establishing reimbursement. If the Company can obtain adequate reimbursement in France, Neovasc intends to hire a direct sales force to support expansion in that market. In Germany, as previously disclosed, the Company has been granted NUB Status 1 for Reducer for 2021. Additionally, with the support of the German Cardiac Society, the company has recently applied a negotiable supplementary payment. If the Company is successful in achieving ZE payment, all hospitals in Germany will be able to negotiate incremental payment for Reducer. Bill Little, chief operating officer of Neovasc, commented, "We're pleased with our progress towards expanding global reimbursement for Reducer. In many markets, obtaining adequate reimbursement is a critical step towards making Reducer available to patients that suffer from the debilitating symptoms of refractory angina. Expanding reimbursement and driving market access is a complex process and there are no guarantees of success in any market, but we're making real progress, and we look forward to continuing our work with reimbursement authorities worldwide." The Company continues its reimbursement efforts in other markets and will provide updates as noteworthy information becomes available. While progress has been encouraging, there is no certainty that any of the reimbursement strategies discussed above will ultimately be successful. About Neovasc Inc. Neovasc is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. The Company is a leader in the development of minimally invasive transcatheter mitral valve replacement technologies, and minimally invasive devices for the treatment of refractory angina. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently commercially available in the United States (2 U.S. patients have been treated under Compassionate Use) and has been commercially available in Europe since 2015, and Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada, Israel and Europe. For more information, visit: www.neovasc.com. Neovasc reported a net loss of $28.69 million for the year ended Dec. 31, 2020, compared to a net loss of $35.13 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $17.88 million in total assets, $15.90 million in total liabilities, and $1.98 million in total equity. Grant Thornton, LLP, in Vancouver, Canada, the Company's auditor since 2002, issued a "going concern" qualification in its report dated March 10, 2021, citing that the Company incurred a comprehensive loss of $30.2 million during the year ended Dec. 31, 2020. These conditions, along with other matters raise substantial doubt about the Company's ability to continue as a going concern as at Dec. 31, 2020. NEW YORK CLASSIC: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Chapter 11 case of New York Classis Motors, LLC. The committee members are: 1. Affiliated Vehicle Holdings, LLC Attention: Mr. Keith Goggin 5 East 17th Street, Floor 7 New York, NY 10003 Tel: (917) 769-6573 E-mail: KeithFGoggin@gmail.com 2. Mr. Arun Master 470 Park Avenue, Apt. 12B New York, NY 10022 Tel: (917) 703-0193 E-mail: Arun_master@yahoo.com 3. Nuvision Solutions, LLC Attention: Mr. Frank Matarazzo 259-263 Goffle Road Hawthorne, NJ 07506 Tel: (973) 304-6080 E-mail: fmatarazzo@nuvisions.net 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 New York Classic New York Classic Motors, LLC, doing business as Classic Car Club Manhattan, is a classic car dealer in New York. New York Classic Motors filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-10670) in Manhattan on April 9, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Martin Glenn oversees the case. Kirby Aisner & Curley, LLP is the Debtor's legal counsel. ORIGINCLEAR INC: Signs Exchange Deals With Preferred Stockholders ----------------------------------------------------------------- OriginClear, Inc. entered into exchange agreements with holders of the Company's Series I Preferred Stock and Series K Preferred Stock on April 20, 2021, pursuant to which such holders exchanged an aggregate of 20 shares of Series I Preferred Stock and an aggregate of 168 Series K Preferred Stock for 188 shares of the Company's Series R Preferred Stock. Conversion of Preferred Shares As previously reported, on April 3, 2019, the Company filed a certificate of designation of Series J Preferred Stock. Pursuant to the Series J COD, the Company designated 100,000 shares of preferred stock as Series J. The Series J has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series J COD. On April 20, 2021, holders of Series J Preferred Stock converted an aggregate of 5 Series J shares into an aggregate of 119,265 shares, including make-good shares, of the Company's common stock. As previously reported, on Aug. 19, 2019, the Company filed a certificate of designation of Series L Preferred Stock. Pursuant to the Series L COD, the Company designated 100,000 shares of preferred stock as Series L. The Series L has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series L COD. On April 20, 2021, holders of Series L Preferred Stock converted an aggregate of 151.5 Series L shares into an aggregate of 4,739,771 shares, including make-good shares, of the Company's common stock. As previously reported, on May 1, 2020, the Company filed a certificate of designation of Series O Preferred Stock. Pursuant to the Series O COD, the Company designated 2,000 shares of preferred stock as Series O. The Series O has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series O COD. On April 20, 2021, holders of Series O Preferred Stock converted an aggregate of 358 Series O shares into an aggregate of 8,609,916 shares of the Company's common stock. As previously reported, on May 1, 2020, the Company filed a certificate of designation of Series P Preferred Stock. Pursuant to the Series P COD, the Company designated 500 shares of preferred stock as Series P. The Series P has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series P COD. On April 20, 2021, holders of Series P Preferred Stock converted an aggregate of 34 Series P shares into an aggregate of 526,097 shares, including make-good shares, of the Company's common stock. As previously reported, on Aug. 27, 2020, the Company filed a certificate of designation of Series Q Preferred Stock. Pursuant to the Series Q COD, the Company designated 2,000 shares of preferred stock as Series Q. The Series Q has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series Q COD. On April 20, 2021, holders of Series Q Preferred Stock converted an aggregate of 36 Series Q shares into an aggregate of 865,804 shares of the Company's common stock. As previously reported, on Nov. 23, 2020, the Company filed a certificate of designation of Series R Preferred Stock. Pursuant to the Series R COD, the Company designated 5,000 shares of preferred stock as Series R. The Series R has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series R COD. On April 20, 2021, holders of Series R Preferred Stock converted an aggregate of 190 Series R shares into an aggregate of 6,311,039 shares, including make-good shares, of the Company's common stock. As previously reported, on Feb. 5, 2021, the Company filed a certificate of designation of Series S Preferred Stock. Pursuant to the Series S COD, the Company designated 430 shares of preferred stock as Series S. The Series S has a stated value of $1,000 per share, and is convertible into shares of the Company's common stock, on the terms and conditions set forth in the Series S COD. On April 20, 2021, holders of Series S Preferred Stock converted an aggregate of 5 Series S shares into an aggregate of 120,250 shares of the Company's common stock. About OriginClear Headquartered in Los Angeles, California, OriginClear -- http://www.originclear.com-- is a provider of water treatment solutions and the developer of a breakthrough water cleanup technology. Through its wholly owned subsidiaries, OriginClear provides systems and services to treat water in a wide range of industries, such as municipal, pharmaceutical, semiconductors, industrial, and oil & gas. OriginClear reported a net loss of $27.47 million for the year ended Dec. 31, 2019, compared to a net loss of $11.35 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $1.72 million in total assets, $20.56 million in total liabilities, and a total shareholders' deficit of $24.13 million. M&K CPAS, PLLC, in Houston, TX, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. PARADISE REDEVELOPMENT: Case Summary & 2 Unsecured Creditors ------------------------------------------------------------ Debtor: Paradise Redevelopment Company, LLC 1769 Hillsdale Road, Suite 24793 San Jose, CA 95154 Business Description: Paradise Redevelopment Company, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 27, 2021 Court: United States Bankruptcy Court Northern District of California Case No.: 21-50596 Judge: Hon. Elaine M. Hammond Debtor's Counsel: Stanley Zlotoff, Esq. STANLEY A. ZLOTOFF 300 South First Street Suite 215 San Jose, CA 95113 Tel: (408) 287-5087 Fax: (408) 287-7645 Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Juan-Carlos Casas, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AVOGRWY/Paradise_Redevelopment_Company__canbke-21-50596__0001.0.pdf?mcid=tGE4TAMA POLAR US: Moody's Lowers CFR to B3 on Weak Credit Metrics --------------------------------------------------------- Moody's Investors Service has downgraded Polar US Borrower, LLC's. (dba Si Group, Inc.) Corporate Family Rating to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the first lien senior secured term loan and revolving credit facility to B3 from B2. The outlook was revised to stable from negative. "The downgrade reflects SI Group's elevated leverage and credit metrics that are not commensurate with the B2 rating as a result of operating results below previous expectations as well as the additional debt to redeem the preferred equity," said Domenick R. Fumai, Moody's Vice President and lead analyst for Polar US Borrower, LLC. Downgrades: Issuer: Polar US Borrower, LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Bank Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Polar US Borrower, LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE The downgrade of the CFR to B3 is driven by Moody's expectations that despite the expected recovery in a number of the company's end markets, including rubber and adhesives, industrial resins and fuel and lubricants, the improvement in SI Group's credit profile will not be sufficient to support the prior B2 rating and will remain above the previous downgrade triggers. While SI Group was able to generate positive free cash flow of roughly $114 million in FY 2020 through cost-cutting, improved working capital management and lower capital expenditures, the impacts of the pandemic and a challenging macroeconomic environment have resulted in weaker-than-expected credit metrics. SI Group's B3 rating is constrained by continued elevated leverage with Moody's adjusted Debt/EBITDA of 7.8x as of December 31, 2020. The proposed additional $300 million senior unsecured notes issuance, which is subject to an amendment of the existing credit agreement and one-time waiver of the restricted payments covenant, in conjunction with deploying cash on the balance sheet will be used to redeem the outstanding $200 million preferred equity and accrued and undeclared dividends of approximately $100 million as well as repay $100 million of the first lien term loan. While the company's plan to redeem the preferred equity eliminates a substantial dividend payment, Moody's views the additional debt as credit negative as it will further pressure the balance sheet. The B3 rating reflects SI Group's broad product portfolio. SI Group's business profile is characterized by good scale compared to many similarly-rated issuers, well-balanced geographic diversity and solid market positions serving a varied number of end markets. The credit profile also considers the company's improved cost structure following the merger of Addivant and Schenectady International Group in 2018 as it has successfully attained over $100 million in synergies, ahead of the $77 million initial estimate. The rating is further supported by SI Group's liquidity, with cash of $146 million and $241 million of revolving credit facility availability as of December 31, 2020. The stable outlook reflects Moody's expectations that SI Group's end markets such as rubber and adhesives, fuel and lubricants, and industrial resins will benefit from stronger demand in 2021 as the economic recovery gains further momentum. The outlook also factors that the company will maintain sufficient liquidity of at least $200 million over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would likely consider a downgrade if leverage is consistently maintained above 7.5x and free cash flow is negative for a sustained period, if there is a significant deterioration in liquidity or a large debt-financed acquisition or dividend to the sponsor. Moody's would consider an upgrade if financial leverage, including Moody's standard adjustments, is below 6.0x for an extend period, revenue and free cash flow growth remain positive and the private equity sponsor demonstrates a commitment to more conservative financial policies. ESG CONSIDERATIONS Moody's also evaluates environmental, social and governance factors in the rating consideration. As a specialty chemicals company, environmental risks are categorized as moderate. SI Group does not currently have any substantial litigation or remediation related to environmental issues; however it has accruals related to environmental liabilities of about $62 million, which Moody's views as manageable given the size of the company and long tail risk nature of the liabilities. However, regulatory changes or substantial revisions to estimates could lead to sizable increases in the future. Governance risks are elevated due to private equity ownership by SK Capital Partners, which includes a board of directors with majority representation by members affiliated with the sponsor and reduced financial disclosure requirements as a private company. SI Group also has high financial leverage compared to most public companies. Moody's expects SI Group to have good liquidity over the next 12 months with available cash on the balance sheet, positive free cash flow generation and access to the $250 million revolving credit facility. Debt capital is comprised of a rated $250 million first lien senior secured revolving credit facility due October 2023, $1.475 billion first lien senior secured term loan due 2025, of which approximately $1.45 billion is outstanding as of December 31, 2020. The first lien term loan does not contain financial maintenance covenants while the revolving credit facility is subject to a springing total net leverage ratio test if usage exceeds 35% at the end of the quarter. Moody's does not expect the company to test the covenant over the next 12 months and believes that if it was triggered, SI Group would be in compliance. The principal methodology used in these ratings was Chemical Industry published in March 2019. Polar US Borrower, LLC is the pass-through entity of ultimate parent, SK Blue Holdings, LP, an affiliate of private investment firm, SK Capital Partners. SI Group manufactures performance additives for use in polymer, rubber, lubricants, fuels, adhesives applications, surfactants in addition to some specialty chemicals. The company serves a broad array of industries including pharmaceuticals, plastics, automotive, and oil and gas. SI Group generated revenue of approximately $1.5 billion for the fiscal year-ended December 31, 2020. PORTILLO'S HOLDINGS: Moody's Hikes CFR to B3 on Improved Earnings ----------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Portillo's Holdings, LLC. including its corporate family rating to B3 from Caa1, probability of default rating to B3-PD from Caa1-PD, senior secured first lien bank credit facility to B2 from B3 and senior secured second lien term loan rating to Caa2 from Caa3. The outlook was revised to stable from negative. "The upgrade reflects Portillo's ability to generate strong off-premise results in 2020 to help offset the impact from restaurant closures due to the spread of COVID-19," stated Pete Trombetta, Moody's Vice President and senior analyst. "With restrictions on indoor dining in Portillo's markets, the company was able to increase its mix of drive-thru, curbside pickup, and delivery and only experienced revenue declines of mid-single digits as compared to 2019," added Trombetta. The upgrade also reflects operating expense reductions that drove improved earnings in 2020 over 2019 levels. Upgrades: Issuer: Portillo's Holdings, LLC. Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Corporate Family Rating, Upgraded to B3 from Caa1 Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2 (LGD3) from B3 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Upgraded to Caa2 (LGD5) from Caa3 (LGD5) Outlook Actions: Issuer: Portillo's Holdings, LLC. Outlook, Changed To Stable From Negative RATINGS RATIONALE Portillo's credit profile is constrained by the company's high leverage with Moody's adjusted debt/EBITDA for the trailing 12 months ended March 31, 2021 about 6.7x. The rating also reflects Portillo's very small scale and geographically concentrated restaurant base consisting of 66 units, primarily within the Chicagoland market. Leverage, while expected to come down, will remain elevated as the company continues to focus its cash flow on restaurant growth. The ratings also consider risks associated with its private equity ownership and an aggressive financial policy, as evidenced by its history of debt financed dividends. The rating is supported by the company's loyal customer following in its core market and strong profit margins, all of which have helped drive revenue growth, healthy unit economics and cash flow generation. This, in turn, drives Moody's view that Portillo's can maintain a good liquidity position and that capital expenditures, inclusive of new unit growth, can be funded from internal cash generation. The company may draw on the revolver due to timing reasons although any balance will be repaid. The stable rating outlook reflects Portillo's good liquidity profile, with gradual improvement in debt leverage and interest coverage metrics over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade would require a demonstration of continued positive operating trends, as well as financial policies and growth strategies that will preserve a stronger quantitative credit profile. A rating upgrade would require debt/EBITDA sustained below 5.0x. The ratings and outlook could be negatively impacted if operating results were to turn negative, financial policies were to become more aggressive, or if liquidity were to erode. Ratings could be downgraded if debt/EBITDA was sustained above 6.75x or if EBIT/interest expense were to approach 1.0x. Portillo's Holdings, LLC., based in Oak Brook, Illinois, operates 66 locations primarily in the Chicagoland area under the Portillo's Hot Dogs and Barnelli Pasta Bowls banners. Revenue for the last twelve-month period ended March 31, 2021 was approximately $465 million. In July 2014, private equity firm Berkshire Partners and a co-investor purchased Portillo's from founder, Dick Portillo, in a leveraged buyout transaction. The principal methodology used in these ratings was Restaurant Industry published in January 2018. PROFESSIONAL FINANCIAL: Namms Buying Encino Property for $5 Mil. ---------------------------------------------------------------- Professional Financial Investors, Inc. ("PFI") and affiliates ask the U.S. Bankruptcy Court for the Northern District of California to authorize Professional Investors Security Fund, Inc. ("PISF") to consummate the private sale of PISF's residential real property located at 3830 Hayvenhurst Drive, in Encino, California, to Jill Namm and Steven Namm, pursuant to their sale agreement and all addenda thereto, for $5 million, free and clear of liens. A telephonic/video hearing on the Motion is set for May 13, 2021, at 10:00 a.m. PISF obtained title to the Property pursuant to a partial restitution agreement dated July 25, 2020 between PISF, PFI, which is part of the same corporate enterprise as PISF, and Mr. Wallach, the former President of PFI, as modified by that certain side letter dated Nov. 16, 2020 between the same parties. Pursuant to the Partial Restitution Agreement as modified by the Side Letter, among other things, Mr. Wallach agreed to cause the conveyance of all right, title, and interest in the Property to PISF and, in return, PISF and PFI agreed that the value (as determined by the net amount PISF receives from escrow in connection with the sale of the Property) should be credited towards any restitution judgment obtained in any criminal or civil proceedings against Mr. Wallach arising from his conduct as an employee of PFI. On Dec. 4, 2020, the Court entered an order authorizing PISF and PFI to assume the Partial Restitution Agreement, to the extent such agreement is executory, enter into the Side Letter, and perform their obligations on the Partial Restitution Agreement as modified by the Side Letter. Mr. Wallach conveyed title to the Property to PISF pursuant to a Grant Deed recorded in the official records of Los Angeles County, California, on Jan. 14, 2021. PISF has obtained a preliminary title report for the Property, which report shows that the Property is subject to delinquent property taxes in the amount of $48,105.69 plus associated penalties in the amount of $4,820.56 (as of Feb. 25, 2021). The Prelim, however, does not show any deeds of trust or other liens recorded against the Property. Pursuant to an order of the Court entered on Jan. 13, 2021, PISF engaged Sally Forster Jones of Compass Real Estate as its real estate agent to market the Property. Ms. Jones is one of the top real estate agents in Southern California and has closed more than 5,000 transactions totaling $7 billion in career sales. Ms. Jones has appeared on the Hollywood Reporter's list of Top 30 Real Estate Agents and the Los Angeles Business Journal's annual ranking of residential real estate brokers, where she was named among the top five agents for total L.A. County sales volume in 2019. Subsequent to her engagement by PISF, Ms. Jones prepared marketing materials for the Property and listed the Property for sale on the multiple listing service with a listing price of $4,495,000. The Property appeared as being for sale on such websites as www.realtor.com, www.redfin.com, and www.zillow.com. Ultimately, four of the initial offerors were willing to purchase the Property for at least $5 million, with the Buyers' offer being the highest, which PISF accepted. After the Buyers had the opportunity to conduct inspections following PISF's acceptance, the Buyers discovered that the Property has substantial deferred maintenance that has resulted in water intrusion into many areas of the house and drainage issues. PISF and the Buyers therefore executed an addendum to the purchase agreement setting the purchase price as $5 million and waiving all the Buyers' contingencies. The Buyers' offer is at or above the Debtors' expectations for the sale price of the Property. In addition, although the Buyers' offer is not the highest current offer for the Property, the Debtors have determined that the Buyers' offer is the best offer after taking into account time to closing and the certainty of closing. Thus, they, in their sound business judgment, have determined to move forward to sell the Property to the Buyers, subject to the approval of this Court, to consummate the Sale. The salient terms of the Agreement are: a. Asset to be Sold: The residential real property located at 3830 Hayvenhurst Drive, Encino, California 91436-3600 b. Buyers: Jill Namm and Steven Namm c. Purchase Price: $5 million d. Deposit: 3% of the Purchase Price (i.e., $150,000) e. Closing: Seven days or sooner after entry of the Sale Order f. Broker Fees: $250,000 g. Intended Use of Proceeds of the Sale: Upon the closing of the Proposed Sale, the Purchase Price will be paid as set forth in the Sale Agreement, customary real estate fees and expenses will be paid directly from escrow, and the net sale proceeds will be remitted to PISF's bankruptcy estate. The Proposed Sale follows extensive marketing of the Property, which yielded thirteen purchase offers, and an arms'-length negotiation process between PISF and the Buyer involving highly-qualified real estate agents on both sides. Moreover, if consummated, the Proposed Sale will provide substantial tangible and direct benefits and value to the Debtors, their estates and creditors. Specifically, the Debtors' estates will receive the benefit of the net proceeds of the Proposed Sale, which are estimated to be at least $4.6 million. The Debtors have determined in their business judgment that the Proposed Sale is the most viable, fair, and best option currently available to maximize the value of the Property for the benefit of their estates and creditors. By way of the Motion, the Debtors seek an order from the Court (i) authorizing PISF to consummate the Proposed Sale of the Property to the Buyer, pursuant to the Sale Agreement, (ii) authorizing PISF to enter into the Escrow Instructions after making any modifications that are necessary in light of PISF's bankruptcy case, (iii) authorizing the use of the sale proceeds received by PISF at an enterprise level for all of the Debtors, in the discretion of the Original Debtors' Chief Restructuring Officer, and (iv) granting related relief. Finally, the Debtors request that the Sale Order provide that the provisions of the Federal Rule of Bankruptcy Procedure 6004(h), which would otherwise stay any order approving the sale of the Property to the Buyers, be waived. About Professional Financial Investors Professional Financial Investors, Inc. and Professional Investors Security Fund, Inc. are engaged in activities related to real estate. PFI directly owns 28 real property locations in fee simple and has an interest as a tenant in common at another real property location, primarily consisting of apartment buildings and office parks, located in Marin and Sonoma Counties, California, with an aggregate value of approximately $108 million, according to an early July 2020 valuation. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors Security Fund. On July 26, 2020, Professional Financial Investors sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). On Nov. 20, 2020, Professional Financial Investors filed involuntary Chapter 11 petitions against Professional Investors Security Fund I, A California Limited Partnership and 28 other affiliates. The cases are jointly administered under Case No. 20-30604. Between February 3-4, 2021, Professional Financial Investors filed involuntary Chapter 11 petitions against Professional Investors 31, LLC and nine other affiliates. The cases are jointly administered under Case No. 20-30579. At the time of the filing, Professional Financial Investors disclosed assets of between $100 million and $500 million and liabilities of the same range. Hannah L. Blumenstiel oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP, as their legal counsel; Trodella & Lapping LLP as conflicts counsel; Ragghianti Freitas LLP, Weinstein & Numbers LLP, Wilson Elser Moskowitz Edelman & Dicker LLP, Nardell Chitsaz & Associates, and Kimball Tirey & St. John, LLP as special counsel; and Donlin, Recano & Company, Inc. as claims, noticing, and solicitation agent and administrative advisor. Michael Hogan of Armanino LLP was appointed as the Debtors' chief restructuring officer. FTI Consulting, Inc. is the financial advisor. On Aug. 19, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Pachulski Stang Ziehl & Jones. Professional Investors 31 and affiliates tapped Sheppard, Mullin, Richter & Hampton LLP as general bankruptcy counsel; Trodella & Lapping LLP as conflicts counsel; FTI Consulting, Inc. as financial advisor; and Armanino LLP as tax accountant. Donlin, Recano & Company, Inc. is the claims, noticing and solicitation agent. PURDUE PHARMA: DOJ Watchdog Bares Its Teeth at BigLaw in Chapter 11 ------------------------------------------------------------------- Law360 reports that the U.S. Trustee's Office's $1 million settlement with Skadden, WilmerHale and Dechert for failing to disclose connections with the Sackler family and Purdue Pharma in its Chapter 11 case was a shot across the bow of large bankruptcy firms, and BigLaw would be wise to take notice, experts told Law360. The bankruptcy watchdog in the Southern District of New York flexed its enforcement muscles against Skadden Arps Slate Meagher & Flom LLP, WilmerHale and Dechert LLP, which it seldom does in large corporate cases. In the negotiated deal, the U.S. Trustee took a firm stand on an issue. About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The official committee of unsecured creditors retained Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley Research Group, LLC, as its financial advisor. PURDUE PHARMA: NAS Group Opposes PI Trust Payout Procedures ----------------------------------------------------------- The NAS Children Ad Hoc Committee ("NAS Ad Hoc") submitted an objection to Purdue Pharma L.P., et al.'s First Amended Disclosure Statement. The NAS Ad Hoc represents the legal interests of thousands of children injured by fetal exposure to synthetic opioids listed on the Debtor's Proof of Claim. In many instances the guardians are individuals other than the birth mother, a fact which presents unique difficulty to NAS Children in meeting certain requirements of the PI TDP. The NAS Ad Hoc asserts that: * The Disclosure Statement, including the personal injury trust distribution procedures (the "PI TDP") (drafted without the input of the NAS Ad Hoc), filed less than 3 days before the deadline to object to the Disclosure Statement as Exhibit C to the Plan Supplement Pursuant to the First Amended Joint Chapter 11 Plan of Reorganization of Purdue Pharma, L.P. and its Affiliated Debtors, fails to identify the eligibility or qualifications for any NAS Child to obtain a distribution on account of a filed proof of claim. This failure to disclose is particularly devastating to the NAS Children because, under the PI TDP, it appears the NAS Children, despite the thousands of claims filed on their behalf, will very likely receive no distribution under the Plan. In fact, based on the NAS Ad Hoc's analysis of the PI TDP, the NAS Children will receive only 0.7% in the aggregate of the $750 million to be distributed to adult personal injury claimants under the Plan. The Plan is therefore, at its core, inconsistent with the Court's admonition that: "the parties simply need to conclude these negotiations so that a plan can be filed because, as we all know, every day that passes some poor soul is not getting either the counseling that he or she needs, or an NAS baby is no longer a baby, and her grandparents are not getting the help they need." See In re Purdue Pharma, L.P., Case No. 19-23649(RDD) (Bankr. S.D.N.Y.), Dec. 15, 2020 Hr'g. Tr., at 36:6-11 (Judge Drain comments). Unfortunately, the Disclosure Statement fails to disclose the Plan fails to provide the NAS Children or their caregivers with the help they need. * Next, the Solicitation Procedures Motion does not provide a mechanism for voting the Class 9 NAS Monitoring Claims. Because the beneficiaries of this class are a class of claimants, as opposed to individual claimants, the equivalent of a class representative needs to be appointed to vote the claims in Class 9. A similar solution was utilized in In re Insys Therapeutics, Inc., et al., Case No 19-11292 (Bankr. D. Del.). * In addition, the Plan as currently constituted is patently unconfirmable, as it: (i) unfairly prejudices and improperly classifies the NAS Children; (ii) contains unconstitutional releases; and (iii) contains a non-consensual channeling injunction. The NAS Children should be separately classified under Section 1122(a) of the Bankruptcy Code from all other unsecured claims because their injuries, in contrast to the injuries alleged by adults who claim addiction to opioids, are: (a) the result of involuntary in utero exposure to opioids; and (b) more severe and permanent, certainly with respect to impacts upon structural brain development. * Further, the claims of NAS Children have a higher value because they generally are not subject to the constraints of statutes of limitation or contributory-comparative negligence defenses that are applicable to adult personal injury claimants. Moreover, a cursory review of the PI TDP shows that it unfairly prejudices the NAS Children, as it appears to (i) arbitrarily and artificially (a) require proof of a temporal relationship between the prescription of certain NDC labeled Purdue opioids and the victim's first documented instance of addiction or substance abuse and (b) tie recovery to the direct and persistent use of a Purdue product, which is unique to individuals in that no other class of creditor, public or private, is compelled to prove that its harm resulted from a Purdue product and (ii) treat the NAS Children substantially different than other claimants within the personal injury Claimant Class, which violates Section 1123(a)(4) of the Bankruptcy Code. A plan that does not satisfy Sections 1122 and 1123 of the Bankruptcy Code cannot satisfy the requirements of Section 1129 of the Bankruptcy Code and therefore should not be distributed to creditors as it is patently unconfirmable. * Similarly, to the extent the release and channeling injunction provisions purport to release the claims of "any Cause of Action held by a natural person who is not yet born or who has not yet attained majority as of the Petition Date or as of the Effective Date," the same are unconstitutional. The Due Process Clause of the U.S. Constitution and numerous state constitutions prohibit such a release. * Lastly, the extraordinarily broad release provisions, which discharge from liability the Debtors' officers, directors, employees, etc., the non-Debtor affiliates, and anyone remotely connected to the foregoing, do not satisfy the standards set forth in Metromedia for a third-party release. Counsel for NAS Ad Hoc Committee: TARTER KRINSKY & DROGIN 1350 Broadway, 11th Floor New York, NY 10018 Tel: (212) 216-8000 Scott S. Markowitz, Esq. Rocco A. Cavaliere, Esq. Michael Z. Brownstein, Esq. E-mail: smarkowitz@tarterkrinsky.com E-mail: rcavaliere@tarterkrinsky.com E-mail: mbrownstein@tarterkrinsky.com About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. PURDUE PHARMA: Opioid Abatement Trusts to Get $5B Value in Plan --------------------------------------------------------------- Purdue Pharma L.P., et al., submitted a First Amended Chapter 11 Plan and a Disclosure Statement on April 24, 2021. On the very first day of the Chapter 11 cases, the Debtors committed to turn over all of their assets for the benefit of their claimants and the American public, with the goal of directing as much of the value of their assets as possible to combatting the opioid crisis in this country. Today, the Debtors propose a Plan that delivers on this goal. The Plan also significantly improves on the initial settlement framework that was in place at the commencement of these Chapter 11 Cases, most notably by increasing the amount that Purdue Pharma's existing shareholders will be required to pay in the aggregate from $3.0 billion to $4.5 billion. Of this sum, $225 million has been paid by the shareholders to satisfy their civil settlement with the United States Department of Justice, leaving $4.275 billion for the creditors in this bankruptcy case. This material improvement in the recovery from the shareholders directly increases by $1.275 billion the amount of funds that can be directed towards abatement. As for Purdue Pharma, it will cease to exist. On the Effective Date, the Debtors' businesses will be transferred to a newly created company, which will be indirectly owned by two of the opioid abatement trusts. No federal, state, or local governmental entity will own the equity of the new company. The new company will be a private company, will be required to operate in a responsible and sustainable manner, and will be subject to the same laws and regulations as any other pharmaceutical company. The new company will, however, be historic and unique because it will be governed by a charter that will require that it deploy its assets to address the opioid crisis in two ways. First, the new company will continue the Debtors' development of opioid overdose reversal and addiction treatment medications, and will be authorized to deliver an unlimited amount of such medications at cost when development is complete. Second, this new company will continue to grow the Debtors' non-opioid businesses, including developing its robust and diversified pipeline of non-opioid investigative candidates that have the potential to address several serious medical conditions, with resulting improvements in the value of the business benefiting the relevant opioid abatement trusts. As a result of the improvements to the settlement framework, it is expected that approximately $5 billion in value will be provided to trusts, each with a mission to fund abatement of the opioid crisis. An additional $700 to $750 million will be provided to a trust that will make distributions to qualified personal injury claimants. The Ad Hoc Group of Individual Victims has performed a preliminary analysis that estimates that a qualified personal injury claimant will likely receive between $3,500 and $48,000 in distributions from such trust, subject to reduction on account of trust and attorney fees and expenses, depending on the severity of the injuries suffered, which may be paid out in installments because such trust will be funded in installments over five years. The Plan is supported by a litany of the Debtors' creditor constituencies who recommend that eligible Claimholders vote to accept the Plan. The Plan will treat claims as follows: * Class 3 - Federal Government Unsecured Claims. The Allowed Other Federal Agency Claims shall receive treatment in a manner and amount agreed by the Debtors and the DOJ, and the DOJ Civil Claim and the DOJ Criminal Fine Claim shall receive treatment in accordance with the DOJ 9019 Order and the DOJ Resolution. Class 3 is impaired. * Class 4 - Non-Federal Domestic Governmental Claim. Approximately $4.0 billion in estimated cash distributions to NOAT over time (excluding potential proceeds of insurance claims and any release of restricted cash). Class 4 is impaired. * Class 5 - Tribe Claims. Approximately $141 million in estimated cash distributions to the Tribe Trust over time (excluding potential proceeds of insurance claims and any release of restricted cash). Class 5 is impaired. * Class 6 - Hospital Claims. $250 million in funding of Hospital Trust. Class 6 is impaired. * Class 7 - Third-Party Payor Claims. $365 million in funding of TPP Trust. Class 7 is impaired. * Class 8 - Ratepayer Claims. $6.5 million (less attorneys' fees) Truth Initiative Contribution. Class 8 is impaired. * Class 9 - NAS Monitoring Claims. $60 million in funding of NAS Monitoring Trust. Class 9 is impaired. * Class 10 - PI Claims. $700 million to $750 million in funding of PI Trust. Class 10 is impaired. * Class 11(c) - Other General Unsecured Claims. $15 million in aggregate Other General Unsecured Claim Cash. Class 11(c) is impaired. Counsel to the Debtors: Marshall S. Huebner Benjamin S. Kaminetzky Timothy Graulich Eli J. Vonnegut Christopher S. Robertson DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 A copy of the Disclosure Statement is available at https://bit.ly/3e2aV9O from PacerMonitor.com. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. QBS PARENT: Moody's Upgrades CFR to B3, Outlook Stable ------------------------------------------------------ Moody's Investors Service upgraded QBS Parent, Inc.'s (dba "Quorum") corporate family rating to B3, from Caa1, and its probability of default rating to B3-PD, from Caa1-PD. Moody's also upgraded the oil and gas ("O&G") software provider's senior secured first-lien debt, including a $35 million revolving credit facility and $355 million term loan, to B2, from B3. The outlook is stable. Upgrades: Issuer: QBS Parent, Inc. Corporate Family Rating, Upgraded to B3 from Caa1 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Senior Secured Bank Credit Facility, Upgraded to B2 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: QBS Parent, Inc. Outlook, Remains Stable RATINGS RATIONALE Quorum's ratings upgrade reflects the company's relative operating stability through 2020's upheaval in the energy markets, and Moody's expectations for improving leverage and continued positive, albeit modest, free cash flow in 2021. While Quorum's revenue fell, as expected, in 2020 (by low double-digit percentages), the company maintained stable, high-30%s EBITDA margins, delivered positive free cash flow for the year and, as of early 2021, improved its liquidity position. Although high, Moody's-adjusted debt-to-EBITDA leverage has held within 8.0 times, and with incrementally improved results anticipated for 2021, Moody's expects leverage to ease at least another half turn this year, while liquidity improves further. (Moody's adjusted debt includes a $15 million capitalized lease adjustment and no drawings under Quorum's $35 million revolver.) Having reached lows of below $20 a barrel in April of 2020, benchmark crude oil prices have tripled since then, returning to similarly strong levels reached in 2018 and 2019, while North American oil rig counts have rebounded by 65% since mid-year 2020 lows. The strengthening macro fundamentals support Moody's expectation for a return to low- to mid-single-digit percentage revenue growth for Quorum this year. Moody's outlook for the global energy industry is positive, based on Moody's expectation of a continued recovery and sustained improvement in fundamental conditions across the industry in the next 12-18 months. Pent-up consumer demand and a pickup in trade and manufacturing activity around the world are spurring a rebound in economic activity, encouraging a faster recovery in demand and prices for oil and gas through late 2021 and into early 2022 Quorum's rating is supported by the transformative early 2019 acquisition of Coastal Flow, which boosted and diversified the company's revenue mix as it now derives incremental revenue from operationally focused services in the midstream segment of the energy process chain. As a result of this and other acquisitions, Quorum is moving beyond largely upstream ERP services, and into midstream operations that are less exposed to energy commodity prices than the upstream segment. Coastal Flow's inclusion provides some insulation from energy market volatility that has once again buffeted the industry. Additionally, Quorum's companywide transition to a more recurring, subscription-based revenue model provides an ancillary cushion against commodity volatility. Moody's considers Quorum's liquidity adequate and improving. Balance sheet cash averaged just over $30 million for the four quarter ends of 2020. The measure was boosted by drawing fully under the company's $35 million revolving credit facility in the first half of the year. But since then Quorum has generated enough free cash flow (including monies from the seasonally strong first quarter of 2021), to pay off the revolver in full and still have a healthy cash balance at present. Although the facility has been increased gradually over the past several years (from $15 million in 2014), it is now modest relative to Quorum's growing scale, interest burden, and proclivity for acquisitions. As it has in the past, the company may draw temporarily on the facility in order to make an acquisition, and then replenish its capacity using cash from operations and/or proceeds from an add-on term loan. A steadily growing portion of its revenues is recurring, subscription-based (more than 60%), and as a result Quorum generates most of its cash in the first quarter, with the balance depleting during the seasonally weaker latter quarters of the year. The first- and second-lien term loans include no financial maintenance covenants, while the revolver includes a static, maximum first-lien net leverage covenant set at 7.25 times and that is triggered at 35% utilization. At present there is a slightly better than 30% cushion relative to the covenant maximum. The stable outlook is in part based on Moody's favorable expectations for the broader global energy industry. Moody's expects a continued recovery and sustained improvement in fundamental conditions across the energy industry in the next 12-18 months. Quorum's stable outlook reflects Moody's expectation for single-digit revenue growth, moderate deleveraging, and modestly positive free cash flow. Moody's also expects financial leverage by year end 2021 to decline towards 7.0 times, a slow improvement in interest coverage, and free cash flow as a percentage of debt of better than 3.0%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Quorum's ratings if the company generates revenue growth of at least upper-single-digit percentages, if Moody's expect debt-to-EBITDA will remain below 6.0 times, and if free cash flow is sustained at least at mid-single digits as a percentage of debt. Moody's could downgrade the ratings if revenues and EBITDA in 2021 fall, rather than grow modestly as expected, reflective, possibly, of longer and deeper than anticipated disruption to social and economic activity due to the COVID-19 epidemic. The ratings could also be downgraded if Moody's expects that free cash flow will turn negative, or if access to the revolver is threatened. Headquartered in Houston, TX, Quorum is a software and consulting company that designs, develops, implements, and supports primarily ERP software solutions to companies in the North American energy industry. In addition to Quorum's software business, the company provides gas and liquid measurement services as a result of the purchase of Coastal Flow Measurement Inc. in March 2019. The company is owned by affiliates of Thoma Bravo Partners as the result of a late-2018 LBO. The principal methodology used in these ratings was Software Industry published in August 2018. RECRUITER.COM GROUP: Incurs $17 Million Net Loss in 2020 -------------------------------------------------------- Recruiter.com Group, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $17.04 million on $8.50 million of revenue for the year ended Dec. 31, 2020, compared to a net loss of $11.84 million on $6 million of revenue for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $5.71 million in total assets, $16.83 million in total liabilities, and a total stockholders' deficit of $11.12 million. Boca Raton, Florida-based Salberg & Company, P.A., the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 8, 2021, citing that the Company has a working capital deficit at Dec. 31, 2020, will require additional financing to continue operations in 2021 and has had historical net losses and net cash used in operating activities. These matters raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1462223/000121390021014153/f10k2020_recruitercom.htm About Recruiter.com Headquartered in Houston, Texas, Recruiter.com Group, Inc. (www.Recruiter.com) operates an on-demand recruiting platform that combines an online hiring platform with the world's largest network of small and independent recruiters. The Recruiter.com platform is powered by virtual teams of Recruiters On Demand and Video and Artificial Intelligence job-matching technology. REVLON INC: Citi Urges Court to Overturn $500M Transfer Decision ---------------------------------------------------------------- Chris Dolmetsch and Jenny Surane of Bloomberg News reports that Citi asks court to reverse $500 million transfer decision. Citigroup Inc. urged a federal appeals court to overturn a ruling allowing a group of disgruntled Revlon Inc. creditors to keep more than a half-billion dollars they were accidentally sent by the bank last summer of 2020. The bank said in papers filed Thursday that the court should reverse U.S. District Judge Jesse Furman’s surprise ruling, saying the February decision "sent shockwaves through the markets and generated outcry across the financial industry." The ruling expanded "far beyond historical bounds" an exception to an industry standard that the recipient of mistaken transfers should return the money, Citi argued. About Revlon Inc. Headquartered in New York, New York, Revlon, Inc. conducts its business exclusively through its direct wholly-owned operating subsidiary, Revlon Consumer Products Corporation and its subsidiaries. Revlon is an indirect majority-owned subsidiary of MacAndrews & Forbes Incorporated, a corporation beneficially owned by Ronald O. Perelman. Mr. Perelman is Chairman of Revlon's and Products Corporation's Board of Directors. * * * In July 2020, S&P Global Ratings lowered issuer credit rating on Revlon Inc. to 'CC' from 'CCC-'. Concurrently, S&P lowered its issue-level rating on the company's $880 million Brandco first lien term loan to 'CCC-' from 'CCC' and maintain '2' recovery rating. In addition, S&P lowered its issue-level rating on the remaining tranches of secured debt to 'C' from 'CC' and maintained '5' recovery rating. Lastly, S&P affirmed its 'C' issue-level rating on the company's two tranches of unsecured notes, the '6' recovery ratings remain unchanged. The negative outlook reflects S&P's expectation that it will lower its issuer credit rating on Revlon to 'SD' (selective default) and its issue-level rating on its February 2021 notes to 'D' after the transaction closes. The downgrade follows Revlon's announcement that it commenced an offer to exchange any and all of its outstanding amounts of 5.75% notes due February 2021 for a combination of new 5.75% notes due February 2024 and an early tender/consent fee. The existing noteholders will receive $750 principal amount of new notes for every $1,000 of existing notes tender and $50 of cash as an early tender/consent fee. Holders who tender their existing notes after the early tender deadline (Aug. 7, 2020) will receive only $750 principal amount of new notes for every $1,000 principal amount of existing notes tendered. ROYAL BLUE: Seeks Access to Cash Collateral on Final Basis ---------------------------------------------------------- Royal Blue Realty Holdings, Inc., asked the Bankruptcy Court to authorize the use of cash collateral on a final basis and in the ordinary course of the Debtor's business, pursuant to the proposed budget. The Debtor also sought permission to grant its senior pre-petition lender, Deutsche Bank National Trust Company, adequate protection in consideration for the use of cash collateral. The Debtor's projected profit and loss for the period from May 2021 through July 2021 provided for $7,000 in total expenses, after reimbursements by Net Lessee of $85,325. A copy of the projected profit and loss is available for free at https://bit.ly/2SdNd1H from PacerMonitor.com. Deutsche Bank National Trust Company is the trustee of the mortgage trusts (the American Home Mortgage Assets Trust 2007-1 and American Home Mortgage Assets Trust 2006-6), which American Home Mortgage (AHM) formed when AHM went bankrupt in 2007. The Debtor's pre-petition notes and mortgages securing certain residential loans were then allegedly assigned to these mortgage trusts. Prior to this alleged assignment to the mortgage trusts, the Debtor's notes and mortgages were allegedly assigned to American Home Mortgage Acceptance, Inc., (AHMA) by Washington Mutual Savings Bank. The Debtor and its principal Serge Souto later refinanced the mortgage with AHM. The Trustee alleged that the Debtor has stopped making payments to AHM. In 2009 and 2010, the Trustee commenced eight foreclosure actions, and in or about 2015, the Trustee commenced three more foreclosure actions. In 2016, the Trustee commenced a 12th action. The Debtor said it materially disputes the validity and enforceability of the mortgages, and that Deutsche Bank has no interest in the Debtor's cash and cash equivalents. The Debtor recounted that the Trustee could not produce the original notes and instead submitted lost note affidavits to the Court. According to the Debtor, the loans were supposedly transferred by AHM to 2007 Trust or the 2006 Trust but the Debtor does not believe that any of the original notes were legally assigned from American Home Mortgage Acceptance, Inc., (AHMA) to American Home Mortgage (AHM) or from AHM to the trusts, prior to the commencement of the foreclosures. The Debtor said it is offering Deutsche Bank adequate protection in the form of replacement liens in the same nature, extent and validity as existed as of the Petition Date, and is seeking Court authority for the use of the cash collateral only out of abundance of caution, as it disputes the enforceability of the mortgages. A copy of the motion is available for free at https://bit.ly/2S7jG9R from PacerMonitor.com. About Royal Blue Realty Holdings Royal Blue Realty Holdings, Inc., holding business at 162-174 Christopher Street, New York, New York, is primarily engaged in renting and leasing real estate properties. It filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 21-10802) on April 26, 2021 with the United States Bankruptcy Court for the Southern District of New York. Judge Hon. Lisa G. Beckerman oversees the case. DAVIDOFF HUTCHER & CITRON LLP is the Debtor's counsel. The Debtor estimated assets between $1 million to $10 million, and liabilities between $10 million to $50 million as of the Petition Date. The petition was signed by Andrew Nichols, chief restructuring officer. SECURE HOME: May 5 Deadline Set for Panel Questionnaires -------------------------------------------------------- The United States Trustee is soliciting members for an unsecured creditors committee in the bankruptcy case of Secure Home Holdings, LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a Questionnaire available at https://bit.ly/3gUYMVW and return it to Timothy.Fox@usdoj.gov at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Wednesday, May 5, 2021. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Secure Home Holdings Newtown Square, Pa.-based Secure Home Holdings, LLC and its affiliates are a national provider of technologically advanced security solutions, including residential and commercial security systems, home automation systems, smoke and carbon monoxide detectors, and other security solutions in communities throughout the United States. On April 25, 2021, Secure Home Holdings LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10745). Secure Home estimated assets and liabilities of $100 million to $500 million. Judge J. Kate Stickles oversees the cases. The Debtors tapped Chipman Brown Cicero & Cole, LLP as bankruptcy counsel; Skadden, Arps, Slate, Meagher & Flom, LLP as special bankruptcy counsel; M3 Advisory Partners, LP as financial advisor; and Raymond James & Associates, Inc. as investment banker. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. Ropes & Gray LLP serves as counsel to Seaport Loan Products LLC and Acquiom Agency Services LLC as co-administrative agents under the Debtors' DIP Financing facility. Acquiom Agency Services LLC also serves as DIP collateral agent. SECURE HOME: Unsecureds Will Recover Nothing in Prepack Plan ------------------------------------------------------------ Secure Home Holdings LLC, et al., submitted a Prepackaged Plan and a Disclosure Statement. The Plan is currently supported by the Debtors and Holders of more than 66.6% of the amount of the First Lien Claims. The Plan implements a prepackaged restructuring agreed to among the Debtors and the Consenting Secured Lenders. The restructuring will result in a significant deleveraging of the Debtors' capital structure. The anticipated benefits of the Plan include, without limitation, the following: (a) Payment of the DIP Lenders (i) in full of amounts outstanding under the New Money DIP Facility in either Cash or (with the prior written consent of the Consenting Secured Lenders) an equal amount of DIP Takeback Loans and (ii) in full of the amounts outstanding under the Roll-Up DIP Facility in Reorganized Equity Interests at an implied equity value based on an assumed plan enterprise value of $145 million after deducting the estimated funded portion of the Exit Facilities and any DIP Takeback Loans on the Effective Date, subject to dilution from the Management Incentive Plan; (b) Conversion of not less than $95.0 million5 of First Lien Secured Claims to equity; (c) Treatment of approximately $106.5 million of First Lien Deficiency Claims and Second Lien Deficiency Claims as General Unsecured Claims under the Plan; (d) An Exit Facility, which if obtained, will be set forth in the Exit Facility Documents filed as part of the Plan Supplement; and (e) Prompt emergence from chapter 11. The Plan provides for a comprehensive restructuring of the Debtors' prepetition obligations, preserves the going-concern value of the Debtors' business, maximizes all creditor recoveries, and protects the jobs of the Debtors' invaluable employees, including Management. As described in further detail below, under the terms of the Plan, among other things, each Holder of Claims under the Roll-Up DIP Facility will be paid in full with Reorganized Equity Interests at an implied equity value based on an assumed plan enterprise value of $145 million after deducting the estimated funded portion of the Exit Facilities and any DIP Takeback Loans on the Effective Date and each Holder of First Lien Secured Claims will receive, on account of their First Lien Secured Claims, a Pro-Rata Share of the First Lien Equity Allocation. The Plan provides for the treatment of Claims against and Equity Interests in the Debtors through, among other things, the following: * Each Holder of an Allowed Administrative Claim will receive full and final satisfaction, settlement, release, and discharge of and in exchange for of its Allowed Administrative Claim an amount of cash equal to the unpaid portion of such Allowed Administrative Claim; * Each Holder of an Allowed Priority Tax Claim will be treated in accordance with the terms set forth in Section 1129(a)(9)(C) of the Bankruptcy Code; * On the Effective Date, unless otherwise agreed to in writing by each affected DIP Lender, the DIP Lenders will receive (i) payment in full of the amounts outstanding under the New Money DIP Facility and of any interest accrued under the DIP Facility, payable in Cash or (with the prior written consent of the Consenting Secured Lenders) an equal amount of DIP Takeback Loans and (ii) payment in full of the principal amounts outstanding under the Roll-Up DIP Facility, payable in a Pro Rata Share of the DIP Equity Allocation; * Each Holder of an Allowed Other Priority Claim, in full and final satisfaction, settlement, release, and discharge and in exchange for each Other Priority Claim, shall (i) be paid in full in Cash, or (ii) receive such other recovery as is necessary to satisfy section 1129 of the Bankruptcy Code; * Each Holder of an Other Secured Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed Other Secured Claim: (i) payment in full in cash; (ii) delivery of the collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) other treatment rendering such Claim Unimpaired in accordance with Section 1124 of the Bankruptcy Code; * Each Holder of an Allowed First Lien Secured Claim in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed First Lien Secured Claim, shall receive its Pro-Rata Share of the Reorganized Equity Interests; * All Second Lien Secured Claims will be canceled, released and discharged without any distribution on account of such claims; * All First Lien Deficiency Claims and Second Lien Deficiency Claims will be treated as General Unsecured Claims. In addition, PPP Loan Claims, including for which the Debtors have requested loan forgiveness pursuant to applicable Law, shall be treated as General Unsecured Claims to the extent not forgiven; * All General Unsecured Claims totaling $110.5 million to $116.5 million shall be discharged and will receive no distribution on account of such Claims; * Each Intercompany Claim shall, at the option of the Debtors and the Consenting Secured Lenders be (i) Reinstated or (ii) canceled, released and discharged without any distribution on account of such Claims; * All Subordinated Claims shall be cancelled, released, and discharged as of the Effective Date, and shall be of no further force or effect; * All Other Equity Interests shall be cancelled, released and discharged without any distribution on account of such Other Equity Interests; and * The Intercompany Equity Interests shall be cancelled, released and discharged without any distribution on account of such Intercompany Equity Interests; provided, however, that at the option of the Debtors and the Consenting Secured Lenders, the Intercompany Equity Interests may be Reinstated for administrative convenience. The Debtors shall fund distributions under the Plan with (1) Cash on hand, including cash from operations; (2) the proceeds of the Exit Facility; and (3) the Reorganized Equity Interests. Cash payments to be made pursuant to the Plan will be made by the Debtors or Reorganized Debtors, as applicable. Proposed Counsel for the Debtors: Van C. Durrer, II, Esq. Destiny N. Almogue, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 S. Grand Avenue, Suite 3400 Los Angeles, CA 90071 Telephone: (213) 687-5416 - and - William E. Chipman, Jr. Robert W. Weber Mark D. Olivere CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, Delaware 19801 Telephone: (302) 295-0191 A copy of the Disclosure Statement is available at https://bit.ly/3xvMedr from PacerMonitor.com. About Secure Home Holdings Newtown Square, Pennsylvania-based Secure Home Holdings LLC and its affiliates are a national provider of technologically advanced security solutions, including residential and commercial security systems, home automation systems, smoke and carbon monoxide detectors, and other security solutions in communities throughout the United States. On April 25, 2021, Secure Home Holdings LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10745). Secure Home estimated assets and liabilities of $100 million to $500 million. The Debtors tapped Chipman Brown Cicero & Cole, LLP, as bankruptcy counsel; SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP as special bankruptcy counsel; M3 ADVISORY PARTNERS, LP, as financial advisor; and RAYMOND JAMES & ASSOCIATES, INC., as investment banker. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. SM ENERGY: Incurs $251.3 Million Net Loss in First Quarter ---------------------------------------------------------- SM Energy Company announced operating and financial results for the first quarter 2021 and provided certain second quarter 2021 guidance. During the first quarter of 2021: * Cash flows included net cash provided by operating activities of $105.6 million before net change in working capital of ($51.4) million totaling $157.1 million. Adjusted EBITDAX was $215.0 million. * Production was 10.05 MMBoe or 111.6 MBoe/d and was 54% oil. Production volumes were affected by the severe winter storm in Texas during February 2021, which resulted in 14 days of reduced production and delayed completions of new wells. * Capital expenditures reflected continued capital efficiencies with costs maintained at approximately $520 per lateral foot. Capital expenditures of $147.6 million adjusted for increased capital accruals of $37.4 million totaled $185.0 million. Chief Executive Officer Herb Vogel comments: "While unprecedented first quarter weather presented exceptional challenges, the SM Energy team prioritized safety, collaborated with suppliers and we are back on track toward achieving our long-term objectives. We remain focused on key priorities of generating free cash flow, reducing absolute debt and demonstrating top tier ESG stewardship, and we maintain our full-year guidance for production, capital expenditures and generating free cash flow." First quarter 2021 net loss was $251.3 million, or $2.19 per diluted common share, which compared with a net loss of $411.9 million, or $3.64 per diluted common share, in the same period in 2020. The current period included a $344.7 million net derivative loss, while the prior year period included a $989.8 million impairment, partially offset by a $545.3 million net derivative gain. First quarter 2021 net cash provided by operating activities of $105.6 million before net change in working capital of ($51.4) million totaled $157.1 million, which was down 34% from $236.6 million in the comparable prior year period. While the first quarter 2021 operating margin (before the effects of hedge settlements) was up 77% compared with the prior year period, the decline in cash flow before net change in working capital was primarily due to an 18% decline in daily production volumes and $107.9 million realized hedge loss. On March 31, 2021, the outstanding principal amount of the Company's long-term debt was $2.32 billion. Long-term debt was comprised of $1.67 billion in unsecured senior notes, $446.7 million in secured senior notes, $65.5 million in secured senior convertible notes, plus $135.0 million drawn on the Company's senior secured revolving credit facility. In March 2021, the Company's borrowing base and commitments under its senior secured revolving credit facility were reaffirmed by its lenders at $1.1 billion. At March 31, 2021, the Company's available liquidity was $965.0 million. The cash balance was approximately zero. During the Spring 2021 redetermination process, the Company did not request an extension of second lien capacity. First quarter 2021 capital expenditures of $147.6 million, adjusted for increased capital accruals of $37.4 million, totaled $185.0 million. During the quarter, the Company drilled 13 net wells and completed 14 net wells in the Midland Basin and drilled 5 net wells and completed 3 net wells in South Texas. The Company fracture stimulated two more wells than planned during March, and those wells are expected to come on production mid-year. A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/893538/000089353821000028/exhibit99104292021er.htm About SM Energy SM Energy Company is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and natural gas liquids in the state of Texas. SM Energy reported a net loss of $764.61 million for the year ended Dec. 31, 2020, compared to a net loss of $187 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $4.97 billion in total assets, $583.74 million in total current liabilities, $2.37 billion in total noncurrent liabilities, and $2.01 billion in total stockholders' equity. SOLOMON EDUCATION: Obtains Permission to Use Cash Collateral ------------------------------------------------------------ Judge Timothy W. Dore authorized Solomon Education Group, LLC to use cash collateral to pay for operating expenses, including future payroll and related taxes pursuant to the budget. Parties with an interest in the cash collateral are granted replacement liens on the same collateral, and in the same priority, as existed on the Petition Date. A copy of the order is available for free at https://bit.ly/3gSfl4X from PacerMonitor.com. About Solomon Education Group Solomon Education Group, LLC -- http://www.solomonschool.com-- is a Mukilteo, Wash.-based limited liability company that runs a private day and boarding school for grades 7 to 12. Solomon Education Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-10539) on March 18, 2021. In the petition signed by Richard Lee, managing member, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Timothy W. Dore oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C. is the Debtor's legal counsel. SOUTHERN CLEARING: Unsecureds Will be Paid Monthly for 36 Months ---------------------------------------------------------------- Southern Clearing & Grinding, Inc., submitted a First Amended Chapter 11 Subchapter V Plan of Reorganization. The Debtor's assets consist of cash in the bank totaling $54,472, account receivable totaling $319,670 and equipment having a value of $3,174,250. The Plan will treat claims as follows: * Class 7: Secured claim of North Mill Credit Trust totaling $123,796.35. North Mill shall be entitled to a secured claim in the amount of $85,000 which shall be paid by amortizing the $85,000 secured claim over 36 months at 8% interest, with monthly payments being in the amount of $2,3664. Upon receipt of payment of the $85,000 secured claim as provided herein, North Mill shall promptly release its liens on the equipment. The $38,796.35 remainder of North Mill's claim shall be treated as a class 8 general unsecured claim and paid accordingly. * Class 8: Unsecured claims totaling $1,459,034. Unsecured creditors will be paid from months 1 through 12, $12,503 per month, from months 12 through 24, $17,607 per month and from months 25 through 36 an amount of $23,712 per month. * Class 9: Equity Security Holder. The Equity Holder will retain his interest in the reorganized Debtor as such interest existed as of the petition date. The source of funds for the payments pursuant to the plan is the future income of the debtor from its normal operations. Attorney for the Debtor: Paul Reece Marr, Esq. Paul Reece Marr, P.C. 1640 Powers Ferry Road Building 24, Suite 350 Marietta, GA 30067 Tel: 770-984-2255 E-mail: paul.marr@marrlegal.com A copy of the First Amended Chapter 11 Subchapter V Plan of Reorganization is available at https://bit.ly/3dWo43Y from PacerMonitor.com. About Southern Clearing & Grinding Southern Clearing & Grinding, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 20-51567) on Dec. 10, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge James P. Smith oversees the case. Paul Reece Marr, P.C., is the Debtor's legal counsel. SOUTHERN PRODUCE: Ron Cottle Buying Faison Property for $10K ------------------------------------------------------------ Southern Produce Distributors, Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Wilmington Division, to authorize the private sale of the real property, plus all improvements and all rights appurtenant thereto, located at Off US 117 Hwy/I-40 Connector, in Faison, Duplin County, North Carolina, to Ron Ervin Cottle for $10,000. The Debtor owns the Real Property, further identified by Parcel No. 02-706, and more particularly described in Deed to Real Estate from The Federal Land Bank of Columbia, Grantor, to Southern Produce Distributors, Incorporated, Grantee, recorded March 2, 1988, Book 996, Page 156, Duplin County Registry. The Debtor has received an Offer to Purchase and Contract-Vacant Lot/Land from the Purchaser to purchase the Real Property for a purchase price of $10,000, subject to: (i) ad valorem taxes for the subject property, (ii) reasonable and normal costs of closing, including, without limitation, reasonable costs or expenses of sale required to be paid by the Reorganized Debtor as the seller pursuant to the respective sale contract. The net sale proceeds received from the sale will be subject to the following uses: (i) Quarterly Fees generated by the sale when and as applicable, (ii) reasonable attorney for Debtor fees relating to the sale and closing, and (iii) applicable capital gain taxes when and if applicable. Upon information and belief, the Real Property is not subject to any liens on the title or any encumbrances. The sale of the Real Property will be subject to a 5% real estate commission to be paid to David Kornegay of Kornegay Realty, Inc., 510 N. Breazeale Avenue, Mt. Olive, North Carolina, 28365, who has been employed by the Debtor, and said real estate commission will be paid at the closing from the applicable sale proceeds. The Debtor listed the value for the Real Property as $100,000 on its Schedules filed with the Court. The Duplin County current tax value for the Real Property is $94,000. It appears that the Real Property is in a flood plain and is land-locked. The Real Property borders US Hwy 117, but US Hwy 117 is a "non-access" highway in this location that does not allow access to parcels from the road. The Purchaser owns the parcels surrounding the Real Property. The Real Property is not presently used in the Debtor's business operations and is not necessary to its continued business operations. The Debtor intends to set aside the net sale proceeds received from the closing on the Offer, and preserve such funds for use and application pursuant to its Plan of Reorganization. No other offers for the Real Property were received by the Debtor. The best interests of the Debtor, its creditors and the estate will be served by the allowance of the Motion. By the Motion, the Debtor asks the Court to approve the sale of the Real Property, plus all improvements and all rights appurtenant thereto, to the Buyer free and clear of liens or encumbrances, subject to (i) ad valorem taxes, which will be pro-rated to the date of the closing, with seller’s portion paid at the closing from the sales proceeds, (ii) reasonable and normal costs of closing, including, without limitation, reasonable costs or expenses of sale required to be paid by the Debtor as the seller pursuant to the respective sale contract, and (iii) a real estate broker commission of 5% to be paid to the Broker, at the closing from the applicable sale proceeds. The net sale proceeds received from the sale will be subject to the following uses: (i) Quarterly Fees generated by the sale when and as applicable, (ii) reasonable attorney for Debtor fees relating to the sale and closing, and (iii) applicable capital gain taxes when and if applicable. A copy of the Contract is available at https://tinyurl.com/2yc56ex4 from PacerMonitor.com free of charge. About Southern Produce Southern Produce Distributors, Inc. -- http://southern-produce.com/ -- is a provider of sweet potatoes and peppers to markets across the US, Canada, UK and Europe. Southern Produce was founded in 1942 and is based in Faison, North Carolina. Southern Produce Distributors filed for bankruptcy protection (Bankr. E.D.N.C. Case No. 18-02010) on April 20, 2018. In the petition signed by Randy W. Swartz, president and CEO, the Debtor disclosed total assets of $27.12 million and total liabilities of $19.96 million. Gregory B. Crampton, Esq., of Nichols & Crampton, P.A., serves as counsel to the Debtor. Janvier Law Firm, PLLC, serves as special counsel. SRI VARI: Seeks Cash Collateral Access -------------------------------------- Sri Vari CRE Development, LLC asks the U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, for authority to use cash collateral on an interim basis in accordance with a formal budget, with a variance of 10% per line item (on a cumulative basis). The Debtor asserts it will suffer immediate and irreparable harm without the interim relief requested. In the absence of a court order authorizing the use of cash collateral, the Debtor will be unable to meet its operating expenses, will not be able to meet its obligations to its franchisor, and will be forced to cease operations immediately, rather than reorganizing its business structure in order to maximize value for the bankruptcy estate and its creditors. In addition to essential operating expenses such as payroll costs, the Debtor must pay other charges on a rolling basis throughout the month that the Debtor's guests and the State of North Carolina require and demand of an innkeeper such as electricity, water, cable television, and internet service. The Debtor must also maintain ongoing franchise fees; should the Debtor default on these payments, it will be cut off from franchisor support and suffer a significant reduction in bookings. M2 Steele Creek CY LLC asserts a lien on the Debtor's real property holdings and fixtures, as well as all the Debtor's tangible and intangible personal property (including rents) securing an aggregate debt of approximately $16,380,000. The Debtor is informed that M2SC acquired the underlying loan documents from the Debtor's prior lender, Georgia's Own Credit Union, in March 2021. The Debtor owns and operates a Courtyard by Marriott branded hotel in Charlotte, North Carolina. The Debtor's revenues are derived from rentals of its guest rooms and related physical facilities. The Debtor also provides food service and restaurant amenities, laundry, telephone and internet services, a gym, and a swimming pool. The Debtor's assets primarily consist of the real property located at 8536 Outlets Boulevard, hotel related furniture, fixtures, and equipment, food and beverage inventory, and accounts receivable. To the extent that the Debtor is using cash collateral, such funds would be encumbered by the liens of M2SC. The Debtor held bank deposits of approximately $143,000 as of the Petition Date, and a modest amount of inventory. The anticipates scheduled unsecured claims will total roughly $215,000. The Debtor claims M2SC is substantially oversecured based on the value of the Debtor's real property and furniture, fixtures, and equipment alone. The Debtor submits that the market value of its operating assets as of the Petition Date is at least $23,500,000, resulting in an equity cushion of approximately 30%. Due to the emergency nature of the Debtor's bankruptcy filing, counsel has not yet had a full opportunity to review all of the promissory notes, deeds of trust, assignments, security agreements, financing statements, and other documents memorializing M2SC's asserted claim(s). The Debtor contends that the use of cash collateral in the ordinary course of business, in and of itself, provides adequate protection in that it preserves the going concern value of the Debtor's business and, as a result, the value of the pre-petition collateral. Further, the Debtor asserts that M2SC is protected by a significant equity cushion in the Debtor's property. Given the nature of the collateral, it is unlikely that M2SC's equity cushion will decrease during the interim period for which cash collateral use is requested. A copy of the motion is available for free at https://bit.ly/3xGmYRV from PacerMonitor.com. About Sri Vari CRE Development, LLC Sri Vari CRE Development, LLC is a limited liability company formed in 2017 under the laws of the State of North Carolina. The company owns and operates a Courtyard by Marriott branded hotel located at 8536 Outlets Boulevard in Charlotte, North Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Case. No. 21-30250) on April 29, 2021. In the petition signed by Anuj N. Mittal, manager, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Laura T. Beyer oversees the case. Richard S. Wright, Esq. at MOON WRIGHT & HOUSTON, PLLC is the Debtor's counsel. STONEMOR INC: Prices Offering of $400 Million Senior Secured Notes ------------------------------------------------------------------ StoneMor Inc. announced the pricing of $400 million aggregate principal amount of its 8.500% Senior Secured Notes due 2029. The Notes will be issued at a price equal to 100% of the principal amount thereof, plus accrued interest from May 11, 2021. The Notes will be senior secured obligations of the Company and will be guaranteed by certain of the Company's domestic subsidiaries and by any foreign subsidiary that guarantees any future credit facility. The offering is expected to close on May 11, 2021, subject to customary closing conditions. The Company intends to use the net proceeds of the offering to fund the redemption in full of approximately $338.1 million aggregate principal amount of the outstanding 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 together with an approximately $18.5 million prepayment premium and pay fees and expenses incurred in connection with the offering. Any remaining proceeds will be used for general corporate purposes, which may include acquisitions. The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and are being offered only to persons who are reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in reliance on Regulation S. Unless so registered, the Notes may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. About StoneMor Inc. StoneMor Inc. (http://www.stonemor.com),headquartered in Bensalem, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 304 cemeteries and 70 funeral homes in 24 states and Puerto Rico. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. StoneMor reported a net loss of $8.36 million for the year ended Dec. 31, 2020, compared to a net loss of $151.94 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $1.63 billion in total assets, $1.72 billion in total liabilities, and a total owners' equity of($92.41 million). TIDEWATER ESTATES: Bertuccis Buying Hancock County Asset for $1.1M ------------------------------------------------------------------ Tidewater Estates, Inc., asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of the parcel of real property located in Hancock County, Mississippi, immediately North of the City of Diamondhead, Mississippi, consisting of approximately 400 acres, to Bryan J. Bertucci and Ruth F. Bertucci for $1.1 million. At the time of the filing of the Petition the Debtor was the owner of the Property. The Debtor entered into a Contract for the Sale and Purchase of Real Estate dated April 22, 2021, to sell a portion of the Property, to the Buyers. The Property to be purchased is 96.6 acres South of Kiln-Delisle Road identified on a 2020 appraisal by Allen Purvis as "Tracts 6, 7, 8, and 9," valued at $1,031,100 in said appraisal. The Purchase Price would be $800,000.00 cash/cash equivalent, $80,000 savings on Real Estate Commission (at 10%), approximately $70,000 in maintenance and improvements to make property habitable; and payment to settle claims on behalf of Tidewater $240,000. The effective purchase price being approximately $1.1 million for an immediate sale. If approved by the Court, the sale of the property will be closed immediately (within one (1) week of final approval), eliminating uncertainty and stopping monthly interest now accruing for the debts of Tidewater secured by the Property of approximately $3,400 per month. Celeste Bertucci McShane holds a promissory note and first position deed of trust secured by the Property, which is a line of credit deed of trust securing up to $300,000 with a current balance of approximately $127,247.96. Said deed of trust is dated Oct. 30, 2017, and is recorded at Deed of Trust Book 2018, Page 8933 in the land records of Hancock County, Mississippi. Celeste Bertucci McShane is an insider as defined in 11 U.S.C. Section 101(31)(B). Bryan J. Bertucci holds a promissory note and second position deed of trust secured by the Property, which is a line of credit deed of trust securing up to $300,000, with a current balance of approximately $144,924.88. Said deed of trust is dated Oct. 30, 2017, and is recorded at Deed of Trust Book 2018, Page 8944 in the land records of Hancock County, Mississippi. Bryan J. Bertucci holds a promissory note and third position deed of trust acquired by assignment from Gulf Coast Bank and Trust Co. ("GCB&T Loan") secured by the Property with a payoff balance of approximately $613,338.003. Said deed of trust is dated Nov. 26, 2018, and is recorded at Deed of Trust Book 2018, Page 25780 in the land records of Hancock County, Mississippi. The property taxes are due to Hancock County, Mississippi for tax year 2020 in approximate amount of $12,450. They are projected to be due to Hancock County, Mississippi for the tax year 2021 for the time prior to closing that the Property is owned by the Debtor during tax year 2021, which are estimated to be in the approximate amount of $4,000. As set forth in the Contract, the Debtor has agreed that the following expenses, charges and fees should be paid from the proceeds of the sale: a. Payment of County ad valorem taxes for the tax year 2020 in approximate amount of $12,450 with the exact amount determined immediately prior to closing. b. Proration of the County ad valorem taxes for the current year of approximately $4,000, with the exact amount determined immediately prior to closing. c. Payment to Celeste Bertucci McShane of approximately $127,247.96 with the actual payoff amount being provided by Gulf Coast Bank and Trust Company prior to closing. d. Payment to Bryan J. Bertucci of approximately $144,924.88 with the actual payoff amount being provided by Gulf Coast Bank and Trust Co. prior to closing, or alternatively credit said amount to the Purchase Price at closing. e. Payment to Bryan J. Bertucci of any balance due on the GCB&T Loan, with the actual payoff amount being provided prior to closing. There are no real estate commissions or brokerages fees to be paid in connection with this transaction, and the estate will not bear any closing costs, other than charges of the closing attorney and the Debtor's counsel. The sale contemplated by the Motion should release the Property from all existing liens and transfer such lien to the proceeds of sale. The Debtor further prays that the Court authorizes that the Property be sold free and clear of all liens, which liens will attach to the proceeds. A copy of the Contract is available at https://tinyurl.com/w6vvemxz from PacerMonitor.com free of charge. About Tidewater Estates, Inc. Tidewater Estates, Inc. filed its voluntary petition for relief under CHapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 20-50955) on June 9, 2020. In the petition signed by Emile A. Bertucci, III, director, secretary/treasurer, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Debtor is represented by Patrick Sheehan, Esq. at SHEEHAN AND RAMSEY, PLLC. TRUCKING AND CONTRACTING: May 25 Plan Confirmation Hearing Set -------------------------------------------------------------- On March 15, 2021, debtor Trucking and Contracting Services, LLC, filed with the U.S. Bankruptcy Court for the District of New Mexico a Chapter 11 Plan of Reorganization. On April 29, 2021, Judge Robert H. Jacobvitz ordered that: * May 20, 2021, at 5:00 p.m., is fixed as the last day for filing and serving objections to confirmation of the Plan. * May 20, 2021, at 5:00 p.m., is fixed as the last day to submit ballots reflecting written acceptances or rejections of the Plan to the debtor's attorney. * May 25, 2021, at 9:00 a.m., in the Gila Courtroom, Fifth Floor, Pete V. Domenici Federal Building and United States Courthouse, 333 Lomas Blvd. NW, Albuquerque, New Mexico is the final hearing to consider confirmation of the Plan. * May 21, 2021, is fixed as the last day for the parties to file and serve a list of exhibits, and shall exchange exhibits. A full-text copy of the order dated April 29, 2021, is available at https://bit.ly/3nGT5fF from PacerMonitor.com at no charge. Attorney for Debtor: Diane Webb, Attorney at Law, P.C. P. Diane Webb PO Box 30456 Albuquerque, NM 87190 (505) 243-0600 diwebb@swcp.com About Trucking and Contracting Services Trucking and Contracting Services, LLC, is a privately held company that primarily operates in the local trucking business. Trucking and Contracting Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11319) on May 31, 2019. In the petition signed by its member/manager, Melissa Acosta, the Debtor was estimated to have assets of less than $50,000 and debts of less than $10 million. Judge Robert H. Jacobvitz is assigned to the case. The Debtor is represented by P. Diane Webb, Esq., at Diane Webb Attorney At Law, P.C. UA INVESTMENTS: Case Summary & 11 Unsecured Creditors ----------------------------------------------------- Debtor: UA Investments LLC 311 Heritage Park Trce NW Kennesaw, GA 30144-4832 Business Description: UA Investments is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of a shopping center located at 1600 & 1608 ShorterAve, Rome, GA, having a current value of $2.69 million. Chapter 11 Petition Date: May 1, 2021 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 21-53437 Debtor's Counsel: Eric E. Thorstenberg, Esq. ERIC THORSTENBERG 333 Sandy Springs Cir Ste 101 Atlanta, GA 30328-3833 Tel: (404) 843-8481 Fax: (404) 843-1516 E-mail: ethorstenberglaw@gmail.com Total Assets: $2,694,762 Total Liabilities: $1,249,923 The petition was signed by Mohammad Gaffar, member/manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/N7SW4MI/UA_Investments_LLC__ganbke-21-53437__0001.0.pdf?mcid=tGE4TAMA VIDEOMINING CORP: Seeks Bridge Funds, DIP Loan Maturity Extension ----------------------------------------------------------------- VideoMining Corporation sought approval from the Bankruptcy Court to: * use cash collateral in which Enterprise Bank, the Internal Revenue Service and White Oak Business Capital, Inc., hold an interest, * extend the maturity date of the post-petition financing the Debtor obtained from Enterprise Bank, which obligation was due March 31, 2021 to, and * obtain a $72,000 bridge loan from Onmyodo, LLC for payment of specific expenses, mainly payroll. The Debtor was authorized, under the DIP financing agreement, to borrow against up to 50% of its ordinary course receivables not exceeding $175,000. Under the proposed bridge loan, which is due to be repaid by May 14, 2021 at no interest, the Bridge Lender will be granted a (i) second position lien in a $125,000 cash account currently held by Enterprise Bank as security for the primary DIP loan, and (ii) an administrative expense claim. The Debtor's budget through July 2, 2021 provided for $63,400 in total operating expenses for the week ending May 7, 2021 and incorporated the proceeds from the bridge loan. A copy of the budget is available for free at https://bit.ly/336OXMm from PacerMonitor.com. The Debtor said its ability to continue using the cash collateral and borrow under the DIP Loan is critical as AGSM II, LLC's offer to buy the Debtor's assets is contingent upon the Debtor's ability to sustain its operations up until the time of closing. Moreover, the Debtor believes the continued operation of its business would presumably be a prerequisite for AGSM to even consider bidding should it commence an auction. The Debtor received an offer from AGSM to buy all of the Debtor's assets, including its patent portfolio, for $325,000. The Debtor disclosed that Christopher Bossi owns a minority interest in AGSM and that the AGSM offer contemplates the employment of Rajeev Sharma. A copy of the motion is available for free at https://bit.ly/3nCXobL from PacerMonitor.com. About VideoMining Corporation VideoMining Corporation -- http://www.videomining.com/-- is in-store behavior analytics for Consumer Packaged Goods (CPG) manufacturers and retailers. VideoMining's analytics platform utilizes a patented suite of sensing technologies to capture in-depth shopper behavior data. These previously unmeasured insights are then integrated with multiple other data sources such as transactions, planograms, product mapping, loyalty, and promotions to fuel comprehensive solutions for optimizing shopper experience and sales performance. VideoMining Corporation filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 20-20425) on February 4, 2020. In the petition signed by Rajeev Sharma, chief executive officer, the Debtor was estimated to have between $10 million and $50 million in assets and between $1 million and $10 million in liabilities. Judge Gregory L. Taddonio oversees the case. The Debtor tapped Robert O Lampl Law Office as the legal counsel and Onmyodo, LLC as a financial consultant, and ICAP Patent Brokerage LLC to market its patents. VILLA TAPIA: Court Approves Disclosure Statement ------------------------------------------------ Judge Nancy Hershey Lord has entered an order approving the Sixth Amended Disclosure Statement of Villa Tapia Citi Fresh Supermarket Corp. A telephonic hearing to consider confirmation of the Plan will be held on June 15, 2021, at 11:00 a.m. before the Honorable Nancy Hershey Lord, United States Bankruptcy Judge, United State Bankruptcy Court for the Eastern District of New York All ballots voting for or against the Sixth Amended Plan shall be submitted so as to be actually received by counsel for the Debtor(s) on or before June 8, 2021. Any objections to the Sixth Amended Plan must be filed and served by June 8, 2021. Counsel for the Debtor(s) will file a ballot tally and a certification and an affidavit in support of confirmation by June 11, 2021. About Villa Tapia Citi Fresh Supermarket Corp. Based in Brooklyn, N.Y., Villa Tapia Citi Fresh Supermarket Corp. is a delicatessen located at 40 Nostrand Avenue, Brooklyn, NY 11205. It fell behind on its debt obligations in mid-2019 after it lost its W.I.C. license, which enabled it to sell certain nutritional children's products to holders of W.I.C. (Women, Infants, and Children) food subsidy cards. The Company subsequently fell behind on its rent payments to landlord Nostrand Avenue Equities, and on its loan payments to Eastern Funding LLC, which held a secured first lien on all the Debtor's property, and to Resnick Supermarket Equipment Corporation and General Trading Company, both of whom held junior liens. Villa Tapia Citi Fresh Supermarket Corp. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-40357) on Jan. 20, 2020, listing under $1 million in both assets and liabilities. Previously, Judge Elizabeth S. Stong oversaw the case, now the case is assigned to Judge Nancy Hershey Lord. Phillip Mahony, Esq., is the Debtor's bankruptcy counsel. The Debtor tapped Sgouras Law Firm, PLLC as its legal counsel for non-bankruptcy matters, and Marcum LLP as its accountant. VISTAGEN THERAPEUTICS: Appoints Dr. Joanne Curley as Director ------------------------------------------------------------- VistaGen Therapeutics, Inc. has appointed Joanne Curley, Ph.D. to its Board of Directors. Following the appointment of Dr. Curley, VistaGen's Board will be comprised of seven directors. "Joanne brings more than 25 years of pharmaceutical industry experience across numerous key operational and therapeutic areas," said Shawn Singh, chief executive officer of VistaGen. "Her track record of propelling seven products from early development through regulatory approval is impressive and reflects her extensive experience and understanding of the entire life cycle of drug development. As we expand our business and pursue our mission to improve mental health and well-being for individuals in the U.S. and abroad, her tremendous leadership, creativity and expertise will be invaluable to VistaGen." Dr. Curley is currently the chief development officer at Vera Therapeutics, Inc. Prior to joining Vera, Dr. Curley spent 15 years with Gilead Sciences, during which time the anti-viral portfolio grew from four to seventeen commercial products. While at Gilead, Dr. Curley led Project and Portfolio Management with oversight of the development pipeline across four therapeutic areas and was responsible for research and development governance. Before Gilead, Dr. Curley worked as an aerosol formulation scientist and subsequently as a project leader at Nektar Therapeutics. She received a BSc in Physics and Chemistry from Trinity College, Ireland, a Ph.D. in Polymer Science and Engineering from the University of Massachusetts, Amherst and completed a post-doctorate at Massachusetts Institute of Technology and Harvard Medical School, focused on long-acting biodegradable formulations. In connection with her appointment to the Board, the Company entered into an Indemnification Agreement with Dr. Curley. The Indemnification Agreement requires the Company to indemnify Dr. Curley to the fullest extent permitted under Nevada law against liability that may arise by reason of her service to the Company and to advance certain expenses incurred as a result of any proceeding against her as to which she could be indemnified. About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics -- http://www.vistagen.com-- is a clinical-stage biopharmaceutical company developing new generation medicines for CNS diseases and disorders where current treatments are inadequate, resulting in high unmet need. VistaGen's pipeline is focused on clinical-stage CNS drug candidates with a differentiated mechanism of action, an exceptional safety profile in all clinical studies to date, and therapeutic potential in multiple large and growing CNS markets. VistaGen reported a net loss attributable to common stockholders of $22.04 million for the fiscal year ended March 31, 2020, compared to a net loss attributable to common stockholders of $25.73 million for the fiscal year ended March 31, 2019. As of Dec. 31, 2020, the Company had $109.27 million in total assets, $15.46 million in total liabilities, and $93.81 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has not yet generated sustainable revenues, has suffered recurring losses and negative cash flows from operations and has a stockholders' deficit, all of which raise substantial doubt about its ability to continue as a going concern. VISTAGEN THERAPEUTICS: Has 190.2 Million Outstanding Common Shares ------------------------------------------------------------------ As of April 26, 2021, all previously issued shares of Series D Convertible Preferred Stock of VistaGen Therapeutics, Inc., which shares of Series D Preferred were originally offered and sold as a part of the Company's underwritten public offering completed in December 2020 that resulted in gross proceeds to the Company of $100 million, have been converted into a total of 46.0 million shares of the Company's common stock, par value $0.001 per share. Following the completion of the conversion of all issued and outstanding shares of Series D Preferred, the Company had 190,202,496 shares of Common Stock issued and outstanding. About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics -- http://www.vistagen.com-- is a clinical-stage biopharmaceutical company developing new generation medicines for CNS diseases and disorders where current treatments are inadequate, resulting in high unmet need. VistaGen's pipeline is focused on clinical-stage CNS drug candidates with a differentiated mechanism of action, an exceptional safety profile in all clinical studies to date, and therapeutic potential in multiple large and growing CNS markets. VistaGen reported a net loss attributable to common stockholders of $22.04 million for the fiscal year ended March 31, 2020, compared to a net loss attributable to common stockholders of $25.73 million for the fiscal year ended March 31, 2019. As of Dec. 31, 2020, the Company had $109.27 million in total assets, $15.46 million in total liabilities, and $93.81 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has not yet generated sustainable revenues, has suffered recurring losses and negative cash flows from operations and has a stockholders' deficit, all of which raise substantial doubt about its ability to continue as a going concern. WASHINGTON PRIME: Forbearance Extended Until May 5 -------------------------------------------------- As previously reported, on March 16, 2021, Washington Prime Group, L.P., the operating partnership of Washington Prime Group Inc., entered into a forbearance agreement with certain beneficial owners of its senior notes due 2024 and forbearance agreements with certain lenders under the agreements governing its corporate credit facilities. As previously reported, on April 9, 2021, the Forbearing Noteholders and Forbearing Lenders, respectively, agreed to extend the forbearance period under each applicable Forbearance Agreement to no later than April 28, 2021. On April 26, 2021, the Forbearing Noteholders and Forbearing Lenders, respectively, agreed to extend the forbearance period under the applicable Forbearance Agreement to the earlier of May 5, 2021 at 11:59 p.m., Eastern time, and the occurrence of any of the specified early termination events described in the applicable Forbearance Agreement. The Company is continuing to engage in negotiations and discussions with the Forbearing Noteholders and Forbearing Lenders to restructure its capital structure. About Washington Prime Group Headquartered in Columbus Ohio, Washington Prime Group Inc. -- http://www.washingtonprime.com-- is a retail REIT and a recognized company in the ownership, management, acquisition and development of retail properties. The Company combines a national real estate portfolio with its expertise across the entire shopping center sector to increase cash flow through rigorous management of assets and provide new opportunities to retailers looking for growth throughout the U.S. Washington Prime Group is a registered trademark of the Company. * * * As reported by the TCR on March 22, 2021, S&P Global Ratings lowered its issuer credit rating on Washington Prime Group Inc. to 'D' from 'CC' and its issue-level ratings on its unsecured debt and preferred stock to 'D' from 'C'. The downgrade reflects Washington Prime's announcement that it will not make the $23.2 million interest payment due Feb. 15, 2021, on its 6.45% senior notes in the 30-day grace period, which will lead to an event of default on March 17, 2021. In February 2021, Fitch Ratings downgraded the Long-Term Issuer Default Ratings (IDRs) of Washington Prime Group, Inc. and Washington Prime Group, L.P. (collectively WPG) to 'C' from 'CC'. Fitch expects WPG's operating performance to deteriorate further in the near term. Moody's Investors Service also downgraded the senior unsecured debt and corporate family ratings of Washington Prime Group, L.P. to Caa3 from Caa1. "WPG's Caa3 corporate family rating reflects its large, geographically diversified portfolio of retail assets, which includes a mix of enclosed malls (71% of Comp NOI) and open-air centers (29%) across the US," Moody's said, according to a TCR report dated June 1, 2020. WATERVILLE-MONCLOVA: Wins Cash Collateral Access ------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Ohio has authorized Waterville-Monclova Properties, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. The parties with an interest in cash collateral are the First Security Bank of Nevada and Buckeye State Bank. The Debtor is authorized to use the cash collateral of FSBN to pay all ordinary and necessary expenses. As adequate protection for the Debtor's use of cash collateral, FSBN is granted a postpetition perfected security interest to the same extent and with the same priority as FSBN held on a prepetition basis in the Debtor's property. The FSBN Replacement Lien will be deemed to be perfected immediately upon the entry of the Court of the Interim Order without the need for filing any further documentation. In addition, FSBN is authorized, and the stay of 11 U.S.C. section 362 is lifted so as to allow FSBN to file any documentation it deems appropriate and necessary to perfect this interest. The Court says BSB will not be entitled to any adequate protection payments for the Debtor's use of cash collateral concerning the Debtor's real property located at 1140 East Main Street, Delta, Ohio. As and for the Debtor's use of cash collateral related to the Debtor's property at 1440 Waterville-Monclova Road, Waterville, Ohio, BSB is entitled to the these adequate protection: The Debtor will operate within the Budget, except that the Debtor is also authorized to: (i) exceed any line item on the Budget by an amount up to 15% of each line item; or (ii) exceed any line item by more than 15% so long as the total of all amounts in excess of all line items for the Budget do not exceed 10% in the aggregate of the total Budget. With respect to the Budget, the Debtor is also authorized and allowed to pay reasonable professional fees, including those of the Subchapter V trustee appointed in this case, and other necessary administrative fees. BSB is also granted a post-petition perfected security interest under Section 361(2) to the same extent and with the same priority as BSB held on a prepetition basis in the Debtor's property. The BSB Replacement Lien will be deemed to be perfected immediately upon the entry of the Interim Order by the Court without the need for filing any further documentation. The Debtor is also directed to maintain insurance on all its property and pay appropriate taxes and account for all cash use. The FSBN Replacement Lien and the BSB Replacement Lien will have the same relative priority as the Pre-petition Liens held by FSBN and BSB in the Debtor's Property as of the Petition Date. A further hearing on the Debtor's use of cash collateral is scheduled for June 24, 2021, at 1:30 p.m. A copy of the order and the Debtor's budget for May and June is available for free at https://bit.ly/2ShprSD from PacerMonitor.com. The Debtor projects monthly net income of: May June ---------- ---------- Main St, Delta, OH $16,218.92 $16,218.92 Waterville -$811.90 -$811.90 About Waterville-Monclova Properties, LLC Waterville-Monclova Properties, LLC is an active and operating Ohio Limited Liability Company. It was formed in 2006. Its business operations consist of holding and renting certain real property. Waterville-Monclova Properties sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-30508) on March 26, 2021. In the petition signed by Peggy Toedter, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Eric R. Neuman, Esq., at DILLER & RICE is the Debtor's counsel. Patricia B. Fugee has been appointed as Subchapter V Trustee. First Security Bank of Nevada, as creditor, is represented by: Jeffrey R. Sylvester, Esq. SYLVESTER & POLEDNAK LTD. 1731 Village Center Circle Las Vegas, NV 89134 Tel: 702-952-5200 Email: Jeff@SylvesterPolednak.com Buckeye State Bank, as creditor, is represented by: Scott N. Schaeffer, Esq. KEMP, SCHAEFFER & ROWE CO., LPA 88 West Mound Street Columbus, OH 43215 Tel: (614) 224-2678 Fax:(614)469-7170 Email: scott@ksrlegal.com WATKINS NURSERIES: Says Claim Amount Listed Is Incorrect -------------------------------------------------------- Link-Belt Construction Equipment Mid-Atlantic objects to the conditional approval of the Debtors' Joint Disclosure Statement and applies to the Bankruptcy Court for entry of an order, allowing the administrative expense owed to Link-Belt by Watkins Nurseries, Inc. and Virginia's Resources Recycled, LLC. Link-Belt points out that on April 14, 2021, the Debtors filed their Joint Amended Plan of Reorganization and Joint Disclosure Statement and Exhibits wherein they assert that the post-petition amount due to Link-Belt is only $27,000. On April 15, 2021, the Debtors filed their Motion to Approve the Joint Disclosure Statement. Link-Belt objects to the Motion to Approve and the Disclosure Statement on the basis that the amount listed as owed to Link-Belt is incorrect. Counsel to Link-Belt Construction Equipment Mid-Atlantic: Christopher L. Perkins ECKERT SEAMANS CHERIN & MELLOTT, LLC 919 E. Main Street, Suite 1300 Richmond, Virginia 23219 Telephone: (804) 788-9636 Facsimile: (804) 698-2950 E-Mail: cperkins@eckertseamans.com About Watkins Nurseries Watkins Nurseries, Inc. -- http://www.watkinsnurseries.com/-- is a wholesale and retail tree nursery, plant center, and landscape design firm established in 1876. It specializes in field-grown trees and shrubs that it produces on over 500 acres of farmland. Virginias Resources Recycled, LLC -- http://www.vrrllc.com/-- is a commercial and residential land clearing, grinding, grubbing and logging company located in Central, Virginia. Watkins-Amelia, LLC, is engaged in activities related to real estate. Watkins Nurseries, Virginias Resources and Watkins-Amelia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-30890) on Feb. 19, 2020. At the time of the filing, each Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Paula S. Beran, Esq., at Tavenner & Beran, PLC, is the Debtor's legal counsel. WB SUPPLY: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 case of WB Supply, LLC. The committee members are: 1. C.I.S. Investments, L.L.C. dba Triangle Metals Attn: Aaron Weaver P.O. Box 820 Bixby, OK 74008 Phone: 918-827-2470 Fax: 918-827-4766 E-mail: Aaron@trianglemetal.com 2. Texas Pipe and Supply Company. Ltd. Attn: Adam Halverson 2330 Holmes Road Houston, TX 77051 Phone: 713-799-5771 E-mail: adamh@texaspipe.com 3. Scheele Engineering Corporation dba SECOR Attn: Kelley Sandlin 17321 Groeschke Road Houston, TX 77084 Phone: 281-647-7620 Fax: 281-647-7620 E-mail: k.sandlin@secoronline.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 WB Supply LLC WB Supply LLC, is a privately held pipe and supply company. Founded in 1971, WB Supply has grown to more than a dozen locations in multiple states, including Texas, Oklahoma and New Mexico. WB Supply sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10729) on April 20, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. The Debtor tapped Chipman Brown Cicero & Cole, LLP as its legal counsel, Great American Global Partners, LLC as liquidation agent, and EHI, LLC, a division of KBF CPAS LLP as restructuring advisor. Stretto is the claims and noticing agent and administrative advisor. WEINSTEIN CO: Bad Paperworks Stalled Los Angeles Extradition ------------------------------------------------------------ Law360 reports that Harvey Weinstein on Friday, April 30, 2021, succeeded in scuttling the Los Angeles district attorney's initial request for extradition on a new sex crimes indictment after arguing the DA's paperwork was flawed, a small victory for the convicted rapist that will further stall his transfer. In a brief hearing in New York state court, counsel for the Erie County district attorney told Judge Kenneth Case that the Los Angeles district attorney had refiled its paperwork, allowing Weinstein a "humanitarian" delay for medical procedures and resetting an extradition process that commenced last June 2020 in the wake of the former Hollywood producer's conviction on rape. About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The official committee of unsecured creditors retained Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley Research Group, LLC, as its financial advisor. WESTERN HERITAGE: US Trustee Asks for Liquidation Analysis ---------------------------------------------------------- Acting United States Trustee Gregory Garvin objects to the Western Heritage Investments, LLC's Disclosure Statement filed March 16, 2021. The United States Trustee raises the following objections to Debtor's Disclosure Statement: -- The Disclosure Statement does not include a liquidation analysis. A liquidation analysis comparing what creditors would receive under the Plan to what creditors might receive under a Chapter 7 liquidation is needed. Although the Disclosure Statement and draft Plan indicate the assets and reorganization plan are relatively straightforward, the Disclosure Statement does not include a specific liquidation analysis. -- More information is needed regarding the continued ability of Debtor's member and owner, Baljit Nanda, to finance expenses and implementation of the Plan. Much of the Plan will be funded by Baljit Nanda, including the payment of administrative expenses on the effective date, accruing post-petition property taxes, and monthly payments to National Loan Acquisitions Company, and payments to unsecured claims (which are to be paid within 10 days after confirmation). Some supportive information regarding Baljit Nanda's finances needs to be provided. About Western Heritage Investments Western Heritage Investments, LLC, is the owner of a fee simple title to a property located in Vale, Ore., valued at $1.2 million. Western Heritage Investments filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 20-01051) on Dec. 10, 2020. Baljit Nanda, the managing member, signed the petition. At the time of the filing, the Debtor disclosed $1,200,000 in total assets and $560,142 in total liabilities. Judge Joseph M. Meier oversees the case. Martelle, Gordon & Associates, led by Martin J. Martelle, Esq., serves as the Debtor's legal counsel. XG SCIENCES: Delays Filing of 2020 Annual Report ------------------------------------------------ XG Sciences, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2020. Additional time is needed for XG Sciences to complete a valuation study for the company's 2020 convertible notes unit offering, complicated by COVID-19 delays and disruptions to workflows and senior leadership changes. About XG Sciences Headquartered in Lansing, Michigan, XG Sciences Inc. -- www.xgsciences.com -- is a supplier of graphene nano-platelets and custom nano-materials to global OEMs serving, composites, electronics, energy, and industrial markets. XG Sciences reported a net loss of $9.78 million for the year ended Dec. 31, 2019, compared to a net loss of $7.92 million for the year ended Dec. 31, 2018. Detroit, Michigan-based RSM US LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 29, 2020, citing that the Company has suffered recurring losses from operations and negative cash flows. The Company's existing cash on hand, operating cash flows, additional borrowings and restructured debt obligations may not support the operations of the business over the next twelve months. This raises substantial doubt about the Company's ability to continue as a going concern. ZION OIL: Incurs $7 Million Net Loss in 2020 -------------------------------------------- Zion Oil & Gas, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $6.99 million for the year ended Dec. 31, 2020, compared to a net loss of $6.69 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $43.50 million in total assets, $8.39 million in total liabilities, and $35.11 million in total stockholders' equity. New York-based RBSM LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 24, 2021, citing that the Company has suffered recurring losses from operations and had an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1131312/000121390021017527/f10k2020_zionoilandgas.htm About Zion Oil Headquartered in Dallas, Texas, Zion Oil and Gas, Inc. -- www.zionoil.com -- is an oil and gas exploration company with a history of 21 years of oil and gas exploration in Israel. The Company currently holds one active petroleum exploration license onshore Israel, the New Megiddo License 428, which was granted on Dec. 3, 2020 and overlaps the previous Megiddo-Jezreel License 401, comprising approximately 99,000 acres. The terms of the new license are effective through June 2, 2021 and is extendable for a six-month period. [] Ch.11 Debtors With Confirmed Plans Are Eligible for PPP Loans ---------------------------------------------------------------- Franklin Barbosa, Jr., and Howard Berkower of McCarter & English, LLP, wrote on JDSupra an article titled "Chapter 11 Debtors With Confirmed Plans Are Now Eligible For PPP Loans". The Small Business Administration (SBA) published new guidance declaring Chapter 11 debtors with confirmed plans as eligible for Paycheck Protection Program (PPP) loans. The new guidance creates an exception to the SBA's blanket rule that any entity "presently involved" in bankruptcy is not eligible for PPP funds. The PPP and the Bankruptcy Exclusion The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) created the PPP under Section 7(a) of the Small Business Act, which authorizes the SBA to guarantee loans to qualified small businesses, with the goal of helping them keep their employees working during the pandemic. While the CARES Act eliminated for the PPP the traditional Section 7(a) loan requirement that a business demonstrate it was unable to obtain credit from commercial sources, in favor of a good-faith representation that "the current economic uncertainty makes the PPP loan request necessary to support its ongoing operations” absent statutory direction to the contrary, the SBA treated the PPP like any other 7(a) loan by requiring an applicant to not be "presently involved in any bankruptcy" (Bankruptcy Exclusion). Many lenders adhered to the Bankruptcy Exclusion and denied PPP loans to bankruptcy debtors. The Debtors across the country challenged the Bankruptcy Exclusion and filed lawsuits against the SBA seeking to prevent the enforcement of the Bankruptcy Exclusion. In response to those actions, the SBA aggressively defended its authority to issue the Bankruptcy Exclusion and extolled the alleged public policy virtues of precluding bankruptcy debtors from the benefits of PPP funding. The outcomes of the lawsuits varied significantly: some courts declined to enforce the Bankruptcy Exclusion because they found that either the SBA exceeded its rulemaking authority or the exclusion violates the anti-discrimination provisions of 11 U.S.C. Sec. 525; other courts sided with the SBA; and a number of courts allowed debtors to take advantage of certain loopholes affecting the Bankruptcy Exclusion, such as by permitting debtors to voluntarily dismiss their cases in order to apply for PPP funding and then reopen the previously dismissed case. (See our related alert here.) Debtors initially thought they had obtained a victory when the Consolidated Appropriations Act of 2021 (CAA) was signed into law on December 27, 2020. The CAA sought (1) to amend the Bankruptcy Code to permit certain debtors -- those filing under Subchapter V, Chapter 12, and Chapter 13 -- to obtain PPP funds and (2) to protect lenders by treating unforgiven PPP loans as super-priority administrative expense claims under sections 364(c)(1) and 503(b) of the Bankruptcy Code. However, these provisions were contingent on the SBA providing a written determination to the Office of the US Trustee that bankruptcy debtors are eligible for PPP loans. The SBA never made such determination. The SBA's Updated Guidance While the SBA still maintains that debtors "presently involved" in bankruptcy proceedings are not eligible for PPP loans, the SBA has now narrowed the scope of the Bankruptcy Exclusion. Specifically, on April 6, 2021, the SBA published Question 67 of its "Frequently Asked Questions," which asks when an entity is "no longer considered to be 'presently involved in any bankruptcy' for PPP loan eligibility purposes." The SBA's answer to that question, in relevant part, is as follows: Answer: [. . .] If an applicant or owner has filed a Chapter 11, 12 or 13 bankruptcy petition, the applicant or owner is considered to be "presently involved in any bankruptcy" for PPP eligibility purposes until the Bankruptcy Court has entered an order confirming the plan in the case. [. . .] The . . . order confirming the plan . . . must be entered before the date of the PPP loan application. Thus, if a Chapter 11 debtor can achieve plan confirmation, it may apply for a PPP loan. While Chapter 11 debtors have cause to celebrate the SBA's new guidance, they have a relatively short period of time within which to accomplish confirmation and apply for PPP funds. The application deadline is May 31, 2021, and that window may close even sooner if the program runs out of money. The Takeaway: Chapter 11 Debtors Will Be Off to the Races Given the approaching PPP application deadline, current Chapter 11 debtors in need of PPP funds may seek to accelerate a prompt, consensual confirmation of their Chapter 11 plans. Chapter 11 debtors that have already filed their plans and have imminent confirmation hearing dates may pacify any potential objecting creditors to swiftly confirm their plan and submit a timely PPP loan application. For many Chapter 11 debtors, the SBA's guidance comes too late, however. Chapter 11 debtors that have not yet filed a plan, have confirmation hearings scheduled after May 31, 2021 (the date on which the PPP application window closes, assuming it does not run out of funds before May 31), or expect protracted confirmation hearings will not be able to avail themselves of the expanded PPP loan eligibility. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ACCELERATE DIAGN 1A8 GR 93.4 (62.8) 75.0 ACCELERATE DIAGN AXDX US 93.4 (62.8) 75.0 ACCELERATE DIAGN AXDX* MM 93.4 (62.8) 75.0 ACCELERATE DIAGN 1A8 TH 93.4 (62.8) 75.0 ACCELERATE DIAGN 1A8 QT 93.4 (62.8) 75.0 ADAMAS PHARMACEU ADMS US 120.0 (50.0) 76.9 ADAMAS PHARMACEU 136 GR 120.0 (50.0) 76.9 ADAMAS PHARMACEU ADMSEUR EU 120.0 (50.0) 76.9 ADAMAS PHARMACEU 136 TH 120.0 (50.0) 76.9 AEMETIS INC DW51 GR 125.1 (184.7) (93.6) AEMETIS INC AMTX US 125.1 (184.7) (93.6) AEMETIS INC AMTXGEUR EU 125.1 (184.7) (93.6) AEMETIS INC DW51 GZ 125.1 (184.7) (93.6) AEMETIS INC DW51 TH 125.1 (184.7) (93.6) AGENUS INC AGEN US 214.5 (184.6) (16.1) AGILITI INC AGTI US 745.0 (67.7) 17.3 AGRIFY CORP AGFY US - - - ALPHA CAPITAL -A ASPC US 0.2 (0.0) (0.2) ALPHA CAPITAL AC ASPCU US 0.2 (0.0) (0.2) ALPINE 4 HOLDING ALPP US 40.7 (8.8) (6.2) ALTICE USA INC-A 15PA GR 33,169.8 (1,384.5) (2,360.4) ALTICE USA INC-A 15PA TH 33,169.8 (1,384.5) (2,360.4) ALTICE USA INC-A ATUSEUR EU 33,169.8 (1,384.5) (2,360.4) ALTICE USA INC-A 15PA GZ 33,169.8 (1,384.5) (2,360.4) ALTICE USA INC-A ATUS US 33,169.8 (1,384.5) (2,360.4) ALTICE USA INC-A ATUS* MM 33,169.8 (1,384.5) (2,360.4) AMC ENTERTAINMEN AMC US 10,276.4 (2,858.2) (1,091.5) AMC ENTERTAINMEN AH9 GR 10,276.4 (2,858.2) (1,091.5) AMC ENTERTAINMEN AMC4EUR EU 10,276.4 (2,858.2) (1,091.5) AMC ENTERTAINMEN AMC* MM 10,276.4 (2,858.2) (1,091.5) AMC ENTERTAINMEN AH9 TH 10,276.4 (2,858.2) (1,091.5) AMC ENTERTAINMEN AH9 QT 10,276.4 (2,858.2) (1,091.5) AMC ENTERTAINMEN AH9 GZ 10,276.4 (2,858.2) (1,091.5) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIR-BDR AALL34 BZ 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE AAL US 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE A1G GR 68,649.0 (7,945.0) 756.0 AMERICAN AIRLINE AAL* MM 68,649.0 (7,945.0) 756.0 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(541.0) 838.0 MOTOROLA SOLUTIO MOSI AV 10,876.0 (541.0) 838.0 MOTOROLA SOLUTIO MTLA QT 10,876.0 (541.0) 838.0 MSCI INC 3HM GR 4,565.5 (481.6) 881.3 MSCI INC MSCI US 4,565.5 (481.6) 881.3 MSCI INC MSCI* MM 4,565.5 (481.6) 881.3 MSCI INC 3HM SW 4,565.5 (481.6) 881.3 MSCI INC 3HM QT 4,565.5 (481.6) 881.3 MSCI INC 3HM GZ 4,565.5 (481.6) 881.3 MSCI INC 3HM TH 4,565.5 (481.6) 881.3 MSCI INC-BDR M1SC34 BZ 4,565.5 (481.6) 881.3 MSG NETWORKS- A MSGN US 921.7 (467.9) 331.9 MSG NETWORKS- A 1M4 GR 921.7 (467.9) 331.9 MSG NETWORKS- A 1M4 QT 921.7 (467.9) 331.9 MSG NETWORKS- A MSGNEUR EU 921.7 (467.9) 331.9 MSG NETWORKS- A 1M4 TH 921.7 (467.9) 331.9 N/A HYREEUR EU 6.3 (4.5) (4.2) NATHANS FAMOUS NATH US 104.6 (63.1) 79.3 NATHANS FAMOUS NFA GR 104.6 (63.1) 79.3 NATHANS FAMOUS NATHEUR EU 104.6 (63.1) 79.3 NATIONAL CINEMED NCMI US 886.2 (268.6) 149.9 NATIONAL CINEMED XWM GR 886.2 (268.6) 149.9 NATIONAL CINEMED NCMIEUR EU 886.2 (268.6) 149.9 NAVISTAR INTL IHR TH 6,118.0 (3,825.0) 811.0 NAVISTAR INTL IHR 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(5,031.5) (170.8) SBA COMM CORP SBACEUR EU 9,763.5 (5,031.5) (170.8) SBA COMM CORP 4SB QT 9,763.5 (5,031.5) (170.8) SBA COMMUN - BDR S1BA34 BZ 9,763.5 (5,031.5) (170.8) SCIENTIFIC GAMES TJW GZ 7,984.0 (2,524.0) 1,348.0 SCIENTIFIC GAMES SGMS US 7,984.0 (2,524.0) 1,348.0 SCIENTIFIC GAMES TJW GR 7,984.0 (2,524.0) 1,348.0 SCIENTIFIC GAMES TJW TH 7,984.0 (2,524.0) 1,348.0 SEAWORLD ENTERTA SEAS US 2,566.4 (105.8) 190.3 SEAWORLD ENTERTA W2L GR 2,566.4 (105.8) 190.3 SEAWORLD ENTERTA W2L TH 2,566.4 (105.8) 190.3 SEAWORLD ENTERTA SEASEUR EU 2,566.4 (105.8) 190.3 SECOND SIGHT MED EYES US 4.5 (0.7) (0.9) SECOND SIGHT MED 24PA GR 4.5 (0.7) (0.9) SECOND SIGHT MED EYESEUR EU 4.5 (0.7) (0.9) SELECTA BIOSCIEN SELB US 165.4 (18.0) 69.8 SHELL MIDSTREAM SHLX US 2,322.0 (467.0) 325.0 SHOALS TECHNOL-A SHLS US 195.3 (184.1) 32.0 SIENTRA INC SIEN3EUR EU 169.0 (0.6) 58.6 SIENTRA INC SIEN US 169.0 (0.6) 58.6 SIENTRA INC S0Z GR 169.0 (0.6) 58.6 SINCLAIR BROAD-A SBGI US 13,382.0 (995.0) 2,183.0 SINCLAIR BROAD-A SBTA GR 13,382.0 (995.0) 2,183.0 SINCLAIR BROAD-A SBTA TH 13,382.0 (995.0) 2,183.0 SINCLAIR BROAD-A SBTA QT 13,382.0 (995.0) 2,183.0 SINCLAIR BROAD-A SBTA GZ 13,382.0 (995.0) 2,183.0 SINCLAIR BROAD-A SBGIEUR EU 13,382.0 (995.0) 2,183.0 SINO UNITED WORL SUIC US 0.3 (0.1) (0.2) SIRIUS XM HO-BDR SRXM34 BZ 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN RDO GR 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN RDO TH 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN SIRI US 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN SIRIEUR EU 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN RDO GZ 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN SIRI AV 9,988.0 (2,603.0) (1,945.0) SIRIUS XM HOLDIN RDO QT 9,988.0 (2,603.0) (1,945.0) SIX FLAGS ENTERT 6FE GR 2,674.0 (713.1) (248.5) SIX FLAGS ENTERT SIXEUR EU 2,674.0 (713.1) (248.5) SIX FLAGS ENTERT SIX US 2,674.0 (713.1) (248.5) SIX FLAGS ENTERT 6FE QT 2,674.0 (713.1) (248.5) SIX FLAGS ENTERT 6FE TH 2,674.0 (713.1) (248.5) SKYWATER TECHNOL SKYT US - - - SLEEP NUMBER COR SNBR US 822.2 (332.6) (585.9) SLEEP NUMBER COR SL2 GR 822.2 (332.6) (585.9) SLEEP NUMBER COR SNBREUR EU 822.2 (332.6) (585.9) SLEEP NUMBER COR SL2 TH 822.2 (332.6) (585.9) SLEEP NUMBER COR SL2 QT 822.2 (332.6) (585.9) SQL TECHNOLOGIES SQFL US 7.0 (22.9) (19.6) STARBUCKS CORP SBUX* MM 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SRB GR 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SRB TH 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX CI 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX SW 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX TE 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUXEUR EU 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX IM 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUXUSD SW 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SRB GZ 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX AV 28,371.7 (7,648.3) 474.4 STARBUCKS CORP USSBUX KZ 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX PE 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUX US 28,371.7 (7,648.3) 474.4 STARBUCKS CORP 0QZH LI 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SRB QT 28,371.7 (7,648.3) 474.4 STARBUCKS CORP SBUXCL CI 28,371.7 (7,648.3) 474.4 STARBUCKS-BDR SBUB34 BZ 28,371.7 (7,648.3) 474.4 STARBUCKS-CEDEAR SBUX AR 28,371.7 (7,648.3) 474.4 STARBUCKS-CEDEAR SBUXD AR 28,371.7 (7,648.3) 474.4 STEMGEN INC SGNI US 0.5 (1.1) (1.6) SUBVERSIVE ACQUI SVX/U CN 226.1 (1.5) 223.9 SUBVERSIVE ACQUI SBVRF US 226.1 (1.5) 223.9 SVF INVESTMENT C SVFAU US 0.6 (0.1) (0.7) SVF INVESTMENT-A SVFA US 0.6 (0.1) (0.7) SWITCHBACK II CO SWBK/U US - - - SWITCHBACK II-A SWBK US - - - SYSOREX INC SYSX US 3.5 (23.5) (9.1) TAIGA MOTORS COR TAIG CN 102.3 (7.5) (109.1) TASTEMAKER ACQ-A TMKR US 0.2 0.0 (0.1) TASTEMAKER ACQUI TMKRU US 0.2 0.0 (0.1) THOMA BRAVO ADVA TBA US 1.2 (0.0) (1.2) THUNDER BRIDGE C TBCPU US 0.1 (0.0) (0.1) THUNDER BRIDGE-A TBCP US 0.1 (0.0) (0.1) TORTEC GROUP COR TRTK US 0.0 (0.1) (0.1) TPCO HOLDING COR GRAM/U CN 607.7 (3.3) (3.3) TPCO HOLDING COR GRAMF US 607.7 (3.3) (3.3) TRANSDIGM - BDR T1DG34 BZ 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP TDG US 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP T7D GR 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP TDG* MM 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP T7D TH 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP T7D QT 18,557.0 (3,721.0) 5,511.0 TRANSDIGM GROUP TDGEUR EU 18,557.0 (3,721.0) 5,511.0 TRAVEL + LEISURE WD5A GR 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE WD5A TH 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE TNL US 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE 0M1K LI 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE WD5A QT 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE WYNEUR EU 6,728.0 (976.0) 3,073.0 TRAVEL + LEISURE WD5A GZ 6,728.0 (976.0) 3,073.0 TRIUMPH GROUP TG7 GR 2,401.9 (1,069.8) 699.1 TRIUMPH GROUP TGI US 2,401.9 (1,069.8) 699.1 TRIUMPH GROUP TG7 TH 2,401.9 (1,069.8) 699.1 TRIUMPH GROUP TGIEUR EU 2,401.9 (1,069.8) 699.1 TRIUMPH GROUP TG7 GZ 2,401.9 (1,069.8) 699.1 TUPPERWARE BRAND TUP US 1,219.9 (204.7) (363.6) TUPPERWARE BRAND TUP GR 1,219.9 (204.7) (363.6) TUPPERWARE BRAND TUP TH 1,219.9 (204.7) (363.6) TUPPERWARE BRAND TUP1EUR EU 1,219.9 (204.7) (363.6) TUPPERWARE BRAND TUP GZ 1,219.9 (204.7) (363.6) TUPPERWARE BRAND TUP QT 1,219.9 (204.7) (363.6) UBIQUITI INC UI US 781.2 (181.8) 374.7 UBIQUITI INC 3UB GR 781.2 (181.8) 374.7 UBIQUITI INC 3UB GZ 781.2 (181.8) 374.7 UBIQUITI INC UBNTEUR EU 781.2 (181.8) 374.7 UNISYS CORP UISCHF EU 2,707.9 (312.1) 570.9 UNISYS CORP USY1 TH 2,707.9 (312.1) 570.9 UNISYS CORP USY1 GR 2,707.9 (312.1) 570.9 UNISYS CORP UIS1 SW 2,707.9 (312.1) 570.9 UNISYS CORP UIS US 2,707.9 (312.1) 570.9 UNISYS CORP UISEUR EU 2,707.9 (312.1) 570.9 UNISYS CORP USY1 QT 2,707.9 (312.1) 570.9 UNISYS CORP USY1 GZ 2,707.9 (312.1) 570.9 UNITI GROUP INC 8XC TH 4,731.8 (2,072.4) - UNITI GROUP INC 8XC SW 4,731.8 (2,072.4) - UNITI GROUP INC 8XC GR 4,731.8 (2,072.4) - UNITI GROUP INC UNIT US 4,731.8 (2,072.4) - UNITI GROUP INC 8XC GZ 4,731.8 (2,072.4) - VALVOLINE INC 0V4 GR 3,156.0 (55.0) 708.0 VALVOLINE INC 0V4 TH 3,156.0 (55.0) 708.0 VALVOLINE INC VVVEUR EU 3,156.0 (55.0) 708.0 VALVOLINE INC 0V4 QT 3,156.0 (55.0) 708.0 VALVOLINE INC VVV US 3,156.0 (55.0) 708.0 VECTOR GROUP LTD VGR US 1,343.4 (659.7) 380.6 VECTOR GROUP LTD VGR GR 1,343.4 (659.7) 380.6 VECTOR GROUP LTD VGREUR EU 1,343.4 (659.7) 380.6 VECTOR GROUP LTD VGR TH 1,343.4 (659.7) 380.6 VECTOR GROUP LTD VGR QT 1,343.4 (659.7) 380.6 VECTOR GROUP LTD VGR GZ 1,343.4 (659.7) 380.6 VERANO HOLDINGS VRNO CN 0.0 (0.3) (0.3) VERANO HOLDINGS VRNOF US 0.0 (0.3) (0.3) VERISIGN INC VRS TH 1,782.9 (1,403.8) 225.3 VERISIGN INC VRS GR 1,782.9 (1,403.8) 225.3 VERISIGN INC VRSN US 1,782.9 (1,403.8) 225.3 VERISIGN INC VRSN* MM 1,782.9 (1,403.8) 225.3 VERISIGN INC VRSNEUR EU 1,782.9 (1,403.8) 225.3 VERISIGN INC VRS GZ 1,782.9 (1,403.8) 225.3 VERISIGN INC VRS QT 1,782.9 (1,403.8) 225.3 VERISIGN INC-BDR VRSN34 BZ 1,782.9 (1,403.8) 225.3 VERISIGN-CEDEAR VRSN AR 1,782.9 (1,403.8) 225.3 VERY GOOD FOOD C 0SI GR 15.8 9.1 8.1 VERY GOOD FOOD C VERY1EUR EU 15.8 9.1 8.1 VERY GOOD FOOD C VERY CN 15.8 9.1 8.1 VERY GOOD FOOD C VRYYF US 15.8 9.1 8.1 VERY GOOD FOOD C 0SI TH 15.8 9.1 8.1 VERY GOOD FOOD C 0SI GZ 15.8 9.1 8.1 VERY GOOD FOOD C 0SI QT 15.8 9.1 8.1 VIVINT SMART HOM VVNT US 2,877.5 (1,487.3) (316.5) W&T OFFSHORE INC WTI US 940.6 (208.3) (7.8) W&T OFFSHORE INC UWV SW 940.6 (208.3) (7.8) WALDENCAST ACQUI WALDU US 0.2 (0.0) (0.2) WARRIOR TECHN-A WARR US 0.4 (0.0) (0.4) WARRIOR TECHNOLO WARR/U US 0.4 (0.0) (0.4) WAYFAIR INC- A W US 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A W* MM 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A 1WF QT 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A 1WF GZ 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A 1WF GR 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A 1WF TH 4,569.9 (1,191.9) 880.2 WAYFAIR INC- A WEUR EU 4,569.9 (1,191.9) 880.2 WIDEOPENWEST INC WOW US 2,487.0 (212.4) (121.1) WIDEOPENWEST INC WU5 TH 2,487.0 (212.4) (121.1) WIDEOPENWEST INC WU5 GR 2,487.0 (212.4) (121.1) WIDEOPENWEST INC WOW1EUR EU 2,487.0 (212.4) (121.1) WIDEOPENWEST INC WU5 QT 2,487.0 (212.4) (121.1) WINGSTOP INC WING1EUR EU 217.8 (331.7) 33.0 WINGSTOP INC WING US 217.8 (331.7) 33.0 WINGSTOP INC EWG GR 217.8 (331.7) 33.0 WINGSTOP INC EWG GZ 217.8 (331.7) 33.0 WINMARK CORP GBZ GR 30.7 (12.8) 5.6 WINMARK CORP WINA US 30.7 (12.8) 5.6 WW INTERNATIONAL WW US 1,481.2 (548.2) (40.9) WW INTERNATIONAL WW6 GR 1,481.2 (548.2) (40.9) WW INTERNATIONAL WTW AV 1,481.2 (548.2) (40.9) WW INTERNATIONAL WW6 TH 1,481.2 (548.2) (40.9) WW INTERNATIONAL WW6 GZ 1,481.2 (548.2) (40.9) WW INTERNATIONAL WTWEUR EU 1,481.2 (548.2) (40.9) WW INTERNATIONAL WW6 QT 1,481.2 (548.2) (40.9) WYNN RESORTS LTD WYNN* MM 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYNN US 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYR GR 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYR TH 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYNN SW 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYR GZ 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYNNEUR EU 13,869.5 (737.3) 1,932.3 WYNN RESORTS LTD WYR QT 13,869.5 (737.3) 1,932.3 WYNN RESORTS-BDR W1YN34 BZ 13,869.5 (737.3) 1,932.3 YELLOW CORP YEL GR 2,185.8 (223.3) 329.1 YELLOW CORP YEL1 SW 2,185.8 (223.3) 329.1 YELLOW CORP YELL US 2,185.8 (223.3) 329.1 YELLOW CORP YEL1 TH 2,185.8 (223.3) 329.1 YELLOW CORP YEL QT 2,185.8 (223.3) 329.1 YELLOW CORP YRCWEUR EU 2,185.8 (223.3) 329.1 YELLOW CORP YEL GZ 2,185.8 (223.3) 329.1 YUM! BRANDS -BDR YUMR34 BZ 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC TGR TH 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC TGR GR 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUM AV 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC TGR TE 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUM* MM 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUMUSD SW 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC TGR GZ 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUM US 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUMEUR EU 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC TGR QT 5,550.0 (7,912.0) (25.0) YUM! BRANDS INC YUM SW 5,550.0 (7,912.0) (25.0) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***