/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210506.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, May 6, 2021, Vol. 25, No. 125 Headlines 531 MANAGEMENT: Unsecured Claims Unimpaired in Plan AESTHETIC FAMILY: Geoff Groshong Appointed as Ch. 11 Trustee AGEMY FAMILY: Court Conditionally Approves Disclosure Statement ANDRE J. CORMIER, SR.: Bank Seeks to Move Hearing on Sale to May 7 ANDRE J. CORMIER, SR.: Hearing on Sale of 4-Acre Land Set for May 7 ANDRE J. CORMIER, SR.: Ordered to Submit Proposed Order on Sale ANTONIA'S FOOD: Gets OK to Hire Hoff Law Offices as Legal Counsel ARS REI USA: Unsecureds to be Fully Paid Under Plan ATC INTERNATIONAL: Unsecureds to be Paid From Basham Contribution AUGUSTUS INTELLIGENCE: Obtains Interim OK on $2-Mil DIP Facility BACALLAO GRANITE: Case Summary & 14 Unsecured Creditors BARNET LIBERMAN: Russell Nype Out as Committee Member BRIAN WITZER: Wins Cash Collateral Access BRIGHT MOUNTAIN: Inks 1st Amendment to Centre Lane Credit Agreement CACHET FINANCIAL: June 24 Plan Confirmation Hearing Set CASTEX ENERGY: Committee Taps Howley Law as Local Counsel CASTEX ENERGY: Committee Taps Stewart Robbins as Lead Counsel CASTEX ENERGY: Court Conditionally Approves Disclosure Statement CASTEX ENERGY: Unsecured Creditors to Get Distributions in Plan CCS ASSET: Case Summary & 6 Unsecured Creditors CDT DE SAN SEBASTIAN: Unsecured Creditors to Recover 1% in Plan CONNECTIONS COMMUNITY: U.S. Trustee Appoints Creditors' Committee CRESTWOOD HOSPITALITY: Deal with Canyon on Cash Access OK'd CRESTWOOD HOSPITALITY: Seeks Access to ADOR et al. Cash Collateral CUSTOM DESIGN: Unsecured Creditors to Split $102K in Sale Plan DANIEL T. LEE: Unsecured Claims Will Not be Paid in Plan DESERT VALLEY: Atlas Says Plan Disclosures Misleading DURR MECHANICAL: To Seek Plan Confirmation on June 17 DYNAMIC SPORTS: Bankruptcy Court Confirms Plan EDISON PLAZA: Seeks Access to Cash Collateral ELI & ALI: Wins Cash Collateral Access Thru May 13 ELLA JEAN WOODS: Unsecureds to Get Zero Recovery Under Plan ELMS INVESTORS: Oct. 28 Deadline to File Plan Set EMBLEMHEALTH INC: A.M. Best Affirms C+ Financial Strength Rating ENKOGS1 LLC: Wins Cash Collateral Access Thru July 8 EVEREST REAL: Gets OK to Hire Doeren Mayhew as Accountant FANNIE MAE: Reports $5 Billion Net Income for First Quarter FRESH ACQUISITIONS: Gets OK to Hire BMC Group as Claims Agent GALLERIA OF ST. MATTHEWS: May 12 Status Hearing on Property Sale GAMESTOP CORP: CMO Quits, Cites 'Diminished Responsibilities' GDC TECHNICS: Wins Court Nod to Tap Into $500,000 Loan GIGA-TRONICS INC: Completes $1.5 Million Private Placement GIRARDI & KEESE: Girardi's Wife Targeted by Critics, Lawyers GLOBAL FOODS: Gets OK to Expand Scope of Wright Lindsey's Services GNIRBES INC: Granada Says Disclosures Inconsistent With Settlements H&R PROPERTY: Samuel Sweet Appointed as Ch. 11 Trustee HEARTWISE INC: Vitamins Online Says Plan Disclosures Inadequate HERTZ CORP: Auction of Alternative Plan Proposal Set for May 10 HERTZ CORP: Sets Procedures for Submissions of Other Plan Proposals HERTZ GLOBAL: Picks Knighthead as New Front-Runners to Back Exit HOMES BY KC: Seeks May 11 Hearing on $360K Sale of Atlanta Property IMPRESA HOLDINGS: Court Confirms Liquidating Plan IOTA COMMUNICATIONS: Posts $10.2M Loss in Qtr. Ended Feb. 29, 2020 IRONWOOD FINANCIAL: Voluntary Chapter 11 Case Summary iTHRIVE HEALTH: Unsecureds to Get Payment From Cash Reserves JAGUAR HEALTH: Signs Deal to Sell $10.8M Worth of Common Shares KRUGER PRODUCTS: DBRS Gives B(high) Rating, Trend Stable LEBSOCK 200: Voluntary Chapter 11 Case Summary LOUISIANA CRANE: Gets OK to Hire Heller Draper & Horn as Counsel MAX FINE FURNITURE: Taps Aztec Realty as Real Estate Broker MERCURITY FINTECH: Appoints Hao Liu as Co-Chief Executive Officer MEREDITH CORP: Media Business Sale No Impact on Moody's B2 CFR MG ON OCEAN: Wins Cash Collateral Access NATIONAL RIFLE ASSOCIATON: NY Lawyer Urges Court to Dismiss Ch. 11 NEELKANTH HOTELS: Unsecured Creditors Will be Paid in Full in Plan NET ELEMENT: Effective Date of Merger Extended to May 31 NORTHLAKE CORNERS: Case Summary & 6 Unsecured Creditors ONEMAIN HOLDINGS: Moody's Puts Ba3 CFR Under Review for Upgrade ORCHIDS PAPER: Trustee Says CEO Schoen Drove Company to Bankruptcy PARKLAND CORPORATION: DBRS Rates Senior Unsecured Notes BB PAVEROCK INC: Court Dismisses Case at U.S. Trustee's Behest PBS BRAND: Court Confirms Plan; Unsecureds Get 3% to 6% PINK MONKEY: Wins Cash Collateral Access PROFESSIONAL DIVERSITY: Terminates Interim Chief Financial Officer PUERTO RICO ELECTRIC: Court Okays Luma Energy’s $115 Million Fee RAMJAY INC: Case Summary & 20 Largest Unsecured Creditors REGIONAL HEALTH PROPERTIES: Comments on Recent Share Price Increase ROCHESTER DRUG: Fights New Disqualification Bid in Suboxone Case ROMANS HOUSE: Wins Cash Collateral Access on Interim Basis RT DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors RVT INC: Hearing on Disclosure Statement Continued to June 15 SC SJ HOLDINGS: Committee Taps Benesch as Delaware Counsel SC SJ HOLDINGS: Committee Taps FTI as Financial Advisor SC SJ HOLDINGS: Committee Taps Seward & Kissel as Legal Counsel SLIM DOLLAR: Unsecured Creditors to Get 5% of Claims in Plan STEWART SUPERMARKET: Seeks Cash Collateral Access STONEMOR INC: To Hold May 13 Conference Call to Discuss Results STONEWAY CAPITAL: Bondholders Start Restructuring Venue Dispute SWITCH LTD: Moody's Puts Ba3 CFR Under Review for Downgrade TACORA RESOURCES: Moody's Assigns First Time B1 Corp. Family Rating TALK VENTURE: Court OKs Continued Cash Collateral Access TRUCKING & CONTRACTING: Seeks to Incur $500,000 SBA Loan U.S. SILICA: Incurs $20.8 Million Net Loss in First Quarter UFC HOLDINGS: Moody's Affirms B2 CFR Amid Recent IPO UNIVISION COMMUNICATIONS: Moody's Reviews B2 CFR for Upgrade UTC LABORATORIES: Voluntary Chapter 11 Case Summary VALARIS PLC: Akin Gump Advised Noteholders on Restructuring VALARIS PLC: Emerges from Chapter 11 Bankruptcy VIVA TEXAS: Voluntary Chapter 11 Case Summary WC 5TH AND WALLER: Case Summary & 5 Unsecured Creditors WC SOUTH CONGRESS: Taps Cushman & Wakefield as Real Estate Broker WHITE STALLION ENERGY: Seeks to Amend Final Cash Collateral Order WJA ASSET: TD Opportunity's Disclosures Hearing Delayed to June 16 WME IMG: Moody's Affirms B3 CFR & Alters Outlook to Stable YOGAWORKS INC: Court Approves Bankruptcy Liquidation Plan ZAYAT STABLES: Owner's Bid to Probe Bankruptcy Trustee Denied [*] Philadelphia's Chapter 11 Filings Down 27% in 1st Quarter [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 531 MANAGEMENT: Unsecured Claims Unimpaired in Plan --------------------------------------------------- 531 Management LLC submitted a Modified Disclosure Statement. The Debtor's goal from the inception of this Chapter 11 case has been to sell one of its two development properties, a six-story residential condominium building at 3511 Cambridge Avenue, Bronx, New York (the "Cambridge Avenue Property"), to pay its creditors and generate funds to complete construction at its second property, a 4 story mixed-use residential and commercial building at 3941 White Plains Road (the "White Plains Road Property"). After several years of marketing, and three sale contracts which were negotiated but never executed, the Debtor now has obtained a contract for the sale of the Cambridge Avenue Property for the sum of $5.9 million, including a $400,000 deposit. The Debtor's Properties are both unencumbered by any mortgage debt, and the total amount owed to priority and general unsecured creditors is approximately $1,567,000. Accordingly, the proposed sale price is sufficient to pay all general unsecured creditors in full, with applicable interest. The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan on the same day and time, to wit, May 28, 2021 at 10:00 a.m. prevailing Eastern Time. The hearing will be conducted by telephone before the Hon. James L. Garrity Jr., United States Bankruptcy Court, One Bowling Green, New York, NY 10004. The Plan will treat claims as follows: * Class 1: General Unsecured Claims will be paid in full of all allowed amounts. Class 1 is unimpaired. * Class 2: Equity Interests of Maurice Elmalem. Retention of Equity Interest, and receipt of all residual sale proceeds after payments of allowed claims of creditors. Class 2 is unimpaired. The Plan will be implemented through the Sale of the Cambridge Avenue Property through a public auction to be conducted by the Debtor, with the Stalking Horse Bid serving as an upset price, with the proceeds generated therefrom to be used to fund all distributions hereunder. Attorneys for the Debtor: J. Ted Donovan, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 21st Floor New York, NY 10036 A copy of the Modified Disclosure Statement is available at https://bit.ly/3gUKRPM from PacerMonitor.com. About 531 Management LLC 531 Management LLC is a real estate development and construction company based in Bronx, New York. The Debtor filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10519) on March 6, 2017. In its petition, the Debtor estimated $7.23 million in assets and $6.87 million in liabilities. The petition was signed by Maurice Elmalem, the managing member. Judge James L. Garrity Jr. presides over the case. J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as bankruptcy counsel. AESTHETIC FAMILY: Geoff Groshong Appointed as Ch. 11 Trustee ------------------------------------------------------------ Acting U. S. Trustee for Region 18, Gregory M. Garvin, appointed Geoff Groshong as Chapter 11 Trustee for Aesthetic Family Dentistry, LLC. Mr. Groshong will paid for his service at an hourly rate of $350 and is entitled to reimbursement for actual and necessary expenses incurred in the discharge of his duty. About Aesthetic Family Dentistry Aesthetic Family Dentistry, LLC -- www.akdental.com -- which operates a dental clinic specializing in cosmetic dentistry, general dentistry, invisalign, and emergency dentistry, filed a Chapter 11 petition (Bankr. D. Alaska Case No. 21-00083) on April 25, 2021 in the United States Bankruptcy Court District of Alaska. As of the Petition Date, the Debtor estimated assets between $1 million and $10 million and liabilities within the same range. The petition was signed by Scott Allen Methven, managing member. DAVID H. BUNDY, P.C., is the Debtor's counsel. Judge Gary Spraker oversees the case. AGEMY FAMILY: Court Conditionally Approves Disclosure Statement --------------------------------------------------------------- Judge Roberta A. Colton has entered an order conditionally approving the Disclosure Statement of Agemy Family Corporation dba Quality Plus Dry Cleaners. Any written objections to the Disclosure Statement shall be filed with the Court and served no later than 7 days prior to the date of the hearing on confirmation. The Court will conduct a hearing on confirmation of the Plan on June 17, 2021 at 2:00 pm in Tampa, FL − Courtroom 9B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Parties in interest shall submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than 8 days before the date of the Confirmation Hearing. Objections to confirmation shall be filed and served no later than 7 days before the date of the Confirmation Hearing. The Plan Proponent shall file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. About Agemy Family Corporation Agemy Family Corporation d/b/a Quality Plus Dry Cleaners, a company that operates in the laundry facilities and dry cleaning services industry, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 20-08608) on November 22, 2020, estimating at least $100,000 to $500,000 in assets and less than $1 million to $10 million in liabilities. Agemy Family President Allie Hassan Agemy signed the petition. Judge Roberta A. Colton oversees the case. David W. Steen, P.A. is the Debtor's legal counsel. ANDRE J. CORMIER, SR.: Bank Seeks to Move Hearing on Sale to May 7 ------------------------------------------------------------------ Country Bank for Savings, creditor of Andre J. Cormier, Sr., and Fay H. Cormier, asks the U.S. Bankruptcy Court for the District of Massachusetts to continue to May 7, 2021, the hearing on the Debtors' proposed sale of the approximately 4 acres of undeveloped land over three adjoining acres owned by the Debtors with addresses of Lot 14E -102 Turtle Cove Lane, Lot 13E - 104 Turtle Cove Lane, and Lot 5E - 111 Rice Road, all in East Brookfield, Massachusetts, to Cormier & Sons Construction and Home Building LLC or its assignee, for a combined total of $132,000, free and clear of all liens, claims, interests, and encumbrances. The Debtors filed their Sale Motion was filed on March 15, 20231, the deadline for filing objections (or higher offers) was April 27, 2021, and the hearing was scheduled for April 30, 2021, at 12:00 p.m. As the Court is aware, the hearing on confirmation of the Debtors' third amended plan of reorganization is scheduled for May 7, 2021. The Bank, the Debtors, and their representatives have been conferring in an attempt to resolve objections to both the Sale Motion and to the Plan. The parties believe that a one-week extension of the time to file objections and a similar one week continuance of the hearing on the Sale Motion would be helpful to enable the parties to resolve these matters. The Debtors assent to the Motion. Therefore, Country Bank for Savings respectfully prays (i) that the hearing on the Sale Motion be continued to May 7, 2021; (ii) that the deadline for the Bank to file objections to the Sale Motion be extended to May 4, 2021, at 4:30 p.m.; and (iii) for such further relief as the Court deems just and proper. Andre J. Cormier, Sr. and Fay H. Cormier sought Chapter 11 protection (Bankr. D. Mass. Case No. 19-41785) on Nov. 13, 2019. The Debtors tapped James P. Ehrhard, Esq., at Ehrhard & Associates, P.C. as counsel. ANDRE J. CORMIER, SR.: Hearing on Sale of 4-Acre Land Set for May 7 ------------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts continued to May 7, 2021, at 10:00 a.m., the hearing on the sale proposed by Andre J. Cormier, Sr., and Fay H. Cormier of approximately 4 acres of undeveloped land over three adjoining acres owned by them with addresses of Lot 14E -102 Turtle Cove Lane, Lot 13E - 104 Turtle Cove Lane, and Lot 5E - 111 Rice Road, all in East Brookfield, Massachusetts, to Cormier & Sons Construction and Home Building LLC or its assignee, for a combined total of $132,000, free and clear of all liens, claims, interests, and encumbrances. The hearing of April 30, 2021, is continued to May 7, 2021, at 10:00 a.m., and will be conducted by Zoom.gov videoconference. The deadline for creditor Country Bank for Savings to file an objection is extended to May 4, 2021. Interested parties are directed to the Court's Feb. 22, 2021 supplemental order regarding evidentiary hearing by video for information regarding participation in the hearing. The Clerk will issue a link to the video conference prior to the hearing date. Andre J. Cormier, Sr. and Fay H. Cormier sought Chapter 11 protection (Bankr. D. Mass. Case No. 19-41785) on Nov. 13, 2019. The Debtors tapped James P. Ehrhard, Esq., at Ehrhard & Associates, P.C. as counsel. ANDRE J. CORMIER, SR.: Ordered to Submit Proposed Order on Sale --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts directed Andre J. Cormier, Sr., and Fay H. Cormier to file a proposed order in connection with their proposed sale of the approximately 4 acres of undeveloped land over three adjoining acres owned by the Debtors with addresses of Lot 14E -102 Turtle Cove Lane, Lot 13E - 104 Turtle Cove Lane, and Lot 5E - 111 Rice Road, all in East Brookfield, Massachusetts, to Cormier & Sons Construction and Home Building LLC or its assignee, for a combined total of $132,000, free and clear of all liens, claims, interests, and encumbrances. The Debtors were to file their proposed order on the docket and submit the proposed order in Word format to the Court at EDK@MAB.USCOURTS.GOV on May 5, 2021. Andre J. Cormier, Sr. and Fay H. Cormier sought Chapter 11 protection (Bankr. D. Mass. Case No. 19-41785) on Nov. 13, 2019. The Debtors tapped James P. Ehrhard, Esq., at Ehrhard & Associates, P.C. as counsel. ANTONIA'S FOOD: Gets OK to Hire Hoff Law Offices as Legal Counsel ----------------------------------------------------------------- Antonia's Food LLC received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hoff Law Offices, P.C. as its legal counsel. The firm's services include: (a) advising the Debtor regarding matters of bankruptcy law and the requirements of the Bankruptcy Code and Bankruptcy Rules relating to the administration of the Debtor's Chapter 11 case, and the operation of the Debtor's estate; (b) representing the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; (c) assisting the Debtor in complying with the requirements of the Office of the U.S. Trustee; (d) advising the Debtor regarding its powers and duties in the continued operation of its business and management of property of the estate; (e) assisting the Debtor in the administration of the estate's assets and liabilities; (f) preparing legal documents; (g) assisting the Debtor in the collection of all accounts receivable and other claims that the Debtor may have, and resolve claims against the estate; (h) advising the Debtor concerning the claims of secured and unsecured creditors, and prosecuting or defending all actions; and (i) preparing, negotiating, prosecuting and seeking confirmation of a plan of reorganization. Hoff Law Offices will be paid at the rate of $350 per hour for attorneys' services and $75 per hour for secretarial work. The firm will also receive reimbursement for out-of-pocket expenses incurred. Jessica Hoff, Esq., the firm's attorney who will be handling the Debtor's bankruptcy case, disclosed in a court filing that she does not represent or hold any interest adverse to the Debtor and its estate. Hoff Law Offices can be reached through: Jessica L. Hoff, Esq. Hoff Law Offices, P.C. 440 Louisiana St Suite 850 Houston, TX 77002 Phone: (303) 803-4438 Fax: (303) 648-4478 Email: jhoff@hofflawoffices.com About Antonia's Food Antonia's Food, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-30967) on March 19, 2021. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Eduardo V. Rodriguez oversees the case. Hoff Law Offices, P.C. is the Debtor's legal counsel. ARS REI USA: Unsecureds to be Fully Paid Under Plan --------------------------------------------------- Ars Rei USA Corp., d/b/a UNOde50, filed a First Amended Disclosure Statement. The Plan provides for a reorganization of the Debtor's financial affairs. Under the Plan, all Statutory Fees, Administrative Claims, Secured Claims, Priority Tax Claims and General Unsecured Claims will be fully paid. ARS REI S.L. shall retain its Interests (i.e., equity) in the Debtor/Post-Confirmation Debtor. The Plan will be implemented through, and the Distributions contemplated to be made under the Plan will be funded by, revenue generated from Debtor's operations. Counsel to the Debtor: Reich, Reich & Reich, P.C. 235 Main Street, Suite 450 White Plains, New York 10601 Tel: (914) 949-2126 A copy of the First Amended Disclosure Statement is available at https://bit.ly/3u6sCL1 from PacerMonitor.com. About ARS REI USA Corp. ARS REI USA Corp. is in the business of selling handcrafted jewelry manufactured in Madrid, Spain by ARS REI S.L., exclusively in the United States. ARS REI USA Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-11937) on Aug. 19, 2020, In the petition signed by Jason McNary, CEO, the Debtor disclosed $4,248,640 in assets and $3,904,607 in liabilities. Judge Martin Glenn presides over the case. Jeffrey A. Reich, Esq. at REICH REICH & REICH, P.C., is the Debtor's counsel, and Raich Ende Malter & Co. LLP is its accountant. ATC INTERNATIONAL: Unsecureds to be Paid From Basham Contribution ----------------------------------------------------------------- ATC International Trust, American Transworld Corporation and Welblen Holdings, LLC, submitted a Amended Joint Chapter 11, Subchapter V Plan of Reorganization. The payments under the Plan will be funded from the Plan Contribution and proceeds of sales of the underlying Costa Rican Real Estate. Sales should be accomplished over a 5 year period of time following confirmation of the Plan. The Plan Contribution will be repaid first from any proceeds. During this 5-year period, carrying costs advanced for the Costa Rican Real Estate will hold a first priority ahead of claims and interests of the beneficiaries. The Plan proposes to pay the Debtors' creditors and beneficiaries with the Plan Contribution and, if necessary, from proceeds of sales of the underlying Costa Rican Real Estate. The Class 2 Claim, if elected, will be paid first from the Plan Contribution. Creditors with allowed administrative claims and creditors with allowed unsecured trade claims will be next paid through the Plan Contribution. Beneficiaries will be paid consistent with their original investments, including the Mansion Agreement, on a pro rata basis. This Plan provides for one class of each of the following: priority claims; secured claims (Feldman - disputed); non-priority unsecured trade claims; and beneficiaries/equity holders. Non-priority general unsecured trade creditors holding allowed claims will receive payment from the Basham Contribution. This Plan also provides for the payment of administrative expense and priority claims. Class 3 consists of the claims of the allowed general unsecured creditors. The only claim in this class is the claim filed by Gassman, Crotty & Denicolo in the amount of $52,714. This claim will be paid in full from the Plan Contribution after the payment of administrative claims, priority claims and the Class 2 Claim (if elected) or upon such other terms as agreed with the claimant. The Plan proposes to pay creditors of the Debtors and beneficiaries of ATC Trust from the Plan Contribution and, as necessary, from proceeds of sale of the Costa Rican Real Estate. Attorneys for Debtors: Michael C. Markham JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 401 E. Jackson Street, Ste. 3100 Tampa, FL 33602 Telephone: 813-225-2500 Facsimile: 813-223-7118 Email: mikem@jpfirm.com A copy of the Amended Joint Chapter 11, Subchapter V Plan of Reorganization is available at https://bit.ly/3vzKeyW from PacerMonitor.com. About ATC International Trust ATC International Trust is a business trust company based in Tampa, Fla. ATC International Trust and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 8:20-bk-08251) on Nov. 3, 2020. At the time of the filing, ATC International Trust had estimated assets and liabilities of less than $50,000. Johnson, Pope, Bokor, Ruppel & Burns, LLP are Debtors' legal counsel. AUGUSTUS INTELLIGENCE: Obtains Interim OK on $2-Mil DIP Facility ---------------------------------------------------------------- Augustus Intelligence Inc. sought permission from the U.S. Bankruptcy Court for the District of Delaware to obtain up to $2,000,000 in post-petition financing, with $400,000 available on an interim basis, from AI Loan Company, LLC. The Debtor will use the DIP funds for (i) working capital and general corporate purposes, including capital expenditures, and for (i) bankruptcy-related costs and expenses, including the pursuit and consummation of a sale and/or Plan, consistent with the DIP Documents. The material terms of the DIP Loan Agreement: * Borrower: August Intelligence Inc. * DIP Lender: AI Loan Company, LLC. The DIP Lender's current members include foreign companies controlled by existing Augustus investors, including St Liechtenstein, the Chairman, and AB Hussain, former CEO. * Commitment: Up to $2,000,000 under a line of credit DIP Facility, with $400,000 of the DIP Facility funded upon entry of the Interim Order, and the remainder to be funded at the discretion of the DIP Lender consistent with the budget. * Terms: The principal amount of the DIP Facility and accrued but unpaid interest are due and payable in cash on the earliest to occur of: (a) 180 days from the date of the Note, (b) the Effective Date of a confirmed Chapter 11 Plan, (c) the dismissal of the Chapter 11 Case, the appointment of a Chapter 11 trustee or examiner, or the conversion of the Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code. * Interest Rates: The Debtor shall pay interest on the Accreted Principal Amount of the Note, at 10% per annum, monthly in arrears on the last day of each calendar month. All unpaid and accrued interest shall be paid in full when the final principal amount of the DIP Loans is paid. A default interest rate (at 2% plus the applicable rate) will accrue on the DIP Loan during any event of default. * Exit Fee: DIP Lender shall be entitled to: (a) convert the Obligations owed under the DIP Loan into any exit capital or financing for the Debtor as contained in the Confirmed Plan, at a 30% discount to the exit valuation of the Issuer (in the case of exit capital), or in the case of financing, at a 30% discount to the face amount of such financing, this at the DIP Lender's sole election on the Effective Date of a confirmed reorganization plan of the Debtor; (b) an exit fee payable on the Maturity Date equal to the greater of (i) 10% of the amount of the Obligations or (ii) $200,000; and (c) a warrant, in form and substance reasonably satisfactory to Holder in all respects, which shall provide for the right for a period of five years to purchase 10% of the fully diluted shares of each senior class of equity of the Reorganized Debtor at a nominal price, in each case with the right of cashless exercise. Carve-out The Carve-Out is the sum of: (a) all allowed administrative expenses for fees to be paid to the Clerk of the Bankruptcy Court; (b) all reasonable fees and expenses up to $10,000 incurred by a trustee under Section 726(b) of the Bankruptcy Code; (c) all fees, disbursements, costs and expenses of the professionals retained by the Debtor and the Subchapter V Trustee to the extent allowed by the Bankruptcy Court at any time before or on the date of delivery by the DIP Lender of a Carve-Out Trigger Notice; and (d) all fees, disbursements, costs and expenses of the Professionals to the extent allowed by the Bankruptcy Court, incurred on and after the first business day following delivery by the DIP Lender of a Carve-Out Trigger Notice of up to $50,000 in aggregate. Liens and Priority The Debtor asked the Court that all claims under the DIP Facility: * be entitled to super-priority claim status, which claims shall be payable from and have recourse to all DIP Collateral, subject to the Carve-Out; * be secured by a perfected first priority lien on all DIP Collateral (other than the Debtor's property that are subject to valid and perfected liens existing as of the Petition Date or subject to valid liens existing at the Petition Date that are perfected after the Petition Date pursuant to Section 546(b) of the Bankruptcy Code; and * be secured by a perfected junior lien on all of the Debtor's DIP Collateral that is subject to a Prior Senior Lien. The Debtor also propose that the DIP Lender be allowed to credit bid any amounts outstanding under the DIP Facility in any sale of the DIP Collateral. Arm's-Length Transaction The Debtor does not believe third-party DIP financing would be reasonably obtainable other than that proposed under the DIP Facility. The Debtor said the provisions of the DIP Loan are negotiated at arm's-length and in good faith, and that the proposed DIP Facility provides the best terms presently available to the Debtor. The Debtor disclosed that it will use approximately $31,000 of the interim DIP funds for its non-debtor subsidiaries. As of the Petition Date, the Debtor had no outstanding secured debt and had approximately $2.1 million in liquidated prepetition unsecured claims. A copy of the Motion is available for free at https://bit.ly/3uxc2nP from Stretto, claims agent. Interim Order Entered On May 4, 2021, Judge John T. Dorsey entered an interim order approving the Debtor's request, thereby authorizing the Debtor's access to $400,000 of funds under the DIP facility during the interim period. A copy of the Interim Order is available for free at https://bit.ly/2QL0UoF from Stretto, the Debtor's claims agent. Final hearing on the motion is set for June 3, 2021 at 11 a.m. (prevailing Eastern Time). About Augustus Intelligence Augustus Intelligence Inc. develops artificial intelligence software technology. Augustus offers its customers and prospective customers an integrated, all-in-one artificial intelligence solution to be used in conjunction with the customers' existing technology in order to maximize efficiencies and improve profitability. Augustus Intelligence Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10744) on April 24, 2021. As of March 31, 2021, the Debtor disclosed total assets of $10,110,349 and total liabilities of $2,763,109. The Hon. John T. Dorsey is the case judge. ARCHER & GREINER, P.C., led by Bryan J. Hall, is the Debtor's counsel. HAHN & HESSEN LLP is the co-counsel. RYNIKER CONSULTANTS, LLC, is the financial advisor. STRETTO is the claims agent, maintaining the page https://cases.stretto.com/augustus/court-docket The Office of the United States Trustee for Region 3 appointed Natasha M. Songonuga, Esq., as the Subchapter V Trustee in the Debtor's case. BACALLAO GRANITE: Case Summary & 14 Unsecured Creditors ------------------------------------------------------- Debtor: Bacallao Granite and Marble, LLC 5448 North State Street Jackson, MS 39206 Business Description: Bacallao Granite and Marble, is a marble contractor in Jackson, Mississippi. Chapter 11 Petition Date: May 4, 2021 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 21-00807 Judge: Hon. Neil P. Olack Debtor's Counsel: R. Michael Bolen, Esq. HOOD & BOLEN, PLLC ATTORNEYS AT LAW 3770 Highway 80 West Jackson, MS 39209 Tel: (601) 923-0788 E-mail: rmb@hoodbolen.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Yoel M. Bacallao, manager, member. A copy of the Debtor's list of 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VLYMY5I/Bacallao_Granite_and_Marble_LLC__mssbke-21-00807__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VAFIU2Q/Bacallao_Granite_and_Marble_LLC__mssbke-21-00807__0001.0.pdf?mcid=tGE4TAMA BARNET LIBERMAN: Russell Nype Out as Committee Member ----------------------------------------------------- The U.S. Trustee for Region 2 disclosed in a notice filed with the U.S. Bankruptcy Court for the Eastern District of New York that as of May 3, these creditors are the remaining members of the official committee of unsecured creditors in the Chapter 11 case of Barnet Louis Liberman: 1. James E. & Bernice Bookhamer 1526 Ocean Avenue Sea Bright, NJ 07760 E-mail: jbookie@verizon.net 2. Jacob M. Toledano 40 Stevenson Drive Great Neck, NY 11023-1824 E-mail: Medival5@verizon.net Russell L. Nype was previously identified as member of the creditors committee. Its name no longer appears in the new notice. About Barnet Louis Liberman Barnet Louis Liberman sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-70611) on April 1, 2021. The Debtor is represented by Sanford Rosen, Esq. BRIAN WITZER: Wins Cash Collateral Access ----------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, has granted the emergency motion for an order authorizing interim use of cash collateral filed by the Law Offices of Brian D. Witzer, Inc. on an open basis through the conclusion of a final hearing. The Court said it will set a hearing at a future status conference, which will act as a check-in date. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral in which its secured creditors, U.S. Small Business Administration and Pravati Credit Fund III LP, assert an interest in order to pay reasonable expenses it incurs during the ordinary course of its business. The event that precipitated the filing of the Debtor's Chapter 11 bankruptcy case was the Order Denying Debtor's Motion to Vacate the Judgment entered in favor of Pravati Credit Fund III LP. On November 22, 2019, Pravati filed an action against the Debtor and its principal Brain D. Witzer in the Superior Court of California, County of Los Angeles, for their alleged breaches of nonrecourse advance agreement to fund the Debtor's litigation activities. A status hearing in the case has been continued to May 11, 2021 at 1p.m. A copy of the order is available for free at https://bit.ly/3xORBEQ from PacerMonitor.com. About Law Offices of Brian D. Witzer, Inc. The Law Offices of Brian D. Witzer -- https://witzerlaw.com -- is a law firm specializing in serious personal injury, pharmaceutical litigation, traumatic brain injury, premises liability, construction liability, product liability, sexual assaults, and bad faith insurance. The Law Offices of Brian D. Witzer sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-12517) on March 29, 2021. In the petition signed by Brian D. Witzer, chief executive officer and owner, the Debtor disclosed up to $500,000 in assets and up to $50 million in liabilities. Judge Neil W. Bason oversees the case. Michael Jay Berger, Esq. at the Law Offices of Michael Jay Berger is the Debtor's legal counsel. BRIGHT MOUNTAIN: Inks 1st Amendment to Centre Lane Credit Agreement ------------------------------------------------------------------- Bright Mountain Media, Inc. and its subsidiaries CL Media Holdings LLC, Bright Mountain Media, Inc., Bright Mountain LLC, MediaHouse, Inc. entered into a first amendment to amended and restated senior secured credit agreement. The company and its subsidiaries are parties to a credit agreement with Centre Lane Partners Master Credit Fund II, L.P. as administrative agent and collateral agent dated June 5, 2020. The credit agreement was amended to permit Bright Mountain Media to raise up to $6,000,000 of total cash proceeds from the sale of its preferred stock prior to Dec. 31, 2021 without having to make a mandatory prepayment of the loans under the credit agreement. The interest rate on the loans after April 26, 2021 was increased to 10.00% per annum from 6.00%, which can continue to be paid in-kind in lieu of cash payment. The credit agreement was further amended to permit the company to provide audited financial statements for the year ended Dec. 31, 2020 on or before June 14, 2021. In addition, the company may issue up to $800,000 in dividends from the previous limit of $500,000 per annum. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- is an end-to-end digital media and advertising services platform, efficiently connecting brands with targeted consumer demographics. In addition to itscorporate website, the Company owns and/or manages 24 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. The Company also owns an ad network which was acquired in September 2017. Bright Mountain reported a net loss of $3.40 million for the year ended Dec. 31, 2019, compared to a net loss of $5.22 million for the year ended Dec. 31, 2018. EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company has experienced recurring net losses, cash outflows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. CACHET FINANCIAL: June 24 Plan Confirmation Hearing Set ------------------------------------------------------- Cachet Financial Services, a California corporation a/k/a Cachet fka Cachet Banq, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a motion requesting that the court approve the adequacy of their disclosure statement. On April 29, 2021, Judge Vincent P. Zurzolo granted the motion and ordered that: * June 24, 2021, at 11:00 a.m. is set for a hearing on a Motion to Confirm Plan. * June 1, 2021, is the deadline for claimants who are entitled to vote, to submit a ballot. * June 1, 2021, is the deadline for claimants and other parties in interest to file and serve a preliminary objection to confirmation of the Plan. * June 3, 2021, is the deadline for the Debtor to file and serve a Motion to Confirm Plan. * June 10, 2021, is the deadline for the claimants and parties in interest to file a written response to the Motion to Confirm Plan. * June 17, 2021, is the deadline for the Debtor to serve and file a reply to any written response to the Motion to Confirm Plan. A full-text copy of the order dated April 29, 2021, is available at https://bit.ly/3ef69FO from PacerMonitor.com at no charge. Attorney for the Debtor: James C. Bastian, Jr. Melissa Davis Lowe SHULMAN BASTIAN FRIEDMAN & BUI LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 E-mail: JBastian@shulmanbastian.com MLowe@shulmanbastian.com About Cachet Financial Services Pasadena, Calif.-based Cachet Financial Services -- https://www.cachetservices.com/ -- provides Automated Clearing House (ACH) processing services for payroll-related electronic transactions, including direct deposits, tax payments, garnishment payments, benefits payments, 401(k) payments, expense reimbursement payments, agency checks, and fee collection. Cachet Financial Services filed a Chapter11 petition (Bankr. C.D. Cal. Case No. 20-10654) on Jan. 21, 2020. In the petition signed by Aberash Asfaw, president, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The Honorable Vincent P. Zurzolo presides over the case. The Debtor tapped Shulman Bastian LLP as its bankruptcy counsel, Loeb & Loeb LLP as local counsel, and The Rosner Law Group LLC as special counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 17, 2020. The committee is represented by Sheppard, Mullin, Richter & Hampton LLP. CASTEX ENERGY: Committee Taps Howley Law as Local Counsel --------------------------------------------------------- The official committee of unsecured creditors of Castex Energy 2005 Holdco, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Howley Law, PLLC as its local counsel. The firm will provide legal services in connection with the Debtors' Chapter 11 cases, which include: a. assisting the committee in its consultations with the Debtors regarding the administration of the cases; b. assisting the committee in analyzing the Debtors' assets and liabilities; c. advising the committee on issues related to the Debtors' plan of liquidation; d. representing the committee at hearings and other proceedings; e. reviewing and analyzing all applications, motions, orders, statements and schedules filed with the court and advising the committee as to their propriety; and f. assisting the committee in preparing pleadings and applications. The hourly rates charged by the firm are as follows: Tom Howley Member $675 per hour Eric Terry Of Counsel $675 per hour Roland Rodriguez Paralegal $275 per hour Tom Howley, Esq., a member of Howley Law, disclosed in a court filing that his firm does not currently represent or have any connection with the Debtors. Mr. Howley also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Howley Law did not represent the committee before its formation. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: The committee is aware of the proposed rates to be charged by Howley Law as well as who will primarily work on the file. The committee is further aware of limitations on this case due to circumstances, including but not limited to the Debtors' operations, and use of funds alleged to be subject to the security interest of other creditors. The committee and its professionals reserve all rights to seek approval of committee professional fees. Howley Law can be reached through: Tom A. Howley, Esq. Eric B. Terry, Esq. Howley Law PLLC Pennzoil Place – South Tower 711 Louisiana Street Suite 1850 Houston, TX 77002 Phone: 713-333-9125 Email: tom@howley-law.com About Castex Energy 2005 Holdco Castex Energy 2005 Holdco, LLC and its affiliates, Castex Energy 2005, LLC, Castex Energy Partners, LLC, and Castex Offshore, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 21-30710) on Feb. 26, 2021. At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Okin Adams LLP as bankruptcy counsel, The Claro Group, LLC as financial advisor, and Thompson & Knight LLP as special counsel and conflicts counsel. Douglas Brickley, managing director at Claro Group, serves as the Debtors' chief restructuring officer. Donlin, Recano & Company, Inc. is the notice, claims and balloting agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Stewart Robbins Brown & Altazan, LLC and Howley Law, PLLC serve as the committee's lead bankruptcy counsel and local counsel, respectively. CASTEX ENERGY: Committee Taps Stewart Robbins as Lead Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Castex Energy 2005 Holdco, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Stewart Robbins Brown & Altazan, LLC as its lead counsel. The firm will provide legal services in connection with the Debtors' Chapter 11 cases, which include: a. advising the committee with respect to its rights, duties, and powers in the bankruptcy cases; b. assisting the committee in its consultations with the Debtors relative to the administration of the cases; c. assisting the committee in analyzing the claims of creditors and the Debtors' capital structure and in negotiating with holders of claims; d. assisting the committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of their business; e. assisting the committee in its investigation of the liens and claims of the Debtors' lenders and the prosecution of any claims or causes of action revealed by such investigation; f. assisting the committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of leases of nonresidential real property and executory contracts, asset dispositions, financing or other transactions, and the terms of a plan of reorganization for the Debtors; g. assisting the committee in communicating with unsecured creditors regarding significant matters in the Debtors' bankruptcy cases; h. representing the committee at hearings and other proceedings; i. reviewing and analyzing applications, orders, statements of operations, and bankruptcy schedules filed with the court and advising the committee as to their propriety; and j. assisting the committee in preparing pleadings and other legal papers. The attorneys and paralegals primarily responsible for representing the committee, and their standard hourly rates are: Paul Douglas Stewart, Jr. Member $455 William Robbins Member $445 Brandon Brown Member $445 Brooke Altazan Member $365 Nicholas Smeltz Associate $255 Kimberly Heard Paralegal $150 Other attorneys, paralegals and case management clerks may also assist in representing the committee. The rates for such professionals range from $90 to $365 per hour. Paul Douglas Stewart, Jr., Esq., a member of Stewart Robbins, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Stewart also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Stewart Robbins did not represent the committee before its formation. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: The committee is aware of the proposed rates to be charged by Stewart Robbins as well as who will primarily work on the file. The committee is further aware of limitations on this case due to circumstances, including but not limited to the Debtors' operations, and use of funds alleged to be subject to the security interest of other creditors. The committee and its professionals reserve all rights to seek approval of committee professional fees. Stewart Robbins can be reached through: Paul D. Stewart, Jr., Esq. William S. Robbins, Esq. Brandon A. Brown, Esq. Brooke W. Altazan, Esq. Stewart Robbins Brown & Altazan, LLC Baton Rouge, LA 70801-0016 Phone: (225) 231-9998 Fax: (225) 709-9467 Email: dstewart@stewartrobbins.com wrobbins@stewartrobbins.com bbrown@stewartrobbins.com baltazan@stewartrobbins.com About Castex Energy 2005 Holdco Castex Energy 2005 Holdco, LLC and its affiliates, Castex Energy 2005, LLC, Castex Energy Partners, LLC, and Castex Offshore, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 21-30710) on Feb. 26, 2021. At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Okin Adams LLP as bankruptcy counsel, The Claro Group, LLC as financial advisor, and Thompson & Knight LLP as special counsel and conflicts counsel. Douglas Brickley, managing director at Claro Group, serves as the Debtors' chief restructuring officer. Donlin, Recano & Company, Inc. is the notice, claims and balloting agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Stewart Robbins Brown & Altazan, LLC and Howley Law, PLLC serve as the committee's lead bankruptcy counsel and local counsel, respectively. CASTEX ENERGY: Court Conditionally Approves Disclosure Statement ---------------------------------------------------------------- Judge Marvin Isgur has entered an order conditionally approving the Disclosure Statement of Castex Energy 2005 Holdco, LLC, et al. April 21, 2021, is fixed as the Voting Record Date, which shall be the date for the determination of Holders of Claims entitled to receive the Solicitation Materials and vote to accept or reject the Plan. May 20, 2021, is fixed as the Voting Deadline by which acceptances or rejections of the Plan must be actually received by the Debtors in order to be counted. May 20, 2021, is fixed as the Objection Deadline and shall be the last day for filing written objections to the confirmation of the Debtors' Plan and serving the same via the Court's CM/ECF system. The final hearing on the adequacy of the Disclosure Statement and to consider Confirmation of the Plan will be held before the Honorable Marvin Isgur, United States Bankruptcy Judge, in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, 515 Rusk Street, 4th Floor, Courtroom No. 404, Houston, Texas 77002 on May 27, 2021 at 9:30 a.m. (prevailing Central Time). In accordance with the Complex Case Procedures, the Debtors shall serve a copy of the Notice of Consensual Releases in the Plan and Opt-Out, attached hereto as Exhibit C, together with a return addressed envelope, on non-voting creditors and other parties in interest to indicate their assent or opposition to the consensual releases contained in the Plan. About Castex Energy 2005 Holdco Castex Energy Partners, L.P., and its affiliates are engaged in the exploration, development, production and acquisition of oil and natural gas properties located in the Gulf of Mexico, state waters of Louisiana, onshore Louisiana, and onshore Texas. Castex owns interests in approximately 182 oil, gas, and related wells, and have estimated proven reserves of 2.3 MMBO (oil and gas condensate) and 4 BCFE (natural gas). It is also a party to numerous joint operating agreements, joint development agreements, exploration agreements, and area of mutual interest agreements, and own interests in certain fee lands. Castex Energy Partners, L.P., along with 5 affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after reaching terms with lenders of a restructuring plan that would convert debt into equity. The Plan, which granted 100% of the equity to holders of RBL secured claims totaling $400 million, was confirmed Feb. 28, 2018, and Castex emerged from bankruptcy in March 2018. On Feb. 26, 2021, Castex Energy Partners, LLC, along with three affiliates, including Castex Offshore, Inc., returned to Chapter 11 bankruptcy. The lead case is In re Castex Energy 2005 Holdco, LLC (Bankr. S.D. Tex. Case No. 21-30710). Castex Energy Partners estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. David R. Jones oversees the present case. In the prior case, the Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings LLP, as special counsel; and Alvarez & Marsal North America, LLC, as restructuring advisor. In the recent case, the Debtors tapped OKIN ADAMS LLP as general bankruptcy counsel; and THE CLARO GROUP, LLC, as financial advisor. THOMPSON & KNIGHT LLP is the special counsel & conflicts counsel. DONLIN, RECANO & COMPANY, INC., is the claims agent. CASTEX ENERGY: Unsecured Creditors to Get Distributions in Plan --------------------------------------------------------------- Castex Energy 2005 Holdco, LLC, et al., submitted a Second Amended Disclosure Statement. Persons or Entities receiving a Ballot should complete and sign each enclosed Ballot and return it to the address provided below. In order to be counted, ballots must be duly completed, executed and received no later than May 20, 2021. The Bankruptcy Court has scheduled a Confirmation Hearing to consider Confirmation of the Plan for May 27, 2021, at 9:30 a.m. (Prevailing Central Time), at the courtroom of the Honorable Marvin Isgur, United States Bankruptcy Court, 515 Rusk, Courtroom No. 404, Houston, Texas 77002. The Debtors have filed the Plan with the Bankruptcy Court. As more fully set forth in the Plan, the Plan provides for distributions to Holders of Allowed Claims from, among other things: (i) transferring the Apache Claims, the Secured Cash Amount, and the Talos Shares in full and final satisfaction of such Allowed Secured Debt Claim, and (ii) creating the Liquidating Trust in which holders of Allowed General Unsecured Claims will receive their pro rata share interests in the Liquidating Trust. The Plan will be implemented on the Effective Date. At the present time, the Debtors believe that there will be sufficient funds, as of the Effective Date, to pay in full the expected payments required under the Plan to Holders of Allowed Administrative Expense Claims, Holders of Allowed Priority Non-Tax Claims in Class 1, and Holders of Other Priority Claims in Class 2. Class 3, Holders of Allowed Secured Debt Claims, will receive their Pro Rata Share of the equity interests in Lender NewCo. Class 4, Holders of General Unsecured Claims, will receive a Pro Rata Share of the interests in the Liquidating Trust. Class 5, Intercompany Claims, will be adjusted or reinstated, as determined by the Debtors, subject to the consent of the Required Lenders. Class 6, Class 510(b) Claims, shall have the Section 510(b) Claims extinguished and canceled receiving no distribution. Class 7, Intercompany Interests, will be adjusted, reinstated or discharged by the Debtors. Class 8, Existing Interests, will be cancelled, released, and extinguished by the Debtors. The Liquidation Trust Agreement, and other Plan Documents, the Plan calls for the creation of the Liquidating Trust to prosecute those certain Retained Cases of Actions and the other Liquidation Trust Assets for the benefit of creditors holding Allowed Claims in Class 4. The Debtors have preliminarily analyzed the proposed Liquidation Trust Assets and the Debtors believe that the liquidation of the Liquidation Trust Assets will generate enough funds to provide a distribution to Class 4. Plan distributions of cash will be funded solely from the Debtors' Cash on hand as of the Effective Date and not from other sources, including, for the avoidance of doubt, any Talos Shares, proceeds of, or recoveries on account of, the Apache Claims, or Cash constituting the Secured Cash Amount transferred to Lender NewCo. Attorneys for the Debtors: Matthew S. Okin David L. Curry, Jr. Ryan A. O'Connor Johnie A. Maraist OKIN ADAMS LLP 1113 Vine St., Suite 240 Houston, Texas 77002 Tel: 713.228.4100 Fax: 888.865.2118 E-mail: mokin@okinadams.com E-mail: dcurry@okinadams.com E-mail: roconnor@okinadams.com E-mail: jmaraist@okinadams.com A copy of the Second Amended Disclosure Statement is available at https://bit.ly/3t4pfTf from Stretto, the claims agent. About Castex Energy 2005 Holdco Castex Energy Partners, L.P., and its affiliates are engaged in the exploration, development, production and acquisition of oil and natural gas properties located in the Gulf of Mexico, state waters of Louisiana, onshore Louisiana, and onshore Texas. Castex owns interests in approximately 182 oil, gas, and related wells, and have estimated proven reserves of 2.3 MMBO (oil and gas condensate) and 4 BCFE (natural gas). It is also a party to numerous joint operating agreements, joint development agreements, exploration agreements, and area of mutual interest agreements, and own interests in certain fee lands. Castex Energy Partners, L.P., along with 5 affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after reaching terms with lenders of a restructuring plan that would convert debt into equity. The Plan, which granted 100% of the equity to holders of RBL secured claims totaling $400 million, was confirmed Feb. 28, 2018, and Castex emerged from bankruptcy in March 2018. On Feb. 26, 2021, Castex Energy Partners, LLC, along with three affiliates, including Castex Offshore, Inc., returned to Chapter 11 bankruptcy. The lead case is In re Castex Energy 2005 Holdco, LLC (Bankr. S.D. Tex. Case No. 21-30710). Castex Energy Partners estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. David R. Jones oversees the present case. In the prior case, the Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings LLP, as special counsel; and Alvarez & Marsal North America, LLC, as restructuring advisor. In the recent case, the Debtors tapped OKIN ADAMS LLP as general bankruptcy counsel; and THE CLARO GROUP, LLC, as financial advisor. THOMPSON & KNIGHT LLP is the special counsel & conflicts counsel. DONLIN, RECANO & COMPANY, INC., is the claims agent. CCS ASSET: Case Summary & 6 Unsecured Creditors ----------------------------------------------- Debtor: CCS Asset Management, Inc. 111 Congress, 4th Floor Austin, TX 78701 Business Description: CCS Asset Management, Inc. operates in the land subdivision industry. Chapter 11 Petition Date: May 3, 2021 Court: United States Bankruptcy Court Western District of Texas Case No.: 21-10355 Judge: Hon. Tony M. Davis Debtor's Counsel: Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 7320 N. MoPac Expwy., Suite 400 Austin, TX 78731 Tel: (512) 476-9103 E-mail: ssather@bn-lawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Anthony Sheridan, vice-president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KBL4LOQ/CCS_Asset_Management_INc__txwbke-21-10355__0001.0.pdf?mcid=tGE4TAMA CDT DE SAN SEBASTIAN: Unsecured Creditors to Recover 1% in Plan --------------------------------------------------------------- CDT de San Sebastian Inc's Chapter 11 Plan proposes to pay creditors pursuant to a schedule of deferred cash payments, under a 5-year term, beginning on its effective date, with cash to be received from the continuing operation of its business and/or additional cash contributions from its shareholders and/or legal collection actions to recover past due receivables from medical insurance provider Triple S. The Plan classifies all Debtor claims in 6 classes, providing for 1 class of priority claims; 2 classes of secured claims; 2 classes of general unsecured claims; and 1 class of equity security holders. General unsecured creditors holding allowed claims will receive cash distributions which the proponent of this Plan has valued at 10% and 1% of the allowed amount of the claim or scheduled amount, depending on whether or not a claim was timely filed. Class 4 includes all general unsecured claims not covered in other classes, for which a proof of claim was timely filed, as allowed, approved and ordered paid by the Court. Class 4 claims are reported in the Court's Official Claim register in the sum of $225,329. Also included in Class 4 is Claim No 15, VIP Energy Consultants Corp, in the sum of $314,252, originally filed as secured but disallowed as to secured status by order of the Court entered on July 17, 2020. As such, Class 4 Claims thus total $539,581. Class 4 claims will be paid a dividend equal to 10% of the amount claimed ($53,958), in cash, in 48 equal monthly payments, beginning on the 13th month after the effective date of the Plan. Monthly payments to Class 4 claimants will total $1,124 in aggregate, and will be paid pro-rata. Class 4 claims may be paid under other terms if the holder of such Claim agrees with the Debtor to a different treatment after confirmation of the Plan. Upon confirmation, each Class 4 creditor will receive a non-negotiable, non-interest bearing note providing for payment of 10% of the allowed amount of such claim. Counsel for the Debtor: José R Cintrón Esq 605 Condado, Suite 602 Santurce, Puerto Rico 00907 Tel 787-725-4027 Cel 787-605-3342 Fax 787-725-1709 E-mail: jrcintron@prtc.net lawoffice602@gmail.com A copy of the Ch 11 Plan is available at https://bit.ly/2QIjptM from PacerMonitor.com. About CDT De San Sebastian CDT De San Sebastian Inc., a tax-exempt entity that operates an outpatient care center in San Sebastian, P.R., sought Chapter 11 protection (Bankr. D.P.R. Case No. 19-06636) on Nov. 13, 2019. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Brian K. Tester oversees the case. The Debtor has tapped Jose Ramon Cintron, Esq., as its legal counsel, and JE&MA CPA Consulting Solutions LLC, as its accountant. CONNECTIONS COMMUNITY: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------------- The U.S. Trustee for Region 3 on May 3 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Connections Community Support Programs Inc. The committee members are: 1. Christiana Care Health Services, Inc. Attn: Gay Lynn Rice 4000 Nexus Dr., Ave. N., Ste. NW3-100 Wilmington, DE 19803 Phone: 302-623-4402 E-mail: grice@christianacare.org. 2. Bayshore Ford Attn: Joe Tracy 4003 N. DuPont Hwy New Castle, DE 1720 Phone: 302-656-3160 (Ext. 1149) E-mail: jtracy@bayshoreford.com. 3. Drummond Plaza Associates LLC Attn: Bob Stella 2126 W. Newport Park, Suite 200 Wilmington, DE 19804 Phone: 302-633-9134 E-mail: bob@financialandconsulting.com. 4. First State Surgery Center, LLC Attn: David Blaeuer 4745 Ogletown Stanton Rd., Suite 225 Newark, DE 19713 Phone: 302-451-9601 Email: dblaeuer@fsortho.com. 5. Medline Industries Inc. Attn: Scott Smith Three Lakes Drive Northfield, IL 60093 Phone: 847-643-4232 Email: scsmith@medline.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 Connections Community Support Programs Connections Community Support Programs Inc. is a multifaceted not-for-profit 501(c)(3) health and human services organization operating and founded in Delaware with over 100 locations throughout Delaware and more than 1,100 employees. Since its founding in 1985, CCSP has grown from providing assistance to older adults with lifelong histories of psychiatric hospitalization to one of Delaware's largest nonprofit organizations that touches the lives of approximately 10,000 of Delaware's most vulnerable citizens and their families, dealing with behavioral health and substance use disorders, housing challenges, and developmental and intellectual disabilities. The organization leases 408 properties (including 389 leased facilities associated with housing and veterans' services) and owns 48 properties. Connections Community Support Programs filed for Chapter 11 protection (Bankr. D. Del. Case No. 21-10723) on April 19, 2021. The Debtor estimated assets and debt of $50 million to $100 million as of the bankruptcy filing. The Debtor tapped Chipman Brown Cicero & Cole, LLP, led by Mark L. Desgrosseilliers, Esq., as legal counsel and SSG Advisors, LLC as investment banker. Omni Agent Solutions is the claims and noticing agent. CRESTWOOD HOSPITALITY: Deal with Canyon on Cash Access OK'd ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona has entered an order approving the Stipulated Motion for Emergency Order Approving Interim Use of Cash Collateral and the Stipulated Motion for Immediate Consideration of Stipulated Motion for Emergency Order Approving Interim Use of Cash Collateral filed by Crestwood Hospitality LLC, dba Holiday Inn Express & Suites Tucson Mall, and Canyon Community Bank, a secured lender. The parties stipulate and agree that the Debtor is authorized to use cash collateral on the terms agreed to by the Bank and maintain loan proceeds in the existing Paycheck Protection Program account at the Bank. 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 consisted with the U.S. Small Business Administration's standards for Paycheck Protection Program. The material terms for the use of cash collateral and so as to provide adequate protection to the Bank, are: a. The proceeds of the PPP loan will continue to be segregated and maintained in the existing account at the Bank and the Debtor will seek Court approval for the continued maintenance of the funds in that account post-petition; b. The Debtor will provide the Bank an accounting of PPP funds expended to date, as well as a budget for future expenditures; c. As a necessary condition to the Bank's agreement to disburse funds, the Debtor will establish, to the Bank's commercially reasonable satisfaction, that the Debtor will qualify for satisfaction of its PPP loan from the SBA, pursuant to Section 1106 of the CARES Act. d. 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. e. The Debtor has agreed to promptly apply to the SBA for forgiveness under the Program, which, if approved will result in a release of liability for the Debtor under the loan and in the SBA remitting the amount of forgiveness to the Bank. A final hearing on the Stipulated Motion is scheduled for May 12, 2021, at 10:15 a.m. via videoconference. Objections are due May 10. A copy of the Order is available for free at https://bit.ly/3uhGGRS from PacerMonitor.cm. About Crestwood Hospitality LLC Crestwood Hospitality LLC, operates the Holiday Inn Express & Suites Tucson Mall, an "all suite" hotel built in 2004, pursuant to a license agreement with Holiday Hospitality Franchising, LLC. 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. CRESTWOOD HOSPITALITY: Seeks Access to ADOR et al. Cash Collateral ------------------------------------------------------------------ Crestwood Hospitality, LLC asked the U.S. Bankruptcy Court for the District of Arizona to authorize use of cash collateral to pay (a) ordinary and necessary operating expenses through and including June 30, pursuant to the budget and (b) real property taxes and sales taxes as they come due. The six-month budget projected $134,609 in total revenue and $124,849 in total expenses for May 2021. The Debtor disclosed that approximately $56,000 in real property taxes for the second half of 2020 is due on May 1, 2021. As of the Petition Date, the Debtor owed these entities: (i) Arizona Department of Revenue (ADOR) and City of Tucson for delinquent sales taxes The Debtor said it owed Arizona Department of Revenue (ADOR) for delinquent sales taxes on account of the failure of the company previously managing the Debtor's Hotel to file sales tax returns. In February 2019, the Debtor removed the management company and retained Ledgestone to manage the Hotel. Until March 2020, the Debtor had been paying an agreed amount at $22,500 monthly to ADOR with respect to the delinquent state sales taxes. The Debtor and ADOR agreed to reduce the monthly payments on the delinquent state sales taxes to $2,500 monthly and then to $7,500 per month at the onset of the COVID-19 pandemic. As of the Petition Date, the Debtor was current on its reduced payment agreement with ADOR. The Debtor has not made payments to the City of Tucson relating to the delinquent sales taxes. The City of Tucson recorded a tax lien on the Hotel relating to the unpaid city sales taxes. (ii) CIT Bank, N.A., as successor by merger to Mutual of Omaha Bank The Debtor fell behind in its payments to its primary secured creditor, CIT Bank, N.A., successor by merger to Mutual of Omaha Bank, when the Hotel's revenues declined in 2020. CIT asserts a blanket lien in all of the Debtor's assets, including the Hotel, accounts receivable, and equipment, securing a loan of approximately $6.3 million. On March 12, 2021, CIT delivered a Notice of Default and Reservation of Rights letter to the Debtor declaring that the Debtor is in default under the CIT Loan and demanding payment of all amounts due under the CIT Loan. On April 1, 2021, CIT filed a Verified Complaint against, among others, the Debtor, in Maricopa County Superior Court initiating Case No. CV2021-005316 asking the Court to appoint a receiver to take possession and control of the Hotel. (iii) Holiday Hospitality Franchising, LLC In 2020, the Debtor also fell behind in its obligations to Holiday Hospitality Franchising, LLC as franchisor but later entered into a forbearance agreement with the Franchisor and is now current on the related obligations. (iv) Small Business Administration (SBA) The Debtor obtained from SBA two Paycheck Protection Program (PPP) loans for approximately $127,000 and $178,590, and an Economic Injury Disaster Loan (EIDL) for approximately $500,000. The first PPP loan has already been forgiven and the Debtor is in the process of seeking forgiveness on the second PPP loan. The SBA asserts a lien on the Debtor's personal property with respect to the EIDL, and has filed a UCC-1 Financing Statement for said lien. The Debtor intends to repay the EIDL. (v) Maxim Commercial Capital, LLC Aside from the CIT Loan encumbering the Hotel, Maxim Commercial Capital, LLC also asserts a lien on the Hotel and the Debtor's personal property to secure an alleged equipment lease financing arrangement. Maxim has filed a UCC-1 financing statement with the Arizona Secretary of State and has recorded a Deed of Trust in the Pima County Recorder's Office with respect to the alleged obligation. The Debtor disputes the propriety of Maxim's liens. (vi) Brycon Corporation Brycon Corporation, a construction company that built a hotel owned by Legacy Hospitality, LLC asserts a lien in the Hotel relating to an alleged guaranty by the Debtor of Legacy's purported obligations to Brycon. Brycon asserts that the Debtor's guaranty of said obligations is secured by a Deed of Trust encumbering the Hotel. Brycon, however, has not filed a UCC-1 financing statement with respect to the Debtors. Legacy is an entity affiliated with the Debtor's principals. (vi) Various third parties The Debtors have incurred certain equipment loans to various third parties that are secured by purchase money security interests in the equipment purchased with said loan proceeds. The Debtor proposed to grant, as adequate protection to creditors asserting a lien in the revenues, replacement lien with the same validity, extent, and priority as their respective pre-petition liens in post-petition revenues to the extent of diminution in their respective interests. A copy of the motion and the budget is available for free at https://bit.ly/3eQxe1s from PacerMonitor.com Counsel for CIT Bank N.A.: Hannah R. Torres, Esq. W. Scott Jenkins, Jr., Esq. Michael Galen, Esq. QUARLES & BRADY L.L.P. Two North Central Avenue Phoenix, AZ 85004 Emails: hannah.torres@quarles.com scott.jenkins@quarles.com michael.galen@quarles.com Counsel for Maxim Commercial Capital LLC: John G. Sinodis, Esq. James L. Ugalde, Esq. JENNINGS HAUGH CUNNINGHAM 2800 N. Central Avenue, Suite 1800 Phoenix, AZ 85004 Email: JGS@jhc.law JLU@jhc.law Counsel for Brycon Corporation: Jason Ebe, Esq. Benjamin W. Reeves, Esq. SNELL & WILMER L.L.P. 400 E. Van Buren Street, Suite 1900 Phoenix, AZ 85004 Email: jebe@swlaw.com breeves@swlaw.com About Crestwood Hospitality LLC Crestwood Hospitality LLC, operates the Holiday Inn Express & Suites Tucson Mall, an "all suite" hotel built in 2004, pursuant to a license agreement with Holiday Hospitality Franchising, LLC. 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. CUSTOM DESIGN: Unsecured Creditors to Split $102K in Sale Plan -------------------------------------------------------------- Custom Design Group, LLC, filed with the U.S. Bankruptcy Court for the Western District of Northern Carolina its First Amended Plan of Reorganization dated April 30, 2021. The Plan contemplates that distributions to Creditors will be funded by revenues from the sale of all the Debtor's assets to Newco. On the Effective Date, the Debtor shall be authorized to sell all of its assets to Newco pursuant to the terms of an asset purchase agreement that will include, among other things, a release by the Debtor of all claims against Pedie King. Should the required payment not be received from Newco, the holder of the Equity Interests in the Debtor shall retain such interests in the Debtor. Pedie King is a member of the Debtor who is forming NewCo. Within 30 days of the Effective Date, (i) King shall cause CDW-Paw, LLC to refinance Loans 9641, 7005, and 7180 with Peoples Bank on terms mutually agreeable to Peoples Bank and King; or (ii) Peoples Bank will be paid $809,919 (principal and interest through April 30, 2021 on Loan 7180), plus a per diem of $114 for the number of days between April 30, 2021 and the closing of the refinance or takeout transaction in full satisfaction of Loans 9641, 7005, and 7180. Previously, Peoples Bank demanded immediate payment of the loans from the Debtor being a guarantor to the loans, which Paw contracted with Peoples Bank. Peoples Bank shall retain its liens with the priority, as it existed on the Petition Date until the Allowed Class 2 Claim is satisfied. Within 15 days after these payments, People's Bank will release all liens and guarantors and dismiss with prejudice and pending court actions related to Loan Nos. 7005, 9641 and 7180. The Debtor anticipates that all Allowed Administrative Claims, all Allowed Priority Tax Claims, and all Allowed Secured Tax Claims will be paid in full from the proceeds of the assets sale on the Effective Date unless agreed otherwise by the Debtor and the holder of an Allowed Administrative Claim. Thereafter, the remaining proceeds from the assets sale shall be distributed to holders of Allowed Claims in Class 4 in full satisfaction in pro rata shares. Through this Plan, the Debtor intends to transfer all of its assets to Newco, which NewCo shall accomplish by paying the Debtor $912,090 in the aggregate, on or within 30 days of the Effective Date of the Plan, to be distributed as follows: -- $809,919 to Peoples Bank in full satisfaction of Peoples Bank's claims and its interests in the property of the Estate, and -- the remaining $102,171 to the Estate to be distributed to Creditors according to the Plan. The Debtor will continue to operate in the ordinary course of business during the confirmation process and will cease operations on the Effective Date. Classes of Claims Under the Plan: * Class 1 Allowed Secured Tax Claims Each holder of an Allowed Secured Tax Claim shall be paid the Allowed Amount of its Class 1 Claim, at the option of the Reorganized Debtor in full, in cash, on the Effective Date or as soon as practicable thereafter, unless otherwise agreed upon by the holder of the Allowed Secured Claim and the Reorganized Debtor. Each holder of an Allowed Secured Tax claim shall retain its existing liens, which shall retain the same priority that existed on the Petition Date. * Class 2 Secured Claims of Peoples Bank Class 2 Claims shall be treated as secured obligations of the Debtor for $809,919 in aggregate principal amount. * Class 3: Allowed Claim of the SBA This Claim shall be treated as a general unsecured obligation of the Debtor for $150,000, less any payments made by the Debtor to SBA during the Chapter 11 Case. SBA's Class 3 Claim shall be treated as a Class 4 general unsecured claim for distribution purposes. SBA shall not retain any lien as it existed on the Petition Date. * Class 4: Allowed General Unsecured Claims Class 4 consists of the Allowed Unsecured Claims of all holders of General Unsecured Claims. After the payment of allowed administrative and priority unsecured claims, each holder of an Allowed Class 4 Claim will receive a Pro Rata Share of the remaining balance of the $102,171 designated in the purchase price for the payment of unsecured creditors. * Class 5: Equity Interests in the Debtor The Equity Interests in the Debtor shall be cancelled upon the closing of the sale of the Debtor's assets to Newco. Classes 1 to 5 are impaired, and the holders of Claims and Interests in those Classes can vote on the Plan. Each executory contract or unexpired lease of the Debtor that has not expired by its own terms before the Effective Date, been terminated prior to the Effective Date or previously been assumed by the Debtor pursuant to an order of the Bankruptcy Court, shall be assumed by the Debtor and assigned to Newco as of the Effective Date, except for any executor contract or unexpired lease that is listed on a "Schedule of Executory Contracts and Unexpired Leases to be Rejected" A copy of the Amended Plan is available for free at https://bit.ly/2SsRxdP from PacerMonitor.com. Counsel for the Debtor: James H. Henderson, Esq. The Henderson Law Firm, PLLC 2030 South Tryon St., STE 3H Charlotte, NC 28203 Telephone 704.333.3444 About Custom Design Group Custom Design Group, LLC, a Hickory, N.C.-based company that specializes in the design and production of customized apparel, uniforms, sporting equipment, and promotional products, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 20-50463) on Dec. 11, 2020. In the petition signed by CEO Richard L. Stober, the Debtor disclosed $717,349 in assets and $1,785,302 in liabilities. In March 2021, Mr. Stober sold all of his membership interest in the Debtor to the Debtor's other member, Pedie King. Pedie King is forming NewCo, which will purchase all of the Debtor's assets thereby providing a clean break and clear transition from an enterprise managed by Mr. Stober to the new enterprise. Judge Laura T. Beyer presides over the case. The Debtor is represented by The Henderson Law Firm, PLLC. DANIEL T. LEE: Unsecured Claims Will Not be Paid in Plan -------------------------------------------------------- Daniel T. Lee Dental Corporation submitted a Plan of Reorganization. The Plan Proponent's financial projections show that the Debtor will have projected disposable income for the period described in Sec. 1191(c)(2) of $356,552. The final Plan payment is expected to be paid on the 60th month following the Effective Date. However, payments will continue after Plan completion for 10 more years to Bank of the West. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0 cents on the dollar. The Plan will treat claims as follows: * Class 2(A) Secured claim of Bank of the West is impaired. The Bank's Valuation of $544,726 shall be reduced by $35,802 ($54,000 paid postpetition to Bank less diminution of cash in the amount of $18,198). The claim will be amortized over 20 years, all payable in 15 years. * Class 2(B) Secured claim of Leonard H. Smith, DDS is impaired. Dr. Smith's Valuation is $105,267. The claim will be amortized over 15 years, all payable after 5 years. * Class 3 Non-priority unsecured creditors are impaired. General unsecured claims shall be paid 0.00% of their allowed claims. The Plan will be funded by projected disposable income derived from Debtor's ongoing business operations. A copy of the Plan of Reorganization is available at https://bit.ly/3nOqgOB from PacerMonitor.com. About Daniel T. Lee Dental Daniel T. Lee Dental Corporation d/b/a Northern California Dental, based in San Jose, CA, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-51022) on July 8, 2020. In the petition signed by Daniel T. Lee, president, the Debtor disclosed $259,121 in assets and $1,640,036 in liabilities. The Hon. Elaine M. Hammond oversees the case. Stanley Zlotoff, Esq., serves as bankruptcy counsel to the Debtor. DESERT VALLEY: Atlas Says Plan Disclosures Misleading ----------------------------------------------------- Creditor Atlas Residential, LLC, objects to the approval of Desert Valley Steam Carpet Cleaning LLC's April 14, 2021 Third Amended Disclosure Statement because it contains misleading information and fails to provide adequate information required by 11 U.S.C. Sec. 1125. Although the Debtor cured several of the defects in its January 29, 2021 First Amended Disclosure Statement, the Third Amended DS still fails to meet the Code's criteria and should not be approved by the court, Atlas asserts. According to Atlas, first and foremost, the Third Amended DS fails to properly address the value of Debtor's assets and provides a misleading and faulty liquidation analysis in an effort to convince creditors to support, or at least not object to, the Plan. Additionally, the Third Amended DS (1) fails to adequately address what happens if the court determines Lots 2 and 4 are not owned by Debtor; (2) fails to adequately address Atlas's secured and unsecured claims; (3) improperly labels Atlas's impaired secured claim as "unimpaired"; and (4) fails to adequately explain the treatment of Lane & Nach's claim. Attorneys for Atlas Residential, LLC: Patrick R. Barrowclough (No. 010150) ATKINSON, HAMILL & BARROWCLOUGH, P.C. 3550 N. Central Avenue, Suite 1150 Phoenix, AZ 85012 Tel: (602) 222-4828 Fax: (602) 222-4820 E-mail: pbarrowclough@ahblawfirm.com Cynthia L. Johnson LAW OFFICE OF CYNTHIA L. JOHNSON 11640 E. Caron Street Scottsdale, AZ 85259 Tel: (480) 381-7929 Fax: (480) 614-9414 E-mail: cynthia@jsk-law.com About Desert Valley Steam Carpet Cleaning Desert Valley Steam Carpet Cleaning, LLC, was formed on or about Aug. 12, 2005, for the purpose of owning and operating a multi-family housing property located at 603 and 607 North D. Street, Eloy, Arizona. Desert Valley Steam Carpet Cleaning sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00570) on Jan. 16, 2020. Judge Brenda K. Martin oversees the case. Wright Law Offices, led by Benjamin Wright and Shawn A. McCabe, is serving as counsel to the Debtor. Wright replaced Patrick Keery of Keery McCue, PLLC, the original bankruptcy counsel of the Debtor. DURR MECHANICAL: To Seek Plan Confirmation on June 17 ----------------------------------------------------- Judge Lisa G. Beckerman has entered an order approving the Disclosure Statement of Durr Mechanical Construction, Inc. In order to be considered among the votes to be cast either in acceptance or in rejection of the Plan, all Ballots must be duly and completely signed, marked and received at or before 5:00 p.m. (Eastern Time) on June 7, 2021. The hearing to consider confirmation of the Plan, and any objections thereto, shall be held on June 17, 2021, at 10:00 a.m. at the United States Bankruptcy Court, Southern District of New York, One Bowling Green, New York, New York 10004-1408, Courtroom 601. Objections, if any, to confirmation of the Plan filed and served on or before June 10, 2021. Durr Mechanical Construction submitted a Third Amended Disclosure Statement explaining its Liquidating Plan. The Plan will treat claims as follows: * Class 1 Claims totaling $16.46 million: Construction Trust, Equitably Subrogated and/or Equivalent Claims. Class 1 Claims will be paid solely from proceeds received from the particular construction project of the Debtor on which claimants worked, as described above, which may include proceeds obtained via litigation (including the Affirmative Claims litigation). * Class 3 Priority (Non-Tax) Claims totaling $850,000: Each Holder of an Allowed Class 3 Claim, as has been agreed with each such creditor, shall receive payment, including applicable interest, on account of such Allowed Class 3 Claim, in accordance with the priorities under the Bankruptcy Code, after payment in full of Allowed Class 1 Claims, Allowed Class 2 Claims and Allowed Administrative Expenses Claims, except as otherwise agreed with the Holder of such Claims. Class 3 Claims are impaired. * Class 4 General Unsecured Claims totaling $133 Million: Each Holder of an Allowed Class 4 Claim shall receive payment on account of its Allowed General Unsecured Claim in the amount of its Pro Rata share of Available Funds, after payment in full of other claims. * Class 5 Interest. Class 5 Interests consist of the shares of the Debtor held by Kenneth A. Durr, Robert Durr, Jr., Frank Heidinger and Robert Durr, Sr . On the Effective Date, the Class 5 Interests shall be cancelled. Distribution to allowed Claimants under the plan will be funded from the available funds, which predominantly include and consists of the recoveries to be realized from the affirmative claims as prosecuted by the liquidating trust. Attorneys for the Debtor: Adam P. Wofse, Esq. Gary F. Herbst, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, New York 11793 Tel: (516) 826-6500 A copy of the Order is available at https://bit.ly/3nB1AZH from PacerMonitor.com. A copy of the Third Amended Disclosure Statement is available at https://bit.ly/3vznyii from PacerMonitor.com. About Durr Mechanical Durr Mechanical Construction, Inc. -- http://www.durrmech.com/-- is a mechanical contracting company headquartered in New York. It offers commercial HVAC, scheduling and cost control, BIM drafting, erecting and setting equipment, process piping, power piping, and emergency services. Durr Mechanical Construction filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code (Bankr. S.D.N.Y. Case No. 18-13968) on Dec. 7, 2018. In the petition signed by Kenneth A. Durr, president, the Debtor was estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities. LaMonica Herbst & Maniscalco, LLP, led by Michael Thomas Rozea, and Adam P. Wofse, serves as counsel to the Debtor. DYNAMIC SPORTS: Bankruptcy Court Confirms Plan ---------------------------------------------- Judge Klinette H. Kindred has entered an order confirming the Plan of Dynamic Sports Performance, LLC. The $20,139 claim of creditor Old Town #1, LLC, shall not be discharged until and unless such claim is paid in full, inclusive of interest, with an initial payment of $1,000 made to Old Town on or before May 5, 2021, and the balance of Old Town's claim payable in equal installments of $511.79 over 45 months on of before the 5th day of each calendar month thereafter. That the Subchapter V Trustee, Jolene Wee, shall be paid by the Debtor for her services subject to further court approval of her fees and expenses currently projected at approximately $6,500. About Dynamic Sports Performance Dynamic Sports Performance, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 20-12322) on Oct. 21, 2020, listing under $1 million in both assets and liabilities. Nathan Fisher, Esq. at Fisher-Sandler, LLC represents the Debtor. EDISON PLAZA: Seeks Access to Cash Collateral --------------------------------------------- Edison Plaza Diner, LLC asked the U.S. Bankruptcy Court for the District of New Jersey to authorize, on an interim basis, the use of cash generated from its business operations and other cash on hand to operate its business. The Debtor operates a restaurant called the Edison Family Restaurant in Edison, New Jersey, with assets valued at approximately $85,000, including cash on hand. As of the Petition Date, Edison Family Restaurant, Inc., and the U.S. Small Business Administration held a security interest in the business assets. The Debtor does not anticipate the value of the business assets to significantly change within the next few months and has no reason to believe that, although still not operating at full capacity due to COVID-19 restrictions, the business income will decrease in the foreseeable future so long as the Debtor is provided the continued use of cash generated from operations of the business. The Debtor believes that the profits from the Debtor's business will generate sufficient income to adequately protect the secured creditors and pay all necessary business and administrative expenses during the pendency of its Chapter 11 case. According to the Debtors, its budget shows a positive cash flow while providing for adequate protection payments to secured creditors, and payment to all ordinary business and administrative expenses, as they come due, during the pendency of the Debtor's case. The Debtor proposed to provide adequate protection to the secured creditors by (a) maintaining property and business insurance, (b) continuing to manage the business in a profitable manner; and (c) providing monthly adequate protection payments in the form of increased monthly rental payments to Edison Family Restaurant, Inc. A copy of the Motion is available for free at https://bit.ly/33lgkSU from PacerMonitor.com. About Edison Plaza Diner, LLC Edison Plaza Diner, LLC, operates the Edison Family Restaurant in Edison, New Jersey. Edison Plaza Diner filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 21-12085) on March 15, 2021. In the petition signed by Jonathan Son, member, the Debtor estimated assets between $100,000 and $500,000 and liabilities within the same range. David L. Stevens, Esq., of SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP represents the Debtor as counsel. Judge Vincent F. Papalia is assigned to the case. ELI & ALI: Wins Cash Collateral Access Thru May 13 -------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York has authorized Eli & Ali, LLC to, among other things, use the cash collateral of Capital One, National Association, on a consensual basis in accordance with the budget through May 13, 2021. The Debtor requires the use of cash collateral to continue to operate its business in the normal course, and preserve the value of the estate for all stakeholders. As of the Petition Date, the Debtor and its affiliates were indebted to CONA in the approximate amount of (a) $561,223.95, plus (b) interest accrued and accruing at the applicable annual contract rate under the Prepetition Financing Documents, plus (c) costs, expenses, fees and other charges and other amounts that would constitute Indebtedness under the Prepetition Financing Documents, including, without limitation, on account of cash management, credit card, depository, investment, hedging and other banking or financial services secured by the Prepetition Financing Documents. The Debtor has acknowledged and stipulated that its cash on hand and cash equivalents, excluding the proceeds of the Paycheck Protection Program loan funded by TD Bank on February 22, 2021 in a principal balance of $100,000 as of the Petition Date, constitute proceeds, products and profits of the Prepetition Collateral, and is cash collateral of the Prepetition Lender within the meaning of section 363(a) of the Bankruptcy Code. As adequate protection for the Debtor's use of cash collateral, the Prepetition Lender will be and is granted solely to the extent of any diminution in value of the Prepetition Collateral, valid, binding, continuing, enforceable, non-avoidable and fully-perfected, first-priority postpetition security interests in and liens on all of the Debtor's rights in tangible and intangible assets, including, without limitation, the Prepetition Collateral and all other prepetition and postpetition property of the Debtor's estate and all proceeds, rents, and profits thereof, whether existing on or as of the Petition Date or thereafter acquired, that is not subject to (A) valid, perfected, non-avoidable and enforceable liens in existence on or as of the Petition Date or (B) valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code. In consideration of the Debtor's continued use of Cash Collateral in accordance with the Budget and/or the Debtor's use, sale, depreciation, or disposition of the Prepetition Collateral, the Prepetition Lender will receive (i) a payment of $750 per month, with the first payment due on April 16, 2021 and commencing promptly after the entry of the Interim Order such that each additional monthly payment will be made no later the seventh day of each of subsequent month and (ii) all proceeds payable upon a sale or other disposition of Prepetition Collateral and/or Postpetition Collateral, net of funding required to make payments in accordance with the Budget and such payments will be applied by the Prepetition Lender as a permanent reduction of the Prepetition Debt in accordance with the Prepetition Financing Documents. The Prepetition Liens and Adequate Protection Liens are all subordinate to a Carve-Out for: (a) any quarterly or other fees payable to the U.S. Trustee pursuant to, inter alia, 28 U.S.C. section 1930(a) or interest, if any, pursuant to 31 U.S.C. section 3717; (b) professional fees of, and costs and expenses incurred during the Budget period by, professionals or professional firms retained by the Debtor and allowed by the Court in an amount not to exceed the actual Allowed Professional Fees accrued and incurred by each such Case Professional through the date of the Termination Event, but in no event exceeding $50,000 in total for the Chapter 11 Case; and (c) any cost and fees of a chapter 7 trustee, should one be appointed if these Chapter 11 Cases are converted in an amount not to exceed the amount of $20,000. These events will constitute a "Termination Event": (a) Entry of an order by the Bankruptcy Court converting or dismissing the Chapter 11 Case; (b) Entry of an order by the Bankruptcy Court appointing a chapter 11 trustee in the Chapter 11 Case; (c) The failure of the Debtor to perform or comply in any material respect with any term or provision of the Interim Order, including without limitation the Budget; provided that any failure to perform or comply with obligations will be deemed material; (d) Entry of an order that stays, reverses, vacates, amends, or rescinds any of the terms of the Interim Order, or order approving the Interim Order, without the consent of the Prepetition Lender; (e) Financing on a pari passu basis with the liens or claims of the Prepetition Lender; (f) Subject to and effective only upon entry of a Final Order, the filing of a motion that seeks to obtain first priority financing that does not pay the Prepetition Lender in full on account of the Prepetition Debt and any postpetition indebtedness, unless the Prepetition Lender otherwise consents to such financing; (g) The Court enters an order authorizing the sale of all or substantially all assets of the Debtor that does not provide for the payment in full to the Prepetition Lender of their claims in cash upon the closing of the sale, unless otherwise agreed by the Prepetition Lender in its sole and absolute discretion; (h) The Court enters the Final Order without (i) providing for any of the specific waivers with respect to "marshaling," "equities of the case," and "surcharge" under section 506(c) of the Bankruptcy Code, or (ii) granting the Prepetition Lender's Adequate Protection Liens; (i) The Debtor ceases operations without the prior written consent of the Prepetition Lender, except to the extent contemplated by the Budget; (j) The entry of an order or judgment by the Court or any other court: (i) modifying, limiting, subordinating, or avoiding the priority of the obligations of the Debtor under this Interim Order, the obligations of the Debtor under the Prepetition Financing Documents, or the perfection, priority, validity or enforceability of the Prepetition Liens or the Adequate Protection Liens, (ii) imposing, surcharging, or assessing against the Prepetition Lender's claims, or the Prepetition Collateral, any costs or expenses, whether pursuant to section 506(c) of the Bankruptcy Code or otherwise, except as expressly contemplated under Paragraph 17 of the Interim Order, or (iii) impairing the Prepetition Lender's right to credit bid under Section 363(k) of the Bankruptcy Code; (k) The occurrence of a material adverse change, including without limitation any such occurrence resulting from the entry of any order of the Court, or otherwise in each case as determined by the Prepetition Lender in its sole and absolute discretion in: (1) the condition (financial or otherwise), operations, assets, business or business prospects of the Debtor; (2) the Debtor's ability to repay the Prepetition Lender; and/or (3) the value of the Collateral; and (l) Any material and/or intentional misrepresentation by the Debtor in the financial reporting or certifications to be provided by the Debtor to the Prepetition Lender under the Prepetition Financing Documents and/or the Interim Order. A copy of the Order is available for free at https://bit.ly/3vGmtoV from PacerMonitor.com. About Eli & Ali, LLC Eli & Ali, LLC is a merchant wholesaler of farm product raw materials. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-40920) on April 7, 2021. In the petition signed by Jeffrey Ornstein, managing member, the Debtor disclosed $270,150 in assets and $1,427,375 in liabilities. Judge Jil Mazer-Marino oversees the case. Heath S. Berger, Esq. at BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP is the Debtor's counsel. ELLA JEAN WOODS: Unsecureds to Get Zero Recovery Under Plan ----------------------------------------------------------- Ella Jean Woods, D.D.S., P.A. filed with the U.S. Bankruptcy Court for the Middle District of North Carolina a First Amended Plan of Reorganization dated April 30, 2021. The Debtor filed for protection under Subchapter V of Chapter 11 of the Bankruptcy Code. The Plan proposes to pay creditors from the Debtor's cash flow. The Plan anticipates distribution in 120 monthly payments. The sum of approximately $104,278 will be distributed as follows: -- $4,059 to the secured claim of the Internal Revenue Service; -- the balance, or $100,219 to unsecured priority claims; Nothing will be paid to any other claims in this bankruptcy. The Claims under the Plan are: * Administrative Claims. The Plan provides for the payment of administrative claims in full. Each holder of an administrative expense claim allowed under Section 503 of the Code and approved by the Court shall be paid in cash and in full, including accruals to date of payment, at the closing of the Property or as otherwise agreed by the parties. The Debtor estimates that such claims total approximately $ $19,000, consisting of (i) Trustee's claim for $3,000 and (ii) unpaid fees of Debtor's Counsel estimated between $15,000 and $16,000. * Class 1 Priority Claims. These consist of priority claims aggregating $100,219 owed to: (i) North Carolina Department of Revenue (NCDOR) for $147, and (ii) the IRS for $100,072. The NCDOR will be paid in full on the effective date of the plan. The balance owed to the IRS will be paid in 60 equal payments of $1,798 with accrued interest at the statutory rate as of the time of confirmation on the unpaid balance. * Class 2 IRS Secured Claim. The Debtor estimates that the claim totals approximately $4,059, plus post-petition interest and other reasonable fees, costs, or charges provided for under the agreement between SEC and the Debtor. The IRS shall retain its lien with the priority that existed on the Petition Date until the secured portion of its claim is paid in full. Interest at the statutory rate as of the time of confirmation (currently 3%) will accrue on the unpaid balance. The claim will be paid in 60 equal payments of $72.93. The following classes will not recover anything under the Plan: * Class 3 Allowed Non-priority Unsecured Claims the Debtor estimates to be $447,795 in aggregate. * Class 4 Unsecured Insider Loan of $20,000 which the Debtor's principal Ella Jean Woods made to the Debtor. * Class 5 Equity Security. The Debtor's owner, however, will retain her current interests. If the Debtor's Plan is confirmed under Section 1191(a) of the Bankruptcy Code, on the Effective Date of the Plan, the Debtor will be discharged from any debt that arose before Plan confirmation to the extent specified in Section 1141(d)(1)(A) of the Code, except that for debts (i) imposed by the Plan; or (ii) to the extent provided in Section 1141(d)(6) of the Bankruptcy Code. If the Debtor's Plan is confirmed under Section 1191(b) of the Bankruptcy Code, confirmation of the Plan does not discharge any debt provided for in the Plan until the Court grants a discharge on completion of all payments due within the first three years of the Plan, or as otherwise provided in Section 1192 of the Code. A copy of the Amended Plan is available for free at https://bit.ly/3tib3Gi from PacerMonitor.com. About Ella Jean Woods Ella Jean Woods, D.D.S., P.A., which operates a comprehensive dental care clinic in Chapel Hill, NC under the trade name Community Smiles, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 21-80032) on Jan. 29, 2021. At the time of filing, the Debtor disclosed $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. James C. White, Esq., at J.C. White Law Group PLLC, serves as the Debtor's counsel. ELMS INVESTORS: Oct. 28 Deadline to File Plan Set ------------------------------------------------- Judge Joel D. Applebaum has entered an order establishing these deadlines and hearing dates for Elm Investors, LLC: -- For creditors who are required by law to file claims, the deadline is July 27, 2021, except that for governmental units the deadline to file claims is Oct. 25, 2021. -- The deadline for the Debtor to file a combined plan and disclosure statement is Oct. 28, 2021. -- The deadline to return ballots on the plan, as well as to file objections to final approval of the disclosure statement and objections to confirmation of the plan, is Dec. 3, 2021. The completed ballot form shall be returned by mail to Debtor's attorney: Elliot Crowder, Stevenson & Bullock, PLC, 26100 American Drive, Suite 500, Southfield, MI 48034. -- The hearing on objections to final approval of the disclosure statement and confirmation of the plan shall be held on Dec. 15, 2021, at 1:30 p.m. (ET), before the Honorable Joel D. Applebaum, in Courtroom at 226 West Second Street, Flint, Michigan 48502 (unless telephonic hearings are still required). -- The deadline for all professionals to file final fee applications is the later of Jan. 15, 2022, or 30 days after entry of an order confirming plan. -- The deadline to file a motion to extend the deadline to file a plan is Oct. 4, 2021. The Debtor shall begin to negotiate the terms of a plan of reorganization and a disclosure statement as soon as practicable. By the deadline established, the Debtor will file a plan of reorganization and a disclosure statement combined into one document. About Elms Investors Elms Investors, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-30506) on March 30, 2021. D. Mark Krueger, manager, signed the petition. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Joel D. Applebaum presides over the case. Stevenson & Bullock, P.L.C. represents the Debtor as legal counsel. EMBLEMHEALTH INC: A.M. Best Affirms C+ Financial Strength Rating ---------------------------------------------------------------- AM Best has removed from under review with negative implications and affirmed the Financial Strength Rating of C+ (Marginal) and the Long-Term Issuer Credit Ratings of "b-" of Health Insurance Plan of Greater New York (HIP), EmblemHealth Insurance Company, EmblemHealth Plan, Inc. (EHPI) and ConnectiCare, Inc. (ConnectiCare) (Farmington, CT). All companies are subsidiaries of EmblemHealth, Inc. and domiciled in New York, NY, unless otherwise specified. The outlook assigned to these Credit Ratings (ratings) is negative. The removal of the ratings from under review follows the completion of AM Best's assessment of the consolidated financials of the group through year-end 2020 and assessment of the capital restoration plan. The ratings reflect EmblemHealth Group's balance sheet strength, which AM Best assesses as very weak, as well as its marginal operating performance, neutral business profile and marginal enterprise risk management. The negative outlooks reflect continued pressures on the balance sheet strength assessment. EmblemHealth Group's balance sheet strength is underpinned by its reserve levels, which AM Best expects to remain at the very weak level. The lead operating company, HIP, has been under a capital restoration plan with the New York Department of Financial Services since 2016. That restoration plan calls for a meeting and complying with a reduced reserve requirement. AM Best notes that while HIP's capital and surplus exceeded the reduced reserve requirement at year-end 2020 and is expected to increase in 2021 due to earnings improvement and other initiatives being taken to improve HIP's capital position, the improvement in the capital has taken longer than AM Best's expectations. AM Best will continue to monitor the organization's strategy and results regarding improvement in earnings and the strengthening of capitalization. The rating affirmations reflect EmblemHealth Group's solid market share in its core market and profitable net income the past few years. The business profile assessment also recognizes the group's market position as one of the leading health insurers in its market. Through HIP and EHPI, the organization holds a solid market share in the Greater New York area, which includes the City of New York account. EmblemHealth Group has worked hard to more fully integrate its New York City health insurance operations with its affiliated multi-specialty physician group, AdvantageCare Physicians (ACP). ACP includes primary care physicians as well as specialists and operates through over 30 locations across the five boroughs of New York City. ACP provides high-quality, cost-efficient care, which benefits the members of HIP and EHPI while improving operating results. EmblemHealth Group has implemented several initiatives to improve operating performance, primarily driven by cost savings associated with the completion of its migration to a new operating platform, which has been outsourced. Furthermore, ConnectiCare and its subsidiaries have reported significant improvement in its financial results through 2020. While EmblemHealth has reported positive net income the past two years, the group has had a trend of underwriting losses driven by higher medical costs amid intensifying market competition. ENKOGS1 LLC: Wins Cash Collateral Access Thru July 8 ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida has authorized ENKOGS1, LLC to use cash collateral on an interim basis nunc pro tunc to July 8, 2021. The Debtor is authorized to use cash collateral solely to pay: (a) amounts expressly authorized by the Court; (b) the current and necessary itemized expenses set forth in the budget plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by the State Bank of Texas. The authorization will continue until July 8 at 10:15 a.m. Except as authorized in the order, the Debtor is prohibited from use of cash collateral. Per the Court's oral ruling at the hearing held on April 28, 2021, these are the amounts and types of cash collateral that existed on the Petition Date: a. $3,426.15 in Wells Fargo Bank, Checking Account ending in 9469; b. $7,536.50 in Regions Bank, Checking Account ending in 8787; and c. $7.52 in Regions Bank, Checking Account ending in 4077 As adequate protection for the Debtor's use of cash collateral, the Secured Creditor will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Debtor will timely file all monthly operating reports and will provide to the Secured Creditor on a bi-weekly basis a budgeted-to-actual comparison setting forth the Debtor's performance as compared to its budget in the preceding two weeks. The Debtor will maintain insurance coverage for its property, with the Secured Creditor named as a loss payee, in accordance with the obligations under the loan and security documents with the Secured Creditor, and will promptly provide the Secured Creditor with any notice received regarding any possible cancellation, reduction or termination of coverage. Commencing on March 1 and continuing on the 1st day of each month thereafter until further Court order, the Debtor will pay $1,000 per month to its attorney's trust account. These funds are intended as a payment against the administrative claim of the Subchapter V Trustee and will be held in trust by the Debtor's counsel until further order of the Court. A further hearing on the matter is scheduled for July 8 at 10:15 a.m. A copy of the order and the Debtor's monthly budgeted operating expenses is available for free at https://bit.ly/3vE9dRJ from PacerMonitor.com. The Debtor projects total monthly budgeted expenses of $87,164. About ENKOGS1, LLC ENKOGS1, LLC is a Texas limited liability company, formed on July 31, 2018, which owns and operates a 79-room hotel in Fulton (Rockport), Texas under the flag of Econo Lodge Inn & Suites. ENKOGS1 filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:21-bk-00276) on January 22, 2021. In the petition signed by Marco Kozlowski, managing member, the Debtor disclosed between $1 million to $10 million in both assets and liabilities. Judge Karen S. Jennemann oversees the case. The Debtor is represented by BARTOLONE LAW, PLLC as counsel. EVEREST REAL: Gets OK to Hire Doeren Mayhew as Accountant --------------------------------------------------------- Everest Real Estate Investments, LLP received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Doeren Mayhew CPAs and Advisors to prepare its income tax return. The services will be provided mainly by Juan Padilla, an accountant at Doeren Mayhew. The firm will charge a flat fee of $3,500 for the services. Mr. Padilla disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Juan Padilla Doeren Mayhew CPAs and Advisors One Riverway, Suite 1200 Houston, TX 77056 Phone: (713) 860-0275/(888) 870-9873 Email: padilla@doeren.com About Everest Real Estate Investments Everest Real Estate Investments, LLP is a health care services provider established in Humble, Texas specializing in general acute care hospital. It offers completely comprehensive medical care, treating both major and minor injuries. For more information, visit www.setexaser.com. Everest Real Estate Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34077) on Aug. 14, 2020. Thomas Vo, M.D., majority owner of Debtor's managing partner, signed the petition. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Gerger Law Firm PLLC and Doeren Mayhew CPAs and Advisors serve as the Debtor's legal counsel and accountant, respectively. FANNIE MAE: Reports $5 Billion Net Income for First Quarter ----------------------------------------------------------- Federal National Mortgage Association filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $4.99 billion on $23.56 billion of total interest income for the three months ended March 31, 2021, compared to net income of $461 million on $29.43 billion of total interest income for the three months ended March 31, 2020. As of March 31, 2021, the Company had $4.07 trillion in total assets, $4.04 trillion in total liabilities, and $30.23 billion in total stockholders' equity. "COVID-19 continues to present challenges and opportunities for homeowners and renters. We had another quarter of near-record mortgage volumes as many took advantage of low rates to refinance or purchase a home. In addition, more than two-thirds of the 1.3 million homeowners with Fannie Mae loans who entered forbearance have since exited, even as we continue to help others find solutions. I'm proud of our steady performance and continuing focus on helping homeowners and renters through uncertain times," said Hugh R. Frater, chief executive officer. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/310522/000031052221000192/fnm-20210331.htm About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. Fannie Mae helps make the 30-year fixed-rate mortgage and affordable rental housing possible for millions of Americans. The Company partners with lenders to create housing opportunities for families across the country. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency ("FHFA") acting as conservator, since Sept. 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since provided for the exercise of certain authorities by the Company's Board of Directors. The Company's directors do not have any fiduciary duties to any person or entity except to the conservator and, accordingly, are not obligated to consider the interests of the company, the holders of the Company's equity or debt securities, or the holders of Fannie Mae MBS unless specifically directed to do so by the conservator. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. FRESH ACQUISITIONS: Gets OK to Hire BMC Group as Claims Agent ------------------------------------------------------------- Fresh Acquisitions LLC and Buffets, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ BMC Group, Inc. as claims noticing and solicitation agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. BMC Group will be paid at these rates: Clerical & Document Custody $35 to $45 per hour Analysts/Case Support Associates $85 to $125 per hour Technology/Programming $45 to $85 per hour Consultants/Senior Consultants $85 to $125 per hour Project Manager/Director $150 per hour Executive No charge The firm will also be reimbursed for out-of-pocket expenses incurred. The retainer fee is $25,000. Tinamarie Feil, a partner at BMC Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tinamarie Feil BMC Group, Inc. 600 1st Ave. Seattle, WA 98104 Tel: (206) 499-2169 Email: tfeil@bmcgroup.com 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 GALLERIA OF ST. MATTHEWS: May 12 Status Hearing on Property Sale ---------------------------------------------------------------- Judge Charles R. Merrill of the U.S. Bankruptcy Court for the Western District of Kentucky will convene a telephonic status hearing on May 12, 2021, at 2:00 p.m. (ET) to consider Galleria of St. Matthews, LLC,'s sale of the real property and improvements commonly identified as 4101-4127 Oeschli Avenue, Louisville, Kentucky to Kaden Management Co. Inc. for $1.75 million. The Parties are to call in at 1-888-684-8852 and use the Access Code 6165472#. They are to use the prompt to bypass the security code and are directed to put their call on mute until their case is called. The Parties will file Agreed Order by May 7, 2021. The Status Hearing will be held to determine if further hearing is necessary regarding sale proceeds. The Notice of Electronic Filing is the official order for this entry. About Galleria of St. Matthews, LLC Galleria of St. Matthews, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of a fee simple title to a property located at 4101-4127 Oechsli Avenue Louisville, Kentucky valued at $1.75 million. Galleria of St. Matthews, LLC sought Chapter 11 protection (Bankr. W.D. Ky. Case No. 21-30360) on Feb. 19, 2021. The case is assigned to Judge Charles R. Merrill. The Debtor's total assets are at $1,817,376 and $4,024,374 in total debt. The Debtor tapped Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird LLP as counsel. The petition was signed by Enrique L. Pantoja, manager. GAMESTOP CORP: CMO Quits, Cites 'Diminished Responsibilities' ------------------------------------------------------------- GameStop Corp. and Chris R. Homeister, executive vice president and chief merchandising officer of the company, entered into a transition and separation agreement on April 28, 2021. The transition agreement provides for Mr. Homeister's resignation from employment with the company following a transition period ending June 2, 2021. Following such resignation and subject to his execution of, and the irrevocability of, a general release, Mr. Homeister will become entitled to the payments, rights and benefits associated with a "good reason" resignation under his employment agreement with the company. During his remaining period of employment, Mr. Homeister will continue to serve as the company's chief merchandising officer or, if the company requests, as a senior adviser, to enable an orderly transfer of his duties to his successor. Mr. Homeister previously notified the company of his intent to resign his employment with the company citing diminished responsibilities. About GameStop GameStop Corp., a Fortune 500 company headquartered in Grapevine, Texas, is a video game retailer, operating approximately 5,000 stores across 10 countries, and offering a selection of new and pre-owned video gaming consoles, accessories and video game titles, in both physical and digital formats. GameStop also offers fans a wide variety of POP! vinyl figures, collectibles, board games and more. GameStop reported a net loss of $215.3 million for fiscal year 2020, compared to a net loss of $470.9 million for fiscal year 2019, and a net loss of $673 million for fiscal year 2018. As of Jan. 30, 2021, the Company had $2.47 billion in total assets, $2.03 billion in total liabilities, and $436.7 million in total stockholders' equity. GDC TECHNICS: Wins Court Nod to Tap Into $500,000 Loan ------------------------------------------------------ Maria Chutchian of Reuters reports that Boeing Co subcontractor GDC Technics LLC has obtained court approval of a loan to keep operations afloat while it works to secure longer-term financing and devise a path out of bankruptcy. During a virtual hearing on Tuesday, May 4, 2021, U.S. Bankruptcy Judge Craig Gargotta of the U.S. Bankruptcy Court for the Western District of Texas signed off on the $500,000 loan, which is designed to hold the company over until the second week of May 2021, when it hopes to line up a larger financing deal with its lender. GDC, represented by Wick Phillips Gould & Martin, filed for Chapter 11 protection on April 26, 2021, with $25 million in funded debt after Boeing terminated its contracts with the company. GDC's business is focused on converting the interiors of standard airplanes into "flying palace(s)" to be used by heads of state, Jason Rudd of Wick Phillips said during Tuesday's, May 4, 2021, hearing. The company, which operates mostly out of San Antonio and Fort Worth, most recently completed work on an aircraft for the Indian prime minister, he said. The company, owned by Oriole Capital Group LLC, is also working on technology that will provide better internet connections for aircraft. GDC had contracts with Boeing to work on two Air Force One aircraft, which Boeing attorney Oliver Zeltner of Jones Day called "critically important" to both Boeing and the U.S. Air Force. Boeing has been designing presidential aircraft for several decades. Boeing sued GDC and terminated the contracts on April 7, 2021, accusing GDC of delays and other breaches of their contract. GDC contends that Boeing owes it $20 million for work it has already completed on the project, which Boeing disputes. The lawsuit is on hold while the bankruptcy proceeds. Zeltner said during Tuesday's hearing that Boeing is "going to be engaged in the case," and hopes it can reach a deal with GDC. Rudd said that although Boeing has, in recent years, accounted for more than half of the company's revenue, it is prepared to reorganize with a focus on other customers. However, it has not yet settled on a bankruptcy exit strategy and will continue working with its creditors on developing a plan, he added. The company is in ongoing talks with Mazav Management LLC, which is providing the $500,000 loan, as well as pre-bankruptcy lenders about longer-term financing options, which GDC hopes to have lined up by next week. The case is In re GDC Technics LLC, U.S. Bankruptcy Court, Western District of Texas, No. 21-50484. 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. Oliver Zeltner of Jones Day is representing Boeing. Gabe Morgan of Weil, Gotshal & Manges is representing the pre-bankruptcy lenders. GIGA-TRONICS INC: Completes $1.5 Million Private Placement ---------------------------------------------------------- Giga-tronics Incorporated announced a $1.5 million private placement and preliminary unaudited results for the fourth quarter of fiscal 2021 ended March 27, 2021. The Company has completed a private placement agreement for the sale of 461,538 prefunded warrants for $3.25 per warrant for gross proceeds of $1.5 million. Each pre-funded warrant represents the right to acquire one share of the Company's common stock for no additional consideration and may only be exercised to the extent that the holder, along with its affiliates, would not beneficially own more than 9.99% of the Company's outstanding common stock following its exercise. The Company plans to use the proceeds for general corporate purposes including working capital. The Company also announced preliminary unaudited results of operations for its fourth fiscal quarter ended March 27, 2021. Fourth quarter fiscal 2021 net sales are expected to be $2.7 million, an increase of 5% versus the same quarter of the prior fiscal year 2020. Microsource filter revenue is expected to increase 64% to $2.5 million compared to $1.5 million in the same quarter of fiscal 2020. Radar/EW test revenue is expected to decrease to $0.2 million for the fourth quarter fiscal 2021 compared to $1.0 million for the fourth quarter fiscal 2020, largely related to delays in expected orders due to the ongoing COVID-19 pandemic. The lower Radar/EW test sales combined with certain one-time non-recurring expenses are expected to result in a fiscal fourth quarter net loss of approximately $825,000 compared to a net loss of $667,000 in the fourth quarter of fiscal 2020. Net sales for fiscal year 2021 ended March 27, 2021 is expected to be $13.0 million, an 11% increase over fiscal year 2020. Net loss for fiscal year 2021 is projected to be approximately $380,000 and EBITDA is expected to be about $345,000. The negative impacts of lower than expected Radar/ EW sales in fiscal year 2021 were partially offset by the PPP loan forgiveness of $786,200. John Regazzi, president and chief executive officer, commented, "While our fourth quarter revenue saw a slight increase over the fourth quarter last year, Radar/EW test revenue came in well below our expectations. The ongoing closure of military bases to outside personnel has caused delay in the receipt of certain anticipated orders. Overall, fiscal year 2021 saw an 11% increase in revenue to $13.0 million during a very challenging year due to the impacts of COVID-19. With the pandemic diminishing, and improved economic outlook going forward we anticipate continuing our overall revenue growth and significantly improving our operating performance in fiscal year 2022." About Giga-tronics Inc. Headquartered in Dublin, California, Giga-tronics is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- produces RADAR filters and Microwave Integrated Components for use in military defense applications as well as sophisticated RADAR and Electronic Warfare (RADAR/EW) test products primarily used in electronic warfare test & emulation applications. Giga-Tronics Inc. reported a net loss attributable to common shareholders of $2.03 million for the year ended March 28, 2020, compared to a net loss attributable to common shareholders of $1.04 million for the year ended March 30, 2019. As of Dec. 26, 2020, the Company had $8.67 million in total assets, $3.74 million in total liabilities, and $4.93 million in total shareholders' equity. GIRARDI & KEESE: Girardi's Wife Targeted by Critics, Lawyers ------------------------------------------------------------ Law360 reports that beneath a black-and-white Instagram filter, "Real Housewives of Beverly Hills" star Erika Jayne strikes another sultry pose, clad in lingerie and a sparkling necklace for her 2.2 million followers. They love her for it. "THIS IS IT," one fan cheers. Many more post flame emojis. But lately, outrage has tainted the river of praise that flows through Jayne's online boudoirscape. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: 213.626.2311 Facsimile: 213.629.4520 E-mail: emiller@sulmeyerlaw.com GLOBAL FOODS: Gets OK to Expand Scope of Wright Lindsey's Services ------------------------------------------------------------------ Global Foods Group, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to expand the scope of services of its legal counsel, Wright, Lindsey & Jennings, LLP. The new services include the prosecution of the Debtor's pre-bankruptcy claim against Bags, Inc. for breach of contract and defective product. Charles Coleman, Esq., and Jacob Fair, Esq., the primary attorneys who will be representing the Debtor, will charge $360 per hour and $250 per hour, respectively. The hourly rates for other attorneys will be less than $360. Meanwhile, the firm will charge $120 per hour for paralegal services. As disclosed in court filings, Wright, Lindsey & Jennings does not represent any interest adverse to the Debtor and its estate. The firm can be reached through: Charles T. Coleman, Esq. Jacob P. Fair, Esq. Wright, Lindsey & Jennings, LLP. 200 West Capitol Avenue, Suite 2300 Little Rock, AR 72201-3699 Phone: (501) 371-0808 Fax: (501) 376-9442 Email: ccoleman@wlj.com jfair@wlj.com About Global Foods Group Global Foods Group, Inc. is the fee simple owner of a property located at 245 Quality Drive, Clinton, Ark., valued at $2.9 million. Global Foods Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 21-10758) on March 20, 2021. Robble Brown, president, signed the petition. At the time of the filing, the Debtor disclosed $7,103,607 in total assets and $6,964,186 in total liabilities. Judge Ben T. Barry oversees the case. The Debtor tapped Wright, Lindsey & Jennings, LLP and Timothy A. Bunch CPA, P.A. as its legal counsel and accountant, respectively. GNIRBES INC: Granada Says Disclosures Inconsistent With Settlements ------------------------------------------------------------------- Secured creditor Granada Capital, LLC, filed a limited objection to the First Amended Disclosure Statement, filed contemporaneously with the First Amended Plan of Reorganization for Gnirbes, Inc., filed by debtor Gnirbes, Inc. Granada asserts that the Disclosure Statement and Plan are not consistent with settlement agreements that have been achieved during this case. Notably, the Disclosure Statement and Plan: (a) do not accurately describe Debtor's obligation to account for and turnover the net rents payable to Granada from Sept. 1, 2020; and (b) do not accurately describe the mechanics through which Granada is taking title to the property -- subject to a restated note and secured by the original mortgage -- or the releases related to the transaction. According to Granada, the Debtor's Disclosure Statement and Plan must be amended such that they are consistent with the court-approved settlement agreements. Counsel for Granada Capital, LLC: Brett Lieberman, Esq. EDELBOIM LIEBERMAN REVAH OSHINSKY PLLC 20200 West Dixie Highway, Ste 905 Miami, FL 33180 T: 305-768-9909 F: 305-928-1114 Email: brett@elrolaw.com About Gnirbes Inc. Gnirbes Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-13992) on March 26, 2020. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Mindy A. Mora oversees the Debtor's case. The Debtor is represented by Kelley, Fulton & Kaplan, P.L. H&R PROPERTY: Samuel Sweet Appointed as Ch. 11 Trustee ------------------------------------------------------ The Honorable Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan appointed Samuel Sweet, Esq., as Chapter 11 Trustee for H&R Properties, LLC. Judge Tucker entered the order following a request filed by the Debtor and U.S. Trustee for Regions 3 and 9, Andrew R. Vara, to appoint a Chapter 11 Trustee in the Debtor's case. About H&R Property H & R Property, LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 20-52081) on Dec. 4, 2020. Hassan Ouza, member of H & R Property, signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Thomas J. Tucker presides over the case. The Debtor is represented by Raymond N. Mashni, PLC. HEARTWISE INC: Vitamins Online Says Plan Disclosures Inadequate --------------------------------------------------------------- Judgment Creditor Vitamins Online, Inc., filed an objection to debtor Heartwise, Inc.'s Disclosure Statement: * The Plan does not have an actual, discernable, enforceable effective date; Effective Date language is so vague and ambiguous as to constitute NO effective date, which makes Plan illusory. This "effective date" language is so vague and ambiguous that no actual, enforceable, effective date is provided for in the Plan. The result is that the Plan provisions regarding paying claims are ILLUSORY, because Plan provides that payments will be made on the Effective Date (or if there is an Objection, not until the claim is allowed). But with No Effective Date, payments would never have to be made under Plan to Vitamins, or to anyone else, because Plan provides for payments to be made on the effective date, and there never would be an enforceable Effective Date. * The Plan is in Error in Claiming Class 1 (General Unsecured Claims) is NOT Impaired; It is Impaired and There is no impaired class of claims to accept the Plan, except for Class 1 (general unsecured claims); Vitamins will control voting in Class 1, and will vote to REJECT this defective Plan, which will make the Plan nonconfirmable. The Debtor's 3/20/21 Plan alters Vitamins rights, for multiple reasons. The case law holds that even if a Plan will pay a class of claims 100% on the effective date of the Plan, that class of claims is still impaired, unless the Plan additionally pays interest at correct interest rate, for the delay in payment. Vitamins Will Vote to REJECT this Plan, and Any Future Plan, unless Plan has the Following Provisions: * The Plan is amended so that the Plan will actually pay Vitamins 14.5 million on an actual, enforceable effective date (not a fatally vague, will never happen, Effective Date), and not a Plan where debtor gets a discharge on the date the Plan confirmation order is entered, before a penny is paid, etc). * The Plan is amended to state that Vitamins' Judgment Proof of Claim ("POC") is deemed allowed at 14.5 million dollars. According to Vitamins, the Plan's "existing equity will NOT make a new value contribution if an examiner or trustee is appointed" provision of the Plan is bad faith, contrary to 11 U.S.C. Sec. 1104. Vitamins says it's proposing a Creditor Plan -- complying with the Bankruptcy Code, Rules and case law–will be much more likely to produce a confirmable Plan, than trying to get debtor to fix the myriad defects in debtor's present Plan. The Vitamins Plan would provide for suing to get back the fraudulent transfers of 3.5 million (made to Pharma), $700,000 (made to Alpha), 1.1 million (transferred to Nguyen's unrelated company, Qualinutra, Inc.), and would provide for analyzing and suing, if appropriate, to recover additional fraudulent and preferential transfers. Attorneys for Objecting Judgment Creditor Vitamins Online, Inc.: Kathleen P. March THE BANKRUPTCY LAW FIRM, PC 10524 W. Pico Boulevard, Suite 212 Los Angeles, CA 90064 Tel: (310) 559-9224 Fax: (310) 559-9133 E-mail: kmarch@BKYLAWFIRM.com About Heartwise Inc. Heartwise Incorporation -- https://www.naturewise.com/ -- is a retail store that sells wellness and health-related supplements. Heartwise filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-13335) on Dec. 4, 2020. Tuong V. Nguyen, chief executive officer, signed the petition. In its petition, the Debtor disclosed $7,653,717 in assets and $12,030,563 in liabilities. Judge Mark S. Wallace oversees the case. The Law Offices of Michael Jay Berger and Trojan Law Offices serve as the Debtor's bankruptcy counsel and special counsel, respectively. HERTZ CORP: Auction of Alternative Plan Proposal Set for May 10 --------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware granted the request of The Hertz Corp. and its affiliates to enter an order that (i) establishes bidding and auction procedures relating to the submissions of alternative plan proposals, (ii) sets a hearing for the approval of the successful bidder and authorization of supplemental solicitation materials. The Debtors are authorized to conduct an auction, if necessary, as set forth in the Bidding Procedures. Without limiting the generality of the foregoing, the Auction, if any, will take place on or before May 10, 2021, at 10:30 a.m. (ET) in a virtual room hosted by the Debtors' counsel if (a) the Debtors receive an Alternative Qualified Proposal and determine, in the exercise of their business judgment, that such bid is a Superior Transaction and (b) the Plan Sponsors provide notice of their intent to submit a counteroffer. The Debtors will notify the Alternative Sponsor Group and the Plan Sponsors and their counsel of the time and place of the Auction. The Debtors are authorized, subject to the terms of the Order and the Bidding Procedures, to take actions necessary, in the reasonable discretion of the Debtors, to conduct and implement the Auction. Except as otherwise determined by the Debtors, only (i) the Debtors, (ii) the United States Trustee, (iii) the Plan Sponsors, (iv) the Alternative Sponsor Group, and (v) the Committee, in each case, along with their representatives and counsel, will attend the Auction (such attendance to be virtual). Febtor Hertz Global Holdings, Inc. ("Hertz") may, as it reasonably determines in its discretion in the best interest of the estates: (i) determine whether the Alternative Bid is an Alternative Qualified Proposal; (ii) determine which bid at the Auction is the highest or best proposal; (iii) reject any bid that is (a) inadequate or insufficient, (b) not in conformity with the requirements of the Bidding Procedures or the requirements of the Bankruptcy Code or (c) contrary to the best interests of the Debtors and their estates; (iv) waive terms and conditions set forth herein with respect to all potential bidders; (v) impose additional terms and conditions at the Auction with respect to all potential bidders; (vi) extend the deadlines set forth in the Order or in the Bid Procedures; (vii) continue or cancel the Auction by filing a notice or in open court without further notice; and (viii) modify the Bidding Procedures and implement additional procedural rules that Hertz determines, in its business judgment, will better promote the goals of the bidding process and discharge its fiduciary duties and are not inconsistent with any order of the Court. As soon as possible after the conclusion of the Auction the Debtors will file a notice identifying any Successful Bidder, containing a copy of the Successful Proposal and providing notice of the time and date of the Post-Auction Hearing and Post-Auction Objection Deadline. The hearing to approve, as applicable, the selection of the Successful Bidder, the Debtors' exercise of its business judgment in determining that an Alternative Bid did not constitute an Alternative Qualified Proposal or that an Alternative Qualified Proposal did not constitute a Superior Transaction, and supplemental solicitation materials will be held on May 14, 2021, at 10:30 a.m. (ET). The Post-Auction Objection Deadline is May 12, 2021, at 4:00 p.m. (ET). Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7052, 9014 or otherwise, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures is available at https://tinyurl.com/bfjv7w89 from PacerMonitor.com free of charge. About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A. as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. HERTZ CORP: Sets Procedures for Submissions of Other Plan Proposals ------------------------------------------------------------------- The Hertz Corp. and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to enter an order (i) establishing bidding and auction procedures relating to the submissions of alternative plan proposals, and (ii) setting a hearing for the approval of the successful bidder and authorization of supplemental solicitation materials. Since the filing of their initial chapter 11 plan, the Debtors and their professionals have worked tirelessly to develop, build consensus around, and enhance a plan of reorganization that maximizes value for the Debtors' estates, while ensuring an expeditious resolution of these Chapter 11 Cases. On April 21, 2021, the Debtors received the approval of the Court to commence solicitation of their Fourth Modified Second Amended Joint Chapter 11 Plan of Reorganization of the Hertz Corporation and its Debtor Affiliates that is supported by the Official Committee of Unsecured Creditors and incorporates a fully committed investment of $2.57 billion of equity capital to be provided by Centerbridge Partners, L.P., Warburg Pincus LLC, Dundon Capital Partners, LLC, and an ad hoc group of holders of more than 85% of the Debtors' Unsecured Funded Debt. The Plan, sponsored by the Plan Sponsors, will (1) pay all senior claims in full, (2) is estimated to provide a 100% return to general unsecured creditors, (3) provides the Debtors' unsecured funded debtholders with common equity in the Reorganized Debtors and Subscription Rights to purchase additional common equity, and (4) provides warrants to the Debtors current equity holders with an estimated value of between $83 million and $107 million. Under the Plan, the Debtors would emerge from Chapter 11 with a significantly delivered balance sheet, including no corporate debt on their European businesses, $1.3 billion of corporate term loan debt, and a new ABS facility to fund the purchase of new vehicles for use in their U.S. rental car business. Due to the fact that the Debtors have the Court’s permission to solicit votes on the Plan Sponsors' Plan and the Committee's support, the Debtors have signed commitment letters in hand from lenders willing to provide each of the foregoing on favorable terms. Further, the Debtors would emerge with sufficient liquidity, including a $1.5 billion revolving loan with a letter of credit sublimit, to operate their business moving forward. The Plan is the result of a competitive process that began in November of 2020 and ultimately resulted in competing proposals by two groups of potential plan sponsors -- the current Plan Sponsors and a group consisting of Certares Opportunities LLC, Knighthead Capital Management, LLC, and certain of each of their affiliates ("Alternative Sponsor Group"). The Alternative Sponsor Group was the initial proposed plan sponsor under a filed plan of reorganization dated March 1, 2021. After the initial plan was filed, the Plan Sponsors made an enhanced proposal, resulting in the filing of the First Amended Plan on March 29, 2021, that did not provide for a designated plan sponsor group so that the negotiations with both groups could continue. On April 3, 2021, after fully negotiating a plan support agreement and equity purchase agreement, the Debtors determined that the proposal submitted by the Plan Sponsors was the superior offer and filed the Second Amended Plan. On April 15, 2021, the eve of the disclosure statement hearing, the Alternative Sponsor Group submitted a further proposal. On April 16, 2021, the Court continued the disclosure statement hearing to April 21, 2021 to allow the Debtors to consider the Alternative Sponsor Group's new proposal. Thereafter, the Alternative Sponsor Group submitted a further revised proposal. The Debtors' board of directors reviewed the new proposal and determined it constituted a bona fide expression of interest from the Alternative Sponsor Group that the Board reasonably believed could become a “Superior Transaction” as defined under the Equity Purchase and Commitment Agreement dated as of April 3, 2021 ("EPCA") and the Plan Support Agreement by and between the Debtors and the Plan Sponsors. The Board also concluded that the proposal submitted by the Alternative Sponsor Group was not a Superior Transaction. Among other things, the proposal was not fully documented and did not have any committed exit financing. On April 21, the Debtors sought approval of a disclosure statement in respect of their current Plan (with certain enhancements reflected therein) notwithstanding the proposal made by the Alternative Sponsor Group. As explained at the hearing, the Debtors did so because the Debtors had a fully committed and superior proposal from the Plan Sponsors, timing was of the essence and the Debtors simply could not wait for the Alternative Sponsor Group to further develop its proposal. Indeed, it is absolutely critical for the Debtors to proceed to confirmation on the Court-approved timeline for a number of reasons. Among other things, the Debtors' European business needed an immediate infusion of capital that the Plan Sponsors had fully documented and were prepared to provide immediately upon the approval of the disclosure statement in respect of the Plan. The Alternative Sponsor Group could not deliver such financing in the time required by the Debtors. Further, the Debtors believe it is essential to capitalize on the “hot” equity markets, that could turn "cold" if they do not quickly proceed to confirmation. Finally, the Debtors strongly believe that they must emerge from chapter 11 during the busy summer season or they will be at a significant competitive disadvantage. Indeed, delays in emergence could negatively impact the Debtors’ bookings, harm the Debtors’ customer and vendor relationships, and interfere with the Company's ability to acquire necessary fleet vehicles for 2022. Accordingly the Debtors believe it is imperative that they emerge from chapter 11 by the end of June. All parties agree that keeping to the Debtors' timeline, including an exit from the bankruptcy process by the end of June, is crucial to a successful reorganization and bringing the most value to all stakeholders. On April 21, 2021, the Court approved the disclosure statement in respect of the Plan and approved solicitation of votes with respect thereto. The Debtors are committed to engaging with the Alternative Sponsor Group as permitted by the EPCA, however, they are concerned that proceeding without a structured process and definitive timeline, puts the Debtors' confirmation schedule and emergence from Chapter 11 at risk. Indeed, without Court-mandated deadlines, the process could drag on indefinitely resulting in material injury to the Debtors and their stakeholders. As a result, the Debtors ask that the Court establishes procedures that will: (1) provide the Alternative Sponsor Group with a full and fair opportunity to present their best proposal, (2) if necessary, subsequently provide the Plan Sponsors with an opportunity to counter such proposal at the Auction, while (3) also assuring that the Debtors will meet their goal of emerging before the end of June. To this end, the Debtors propose the following Bid Procedures: a. The Alternative Sponsor Group had until May 2, 2021, at 5:00 p.m. (ET) to submit an Alternative Qualified Proposal to the Debtors. For a proposal to be an Alternative Qualified Proposal, it must include (i) marked-up versions of the EPCA, (ii) executed copies of the Modified EPCA and Modified PSA, which would be effective upon the Debtors' counter-signature, (iii) executed commitment letters for both corporate and ABS debt on terms that, in the Debtors' business judgment, do not materially increase the conditionality of closing or funding and do not materially adversely affect the Debtors liquidity, credit rating, default risk or cost of credit when compared with those on file with respect to the current Exit Financing and ABS Facilities, and (iv) a sources and uses chart demonstrating that the proposal is adequately funded to be consummated; b. The Debtors, in their business judgment, were to determine within two days of receiving the Alternative Qualified Proposal (May 4, 2021, if the Alternative Proposal was received on May 2, 2021) if the Alternative Qualified Proposal constitutes a Superior Transaction pursuant to the EPCA, and communicate its conclusion to the parties; c. If the Alternative Qualified Proposal does not constitute a Superior Transaction, the bidding process will be concluded. If the Alternative Qualified Proposal constitutes a Superior Proposal, the Plan Sponsors would have three days (May 7, 2021, if the Debtors determine that the Alternative Qualified Proposal is a Superior Transaction on May 4, 2021) to determine if they intend to counter; d. If the Plan Sponsors indicate that they will not counter, the Debtors will "pivot" to the Alternative Qualified Proposal and the bidding process will be concluded. If the Plan Sponsors indicate that they will counter, the Debtors will hold an auction on May 10, 2021, at 10:30 a.m. (ET) to determine, in their reasonable business judgment, the successful bidder at the auction. The Auction, if any, will take place in a virtual room hosted by the Debtors' counsel, or such other place and time as the Debtors will notify the Alternative Sponsor Group and the Plan Sponsors; and e. The Court will hold a hearing on May 14, 2021, or as soon as the Court may hear the matter thereafter to consider the approval, as applicable, of (i) the Successful Bidder, (ii) the Debtors' exercise of their business judgment in determining that an Alternative Bid did not constitute an Alternative Qualified Proposal or that an Alternative Qualified Proposal did not constitute a Superior Transaction, and (iii) the supplemental solicitation materials. Other salient terms of the Bidding Procedures are: a. May 11, 2021, at 5:00 p.m. (ET) - The Debtors' deadline to file any proposed supplemental solicitation materials regarding a modified Plan b. May 12, 2021, at 5:00 p.m. (ET) - Deadline for objections to be filed to the entry of any order approving the Successful Bidder or the supplemental solicitation materials The Bid Procedures will allow the Alternative Sponsor Group a full and fair opportunity to develop its proposal into a Superior Transaction, the Plan Sponsors to offer a response, and the Debtors to consider any and all proposals, in an organized manner that will not jeopardize the Debtors' confirmation schedule. The Debtors, therefore, request that the Court approves the relief sought. A copy of the Bidding Procedures is available at https://tinyurl.com/b799u224 from PacerMonitor.com free of charge. About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A. as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. The Debtors also retained the services of Boston Consulting Group to assist the Debtors in the development of their business plan. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a Committee to represent unsecured creditors in Debtors' Chapter 11 cases. The Committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC as financial advisor. Ernst & Young LLP provides audit and tax services to the Committee. HERTZ GLOBAL: Picks Knighthead as New Front-Runners to Back Exit ---------------------------------------------------------------- Hertz Global Holdings, Inc. (OTCPK:HTZGQ) on May 5, 2021, announced that it has considered the revised proposal made by affiliates of Knighthead Capital Management LLC, Certares Opportunities LLC and Apollo Capital Management, LP, to provide equity capital required to fund Hertz's exit from Chapter 11. Hertz has determined that the revised proposal constitutes a superior proposal as contemplated by its agreement with its existing plan sponsors, affiliates of Centerbridge Capital Partners, L.P., Warburg Pincus LLC and Dundon Capital Partners, LLC (the "Current Plan Sponsors"), which agreement remains in effect. According to its statement, Hertz will comply with the procedures established by the Bankruptcy Court's April 28, 2021 Order (I) Establishing Bidding and Auction Procedures Relating to the Submission of Alternative Plan Proposals, (II) Setting a Hearing for Approval of (A) The Successful Bidder and (B) Authorization of Supplemental Solicitation Materials and (III) Granting Related Relief governing Hertz's evaluation of the alternatives. If the Current Plan Sponsors inform Hertz by May 7, 2021 that the Current Plan Sponsors intend to make a counteroffer to the proposal by the KHC Group, then the Company will proceed to an auction on May 10, 2021 in accordance with the process established by the Bankruptcy Court. Hertz confirmed on May 4, 2021, that it has received a revised proposal from the Knighthead group to provide equity capital required to fund Hertz's exit from Chapter 11. The revised proposal contemplates funding Hertz's Plan of Reorganization through direct common stock investments aggregating $2.9 billion, direct preferred stock investments aggregating $1.5 billion and a rights offering to raise $1.36 billion. The revised proposal includes an amended Plan of Reorganization that contemplates payment in full of all secured and unsecured funded debt and provides holders of common stock with $0.50 per share in cash and either 10-year warrants for an aggregate of 10% of the reorganized company or, for eligible stockholders, the possibility of subscribing for shares of common stock in the rights offering. The revised proposal is subject to a number of conditions including approval by the Bankruptcy Court. * * * Bloomberg News reports that Hertz's decision to accept the beefed-up Knighthead offer further escalates the brawl to own the car renter out of bankruptcy as travel rebounds and means Hertz's current reorganization sponsor, a group led by Centerbridge Partners, would need to counter with an updated plan of its own to stay in the running for the car rental company. Knighthead and Certares have been dueling with Centerbridge, Warburg Pincus and Dundon Capital Partners over ownership of Hertz, with both investor groups submitting multiple rounds of proposals to buy the company. Hertz initially chose the Centerbridge plan, and U.S. Bankruptcy Judge Mary Walrath last month approved a so-called breakup fee for that group if it was later outbid. Any exit plan Hertz picks is subject to approval by Judge Walrath in bankruptcy court. Bloomberg News notes that Hertz has been rushing to exit bankruptcy by summer to take advantage of a hot stock market and to capture an expected increase in vacation rentals. The industry is raising prices as post-vaccination business and leisure travel surges and household-name rental companies don't have enough cars for customers to drive off the lot. About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HOMES BY KC: Seeks May 11 Hearing on $360K Sale of Atlanta Property ------------------------------------------------------------------- Homes by KC, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia for an expedited hearing on proposed sale of the real property located at 1373 Benteen Way SE, in Atlanta, Georgia, to Kristofer D. Hutchinson for $360,000. The Debtor owns the Property. On April 27, 2021, the Debtor filed an Emergency Motion to Sell Real Property. In the Motion to Sell, the Debtor submits that it has a Purchase Agreement to sell the Property for $360,000. It submits that the proposed purchase price amounts to fair market value for the Property and that selling the Property pursuant to the Purchase Agreement is in the best interests of the estate and its creditors. Indeed, the Debtor believes the sale proceeds will be sufficient to pay all secured and unsecured creditors in full. The closing is scheduled for May 25, 2021. Accordingly, the Debtor asks that an expedited hearing on the Motion to Sell be set on the Court's May 11, 2021 calendar, or as soon as reasonably possible before May 25, 2021. About Homes By KC Homes By KC, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-63784) on March 2, 2020. At the time of the filing, the Debtor had between $100,001 and $500,000 in both assets and liabilities. Judge James R. Sacca oversees the case. Rountree, Leitman & Klein, LLC is the Debtor's legal counsel. IMPRESA HOLDINGS: Court Confirms Liquidating Plan ------------------------------------------------- Judge Brendan L. Shannon has entered and order approving and confirming the Combined Disclosure Statement and Plan of Impresa Holdings Acquisition Corporation, et al. The form of Liquidating Trust Agreement included as Exhibit A to the Plan Supplement (as revised in the amended Plan Supplement (D.I. 366)) is hereby approved in its entirety, and the Debtors and Liquidating Trustee, as applicable, are authorized to execute and take any action necessary or appropriate to implement, effectuate or consummate the Liquidating Trust Agreement. Classes 3, 4 and 5 have voted to accept the Plan. Classes 1 and 2 are not impaired under the Plan and are, therefore, deemed to have accepted the Plan under section 1126(f) of the Bankruptcy Code, thus satisfying section 1129(a)(8) of the Bankruptcy Code. The remaining classes of Claims and Interests are Impaired by the Plan and are not entitled to receive or retain any property under the Plan and, therefore, are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. As found and determined below, pursuant to section 1129(b)(1) of the Bankruptcy Code, the Plan may be confirmed notwithstanding the fact that such classes are Impaired and are deemed to have rejected the Plan. At least one impaired class of Claims has accepted the Plan, determined without including any acceptances of the Plan by any insider, thereby satisfying section 1129(a)(10) of the Bankruptcy Code. Holders of Claims and Interests in Classes 6 and 7 are deemed to have rejected the Plan. Based upon the evidence proffered, adduced, and presented by the Debtors at the Hearing, the Plan does not discriminate unfairly and is fair and equitable with respect to Classes 6 and 7, as required by sections 1129(b)(1) and (b)(2) of the Bankruptcy Code. Thus, the Plan may be confirmed notwithstanding the deemed rejection of the Plan by the Holders of Claims and Interests in Classes 6 and 7. 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. IOTA COMMUNICATIONS: Posts $10.2M Loss in Qtr. Ended Feb. 29, 2020 ------------------------------------------------------------------ Iota Communications, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $10.23 million on $690,949 of net sales for the three months ended Feb. 29, 2020, compared to a net loss of $14.08 million on $552,739 of net sales for the three months ended Feb. 28, 2019. For the nine months ended Feb. 29, 2020, the Company reported a net loss of $29.98 million on $1.59 million of net sales compared to a net loss of $39.75 million on $1.43 million of net sales for the nine months ended Feb. 28, 2019. As of Feb. 29, 2020, the Company had $31.89 million in total assets, $111.09 million in total liabilities, and a total deficit of $79.20 million. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1095130/000165495421004953/iotc_10q.htm About Iota Newark, New Jersey-based Iota Communications, Inc., formerly known as Solbright Group, Inc. -- https://www.iotacommunications.com -- is a wireless network carrier and an energy-as-a-service (EaaS) company dedicated to IoT. The Company intends to expand the application of Software-as-a-Service model into the energy management sector. Iota reported a net loss of $56.78 million for the year ended May 31, 2019, compared to a net loss of $16.48 million for the year ended May 31, 2018. Marlton, NJ-based Friedman LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Sept. 13, 2019, citing that the Company has an accumulated deficit and a working capital deficiency as of May 31, 2019, generated recurring net losses, and negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. IRONWOOD FINANCIAL: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Ironwood Financial, LLC 2718 West Oxford Loop Suite 185 Oxford, MS 38655 Chapter 11 Petition Date: May 3, 2021 Court: United States Bankruptcy Court Northern District of Mississippi Case No.: 21-10866 Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by John H. Lewis, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EGMMVDY/Ironwood_Financial_LLC__msnbke-21-10866__0001.0.pdf?mcid=tGE4TAMA iTHRIVE HEALTH: Unsecureds to Get Payment From Cash Reserves ------------------------------------------------------------ iThrive Health, LLC filed with the Bankruptcy Court a First Amended Chapter 11 Plan of Reorganization dated April 30, 2021. Under the Plan, all property of the estate shall revest in the Debtor on the Effective Date, free and clear of all other liens, claims, interests and encumbrances, except for the liens specifically preserved or created by the Plan. The Debtor's projections show that it will have negative projected disposable income for the period described in Section 1191(c)(2) of the Bankruptcy Code, but will be able to make payments using its cash reserves. The final Plan payment to unsecured creditors is expected to be paid on the date that is five years after the Effective Date of the Plan. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, the Debtor or the Trustee (through payments made by the Debtor to the Trustee) shall make Quarterly Payments of $6,000 on the Effective Date, and continuing on the first business day of each quarter thereafter for 20 quarters. The final quarterly payment shall be made five years after the Effective Date of the Plan. Said Quarterly Payments shall first be distributed to holders of Allowed Administrative Claims until fully satisfied, and then to holders of Class 3 General Unsecured Claims, pro rata. The Debtor has approximately $5.2 million in general unsecured claims. Approximately $3.6 million of this total are allowed claims for shareholder loans and debts, and approximately $1.6 million in other allowed claims, including vendor and non-shareholder lender claims. Sandy Spring shall have an allowed secured claim in Class 4 for $910,000 to be paid in monthly installments. Sandy Spring asserts a secured claim against the Debtor for approximately $ 907,657, secured by an interest in substantially all of the Debtor's assets. Marc Isaacson and his wife, Gail Isaacson personally guaranteed the Debtor's debt to Sandy Spring, although Mr. Isaacson's personal debt to Sandy Spring Bank has been discharged. Mr. Isaacson owns 67.63% of the Debtor. TD Bank, N.A. has filed a UCC-1 Financing Statement and may assert a security interest in the Collateral. TD Bank's security interest is junior to Sandy Spring and thus treated as completely unsecured under the Plan. The United States Small Business Administration (SBA) has filed a secured claim against the Debtor. SBA's claim, however, is treated as unsecured because it appears that its UCC-1 financing statement was filed in Maryland and not Delaware. In the event SBA's security interest is junior to Sandy Spring, it will thus be treated as completely unsecured under the Plan. The Plan provides that: a. If the Plan is confirmed pursuant to Section 1191(b) of the Bankruptcy Code: * the SubChapter V Trustee shall be entitled to a 5% commission out of all distributions made, and to reimbursement of reasonable attorney's fees, after due notice to the Debtor. If the Debtor objects to any of said attorneys' fees, the Bankruptcy Court shall have exclusive jurisdiction to resolve any related dispute. b. If the Plan is confirmed under Section 1191(a) of the Bankruptcy Code: * the SubChapter V Trustee shall be paid all Professional Fees on the later of the Effective Date and date of the allowance of said Professional Fees. c. Marc Isaacson shall remain the managing member of the Debtor who will be paid not more than $172,432 per annum during the life of the Plan, subject to annual increase of up to 5%. The Debtor does not anticipate the appointment of new officers, directors, or voting trustees. d. Within 14 days after confirmation, the Debtor will write off the balance of its note receivable from iThrive PH, Inc. in exchange for a 3% royalty on whatever revenue iThrive PH, Inc. has. iThrivePH owed the Debtor $4 million, which account the Debtor believes to be uncollectible. The 3% royalty will be paid directly to Class 4 creditors (IRS Penalty Claims), pro rata, for a period of 5 years. The Debtor previously filed for Chapter 11 (Case No. 19-25413-TJC) in November 2019. The case, however, was voluntarily dismissed, without prejudice, so that the Debtor could obtain PPP funding, which it did obtain. At the time the Debtor moved to dismiss the case, it was also contemplated that the Debtor might refile its Chapter 11 case under SubChapter V of the Bankruptcy Code. The Debtor has obtained forgiveness of the PPP loan. A copy of the Plan is available for free at https://bit.ly/2QRCI3V from PacerMonitor. About iThrive Health Bethesda, Md.-based iThrive Health, LLC is a pharmacy that provides prescription drugs, over-the-counter medications, individualized nutrition, and healthy living products. It conducts business under the name Village Green Apothecary. Visit https://myvillagegreen.com for more information. iThrive Health filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-21017) on Dec. 28, 2020. Marc Isaacson, managing member, signed the petition. At the time of filing, the Debtor disclosed $1,015,452 in assets and $6,499,080 in liabilities. Judge Thomas J. Catliota oversees the case. The Debtor tapped McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., as legal counsel and Larry Strauss, Esq., CPA & Associates, Inc. as accountants. JAGUAR HEALTH: Signs Deal to Sell $10.8M Worth of Common Shares --------------------------------------------------------------- Jaguar Health, Inc. has entered into a securities purchase agreement with North American institutional investors for the purchase and sale of 7,647,000 shares of common stock for gross proceeds of approximately $10.8 million in a registered direct offering. Ladenburg Thalmann & Co. Inc. is acting as exclusive placement agent in connection with the Transaction. The Company intends to use the net proceeds from the Transaction for the benefit of the Company's wholly-owned Italian subsidiary, Napo EU S.p.A., which may include capital expenditures, potential licenses, acquisitions, growth opportunities and strategic transactions; provided, however, if all or any of the proceeds have not been so utilized in the discretion of the Company prior to the six-month anniversary of the closing of the offering, the Company will be permitted to use such proceeds for working capital and general corporate purposes of the Company. The purchase price for the shares of common stock offered in the Transaction was $1.41 per share. Jaguar also has terminated the at-the-market (ATM) financing program the Company entered into with Ladenburg Thalmann & Co. Inc. on Oct. 5, 2020. The termination of the ATM financing program is effective as of April 26, 2021. The shares of common stock described above are being offered pursuant to a "shelf" registration statement on Form S-3 (File No. 333-248763) that was filed by the Company with the Securities and Exchange Commission (SEC) and was declared effective on September 23, 2020. The Company will file a prospectus supplement with the SEC relating to such shares of common stock. Copies of the prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering may be obtained on the SEC's website located at http://www.sec.gov,when available, or from Ladenburg Thalmann & Co. Inc., 277 Park Avenue, 26th Floor, New York, NY 10172, or by email at prospectus@ladenburg.com. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar Health reported a net loss and comprehensive loss of $33.81 million for the year ended Dec. 31, 2020, compared to a net loss and comprehensive loss of $38.54 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $42.84 million in total assets, $25.64 million in total liabilities, and $17.20 million in total stockholders' equity. KRUGER PRODUCTS: DBRS Gives B(high) Rating, Trend Stable -------------------------------------------------------- DBRS Limited assigned a rating of B (high) with a Stable trend to Kruger Products L.P.'s (KPLP or the Company; rated BB with a Stable trend by DBRS Morningstar) $135 million, 5.375% Senior Unsecured Notes due April 9, 2029, which closed on April 8, 2021. The Recovery Rating on the Notes is RR6. The rating assigned to this newly issued debt instrument is based on the rating of an already-outstanding debt series of the above-mentioned debt instrument. KPLP will use the proceeds from the Notes' issuance to reduce the outstanding balance under the Company's senior secured revolving credit facility and for general corporate purposes. The Notes will be senior unsecured obligations of KPLP. KPLP's ratings continue to be supported by its strong brands and leading market position in the Canadian tissue products market, stable demand, and significant barriers to entry. The ratings also continue to reflect the intense competition, input cost volatility, and product/market concentration. Notes: All figures are in Canadian dollars unless otherwise noted. LEBSOCK 200: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Lebsock 200 Hays, LLC 17566 CR 30 Sterling, CO 80751 Business Description: Lebsock 200 Hays, LLC, is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: May 4, 2021 Court: United States Bankruptcy Court District of Colorado Case No.: 21-12385 Debtor's Counsel: Patrick R. Akers, Esq. MOYE WHITE LLP 1400 16th Street,6th Floor Denver, CO 80202 Tel: (303) 292-2900 E-mail: patrick.akers@moyewhite.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David W. Lebsock, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SBYNB6A/Lebsock_200_Hays_LLC__cobke-21-12385__0001.0.pdf?mcid=tGE4TAMA LOUISIANA CRANE: Gets OK to Hire Heller Draper & Horn as Counsel ---------------------------------------------------------------- Louisiana Crane & Construction, LLC received approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Heller, Draper & Horn, LLC as its legal counsel. The firm's services include: a. advising the Debtor with respect to its rights, powers and duties in the continued operation and management of the business and property; b. preparing and pursuing confirmation of a plan of reorganization and approval of a disclosure statement; c. preparing legal documents and reviewing all financial reports to be filed; d. preparing responses to documents which may be filed by other parties in its Chapter 11 case; e. appearing in court; f. representing the Debtor in connection with use of cash collateral or obtaining post-petition financing; g. assisting the Debtor in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; h. investigating the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of said liens; i. investigating and taking necessary action to collect income and assets in accordance with applicable law, and the recovery of property for the benefit of the Debtor's estate; j. assisting the Debtor in connection with any potential property dispositions; k. advising the Debtor concerning the assumption, assignment and rejection of executory contract and unexpired leases, lease restructuring or recharacterization; l. assisting the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; m. commencing and conducting litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization; and n. other legal services necessary to administer the case. The hourly rates for the firm's attorneys range from $350 to $650. Paralegals charge $125 per hour. Heller Draper received a retainer of $100,000 from the Debtor on April 1. The firm also had an existing retainer in the amount of $6,465.47. Heller Draper applied $51,465.47 from the retainers for services rendered and expenses incurred in preparation of the Debtor's Chapter 11 case. The firm holds $55,000 as security for fees and expenses to be incurred post-petition. As disclosed in court filings, Heller Draper is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Heller Draper can be reached through: Douglas S. Draper, Esq. Leslie A. Collins, Esq. Greta M. Brouphy, Esq. Heller, Draper & Horn, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Phone: (504) 299-3300 Fax: (504) 299-3399 Email: ddraper@hellerdraper.com lcollins@hellerdraper.com gbrouphy@hellerdraper.com About Louisiana Crane & Construction Louisiana Crane & Construction, LLC is a Eunice, La.-based supplier of traditional crane services and general oilfield construction, pipeline, plant maintenance, rotating equipment, and millwright services. Louisiana Crane & Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 21-50198) on April 6, 2021. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge John W. Kolwe oversees the case. Heller, Draper & Horn, LLC is the Debtor's legal counsel. MAX FINE FURNITURE: Taps Aztec Realty as Real Estate Broker ----------------------------------------------------------- Max Fine Furniture & Appliances, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Aztec Realty & Investments, LLC as its real estate broker. The Debtor needs the assistance of a real estate broker to find a new warehouse for the continued operation of its business. Blake Box of Aztec Realty will serve as the primary broker. Other sales agents and associates at the firm may also provide services to the Debtor. Aztec Realty will get 3 percent to 4 percent of all base rents to be paid over the term of the new warehouse lease. The firm will seek to obtain payment of the commission first from the landlord or its agents. If such persons refuse or fail to pay Aztec Realty the amount specified in the lease agreement, then the Debtor will pay the firm the amount specified less any amounts the firm receives from such persons. As disclosed in court filings, Aztec Realty does not have any connection with or any interest adverse to the Debtor and its estate and creditors. Aztec Realty can be reached through: Blake J. Box Aztec Realty & Investments, LLC 500 E. Pecan Blvd. McAllen, TX 78501 Phone: (956) 668-8790 Fax: (956) 668-1190 Email: blakejbox@aztecre.com About Max Fine Furniture & Appliances Max Fine Furniture & Appliances, Inc. -- https://www.maxfinefurniture.com/ -- sells a wide selection of bedroom, living room, dining room, leather, home office, kids furniture and brand name mattresses. It carries several brands, including Ashley, Restonic Mattresses and Best Chair. Max Fine Furniture & Appliances sought Chapter 11 protection (Bankr. S.D. Texas Case No. 20-70114) on March 17, 2020. In the petition signed by Maximo Saenz, president, the Debtor disclosed $6,283,658 in assets and $4,261,778 in liabilities. Judge Eduardo V. Rodriguez oversees the case. Pulman, Cappuccio & Pullen, LLP is the Debtor's legal counsel. MERCURITY FINTECH: Appoints Hao Liu as Co-Chief Executive Officer ----------------------------------------------------------------- Mercurity Fintech Holding Inc.'s Board of Directors has appointed Mr. Hao Liu as co-chief executive officer, effective on May 1, 2021. Mr. Liu is currently a director of the Board. He is also the founder and president of Columbus Fintech LTD, one of the world's leading financial data technology companies, and co-founder and CEO of Jeethen Capital. He has pioneered the integration of artificial intelligence technology and quantitative trading, and his financial algorithm cloud service has served over 150 related listed companies and securities firms. Mr. Liu is also a leader in the field of blockchain applications and one of the founding members of the Hong Kong Blockchain Association. Under his leadership, his team developed cross-chain clearing technology, which achieved recognition for its breakthrough in the integration of multi-chain services and accolades for its application and the development of blockchain technology. Furthermore, Mr. Liu is also an angel investor in a number of financial technology companies, with extensive industry experience and excellent strategic vision. Ms. Alva Zhou, Chairperson of the Board and chief executive officer, commented, "On behalf of the management team, I extend a warm welcome to Mr. Liu as he joins our executive team and takes on a greater role in the Company's operational process. We look forward to working with Mr. Liu and believe his extensive leadership background, fintech expertise, and blockchain experience will strengthen our business in the blockchain industry. We are confident in his ability to drive the Company's growth as we continue to innovate and expand our capabilities." About Mercurity Formerly known as JMU Limited, Mercurity Fintech Holding Inc.'s current principal business is to design and develop digital asset transaction platforms based on blockchain technologies for customers to facilitate asset trading, asset digitalization and cross-border payments and provide supplemental services for such platforms, such as customized software development services, maintenance services and compliance support services. The Company started this new business since its acquisition of Mercurity Limited (previously known as Unicorn Investment Limited) in May 2019. Mercurity reported a net loss of $1.65 million for the year ended Dec. 31, 2020, a net loss of $1.22 million for the year ended Dec. 31, 2019, a net loss of $123.24 million for the year ended Dec. 31, 2018, and a net loss of $161.90 million for the year ended Dec. 31, 2017. MEREDITH CORP: Media Business Sale No Impact on Moody's B2 CFR -------------------------------------------------------------- Moody's Investors Service said Meredith Corp.'s agreement to sell its local media business does not impact its ratings, including its B2 corporate family rating, and stable outlook. Moody's views the announcement as a credit positive because Meredith plans to repay in full all currently outstanding debt at close. To extinguish the outstanding debt, the company intends to use the cash proceeds from the sale of the Local Media Group ($2.7 billion before transaction fees and expenses), cash on hand ($231 million at March 31, 2021) and new debt issued at the newly formed spun-out company. At March 31, 2021, the company's outstanding debt was $2.8 billion consisting of $1.5 billion of term loans under a credit facility and $1.3 billion of senior notes. If Meredith repays in full its outstanding debt as planned, Moody's would expect to withdraw the ratings on the company. The transaction is subject to regulatory approvals and expected to close in calendar fourth quarter 2021. On May 3, 2021, Meredith announced an agreement to sell its Local Media Group consisting of 17 television stations to Gray Television Inc. for $2.7 billion in cash. The all-cash deal will occur after Meredith spins out its National Media Group to shareholders as a standalone publicly traded company, with shareholders receiving cash consideration of approximately $14.50/share and 1-for-1 equity share in post-close Meredith. The spun-out entity will retain the Meredith Corporation name and the company's print magazines (including brands like People, Better Homes & Gardens, Allrecipes, Southern Living, and Real Simple) and digital platforms. The National Media Group generated 67% of the company's revenue and 50% of adjusted EBITDA for the nine months ended March 31, 2021. Meredith is a diversified media company with magazine publishing, brand licensing, and television broadcasting operations. The company currently operates two business segments, National Media (NMG), and Local Media (LMG). The National Media segment includes national consumer media brands delivered via multiple media platforms including print magazines and digital and mobile media, brand licensing activities, database-related activities, and business-to-business marketing products and services. The Local Media segment consists of 17 television stations located across the United States (U.S.) concentrated in large and fast growing markets with related digital and mobile media assets. Meredith's revenue for Last Twelve Months period ending March-2021 was approximately $3 billion. MG ON OCEAN: Wins Cash Collateral Access ---------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, has authorized MG on Ocean Avenue, LLC to use cash collateral on an interim basis and provide adequate protection. The Debtor is authorized to use cash collateral, subject to the conditions of the order, which has been agreed to by the Debtor and SouthState Bank, N.A., formerly known as CenterState Bank, N.A. The Debtor is authorized to use Cash Collateral, solely for the payment of reasonable and customary expenses associated with the operation of the Debtor's business and operations and as described in the budget. Without the express written consent of SouthState Bank, the Debtor will not exceed the expenditures in the Budget cumulatively of 5%, nor any individual line item expense by more than 10% per Budget line item. SouthState Bank may approve a variance of more than 5% cumulatively or 10% per budget line item expense, without further Court order. As adequate protection, all income derived from the business operations of the Debtor will be deposited into the DIP Account. As additional adequate protection, SouthState Bank is granted a replacement lien in any Cash Collateral acquired by the Debtor subsequent to the Petition Date to the same extent, validity, and priority of its respective liens in such Cash Collateral as of the Petition Date. As additional adequate protection of the SouthState Bank's interest in the Cash Collateral, SouthState Bank will be allowed to inspect the books and records of the Debtor after 48 hours' notice to counsel for the Debtor, and such inspection will occur during the Debtor's normal operating business hours. The Debtor also will (a) maintain all necessary insurance coverage on SouthState Bank's collateral and under no circumstances will the Debtor allow its insurance coverage to lapse, (b) continue to pay such monthly insurance payment in a timely manner, and (c) within three days of the request of CenterState, the Debtor will provide to SouthState Bank's counsel written evidence of the Debtors' compliance with the foregoing. A final hearing to consider the continued use of Cash Collateral and other relief sought in the Motion will be held at 10:30 a.m. on May 26, 2021. A copy of the order is available for free at https://bit.ly/3h0VujQ from PacerMonitor.com. About MG on Ocean Avenue, LLC MG on Ocean Avenue, LLC is the owner and operator of a tavern and associated restaurant located at 123 San Marco Avenue, St. Augustine, Florida. The Real Property is owned by Ocean Avenue Sports Bar & Grill, LLC, a real estate entity affiliated with the Debtor and which appears to be jointly liable with Debtor on its payment obligations to South State Bank, f/k/a Center State Bank. MG on Ocean Avenue sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 3:21-bk-00872) on April 12, 2021. In the petition signed by Julie Lazecki, the Debtor disclosed up to $500,000 in assets and up to $50,000 in liabilities. Robert D. Wilcox at WILCOX LAW FIRM is the Debtor's counsel. Aaron R. Cohen has been appointed Subchapter V Trustee. SouthState Bank, as lender, is represented by: Christian P. George, Esq., Katherine Fackler, Esq. AKERMAN LLP 50 North Laura St., Suite 3100 Jacksonville, FL 32202 Tel: (904) 798-3700 Email: christian.george@akerman.com Email: katherine.fackler@akerman.com NATIONAL RIFLE ASSOCIATON: NY Lawyer Urges Court to Dismiss Ch. 11 ------------------------------------------------------------------ Bloomberg News reports that a lawyer for New York state said Monday during closing arguments that the National Rifle Association's bankruptcy filing should be dismissed because it was part of a brazen attempt to escape legitimate oversight in the NRA's home state of New York. Its Chapter 11 filing in January 2021 is a "poster child of bankruptcy filed in bad faith" that the court should reject to "prevent bankruptcy from becoming a haven for wrongdoers," attorney Gerrit Pronske told a federal bankruptcy judge in Dallas. The judge is weighing requests to dismiss the gun rights group's filing, appoint a trustee to run the NRA while it's in bankruptcy or install an examiner to look into New York Attorney General Letitia James's allegations of corruption and mismanagement. In its Jan. 15, 2021 filing, the NRA said that its finances were strong but that the restructuring would help it exit "a corrupt political and regulatory environment in New York." The trial threatens the reign of Wayne LaPierre, who has overseen the group since 1991 and faces accusations of mismanagement and lavish personal spending while leading the NRA's battle over Second Amendment rights. The group has enjoyed great influence in Washington for its defense of the firearms industry, but internal rifts and James's claims have dented its image of invulnerability, and Donald Trump's election loss has cost it an important ally. New York says the bankruptcy filing is illegitimate on a number of grounds. They include filing to gain advantage in the separate fraud lawsuit James has brought against the NRA in New York, a lack of financial duress to justify a Chapter 11 case, a bid to seek a sympathetic venue and an internal process in which NRA management violated its own governance requirements, "intentionally deceiving" its board by keeping it in the dark about its plans for the filing. The NRA says many of its problems have been resolved through a "course correction" begun in 2017. But it also outlined a plan on Monday to hire an expert to advise on nonprofit corporate governance and add a chief compliance officer. The association never hid its desire to emerge from bankruptcy free of its New York home of 150 years and with a new charter in Texas, Pronske told U.S. Bankruptcy Judge Harlin Hale. On the day it filed for reorganization, it posted a letter on its website announcing that it was "DUMPING" the state. As further evidence, Pronske noted that the group set up a partnership called Sea Girt as part of its efforts to reincorpoate in Texas, which he likened to "Decoy Duck LLC." In his own testimony earlier in the trial, LaPierre cited what he said were legitimate reasons for some of the trips and expenses. As for other items, he said the actions taken since 2017 had resolved a number of governance problems and that "the controls are strong." Brian Mason, a lawyer for the NRA's former ad agency, Ackerman McQueen, also argued for dismissal of the case. Mason said there's an "overwhelming amount of evidence" that the NRA is financially healthy. He told the court that the bankruptcy was fraudulently filed, without approval of the full board as required by the NRA's bylaws. He said the board had amended LaPierre's employment agreement just before the filing, in an ambiguous way that allowed him to deceive it and claim he had the authority to file. An attorney for the U.S. Trustee in the bankruptcy, Lisa Lambert, said the NRA lacked a legitimate reason to file. She told the court the group hadn't properly informed its board, general counsel and chief financial officer ahead of time. She said LaPierre's personal expenses, including $225,000 in apparel and charter flights for his family, were made to look like business costs and decried the NRA's internal controls. A member of the staff charged $40,000 for her son's wedding and after reimbursing the organization, faced no consequences, Lambert testified. About National Rifle Association of America Founded in 1871 in New York, the National Rifle Association of America is a gun rights advocacy group. The NRA claims to be the longest-standing civil rights organization and has more than five million members. Seeking to move its domicile and principal place of business to Texas amid lawsuits in New York, National Rifle Association of America sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously sought Chapter 11 protection (Case No. 21-30080). The NRA was estimated to have assets and liabilities of $100 million to $500 million as of the bankruptcy filing. Judge Harlin Dewayne Hale oversees the cases. The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as their bankruptcy counsel, and Brewer, Attorneys & Counselors as their special counsel. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP and AlixPartners, LLP serve as the committee's legal counsel and financial advisor, respectively. NEELKANTH HOTELS: Unsecured Creditors Will be Paid in Full in Plan ------------------------------------------------------------------ Neelkanth Hotels, LLC, submitted a Chapter 11 Plan and a Disclosure Statement. The Debtor operates a single hotel at 1302 Green Street SE, Conyers, Georgia 30012, under a Best Western Premier franchise. The Hotel contains 99 guest suites, and operates as a Best Western Premier by virtue of a Membership Agreement with Best Western International, Inc. dated December 26, 2017. The Membership Agreement is for a term of twenty years. There are two classes of secured creditors; Class A secured creditors being secured by the Hotel, fixtures and accounts, and Class B secured creditors having secured purchase money security interests in personalty such as furniture, fixtures, and equipment. There are two classes of general unsecured creditors: Class C is the allowed claim of Debtor's franchisor, Best Western International, Inc., and Class D will consist of general unsecured claimants. The Plan provides for full payment of the allowed amount of Class C and Class D claims over time. The Debtor contends that the separate classification of Class C and Class D is reasonable and necessary because Debtor's franchise flag with Best Western International, Inc., is essential to the ongoing viability of the Debtor's business. The Plan will be funded from funds accrued during this Chapter 11 Case, future income derived from the Hotel, or the guarantees of Equity Interests Attorneys for the Debtor: Schreeder, Wheeler & Flint, LLP 1100 Peachtree Street NE, Suite 800 Atlanta, Georgia 30309 Tel: 404-681-3450 A copy of the Disclosure Statement is available at https://bit.ly/3xAHLpL from PacerMonitor.com. About Neelkanth Hotels Neelkanth Hotels, LLC is a privately held company in the traveler accommodation industry. It is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Neelkanth Hotels filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-69501) on Aug. 31, 2020. In the petition signed by Hemant Thaker, member and manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Jeffery W. Cavender oversees the case. Schreeder, Wheeler & Flint, LLP is the Debtor's legal counsel. NET ELEMENT: Effective Date of Merger Extended to May 31 -------------------------------------------------------- Net Element, Inc. entered into the Third Amendment to Agreement and Plan of Merger, dated as of Aug. 4, 2020, as amended by the First Amendment dated as of Dec. 29, 2020 and the Second Amendment dated as of March 30, 2021, with Mullen Technologies, Inc., a California corporation, Mullen Acquisition, Inc., a California corporation and wholly owned subsidiary of the Company ("Merger Sub"). Prior to the parties' execution and delivery of the Amendment, Section 8.1(b) of the Merger Agreement, as amended, provided that the Merger Agreement may be terminated and the merger contemplated in the Merger Agreement and other transactions contemplated in the Merger Agreement may be abandoned at any time prior to the merger effective time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated in the Merger Agreement by the shareholders of Mullen and/or the stockholders of the Company, by either Company or Mullen if the merger effective time shall not have occurred on or before April 30, 2021 ("Outside Date"). Pursuant to the Second Amendment, the Company, Mullen and Merger Sub amended Section 8.01(b) of the Merger Agreement to extend the Outside Date to May 31, 2021. About Net Element Headquartered in North Miami Beach, Florida, Net Element, Inc. (NASDAQ: NETE) -- http://www.NetElement.com-- operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise ("SME") in the U.S. and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services using blockchain technology solutions and Aptito, its cloud-based, restaurant and retail point-of-sale solution. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions. Net Element reported a net loss attributable to the Company's stockholders of $5.94 million for the year ended Dec. 31, 2020, compared to a net loss attributable to the Company's stockholders of $6.46 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $26.83 million in total assets, $24.34 million in total liabilities, and $2.48 million in total stockholders' equity. NORTHLAKE CORNERS: Case Summary & 6 Unsecured Creditors ------------------------------------------------------- Debtor: Northlake Corners, LLC P.O. Box 271449 Flower Mound, TX 75027 Business Description: Northlake Corners, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns 20 acres of land valued at $5 million. Chapter 11 Petition Date: May 4, 2021 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 21-40675 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road Suite 1100 Dallas, TX 75271 Tel: 972-991-5591 Fax: 972-991-5788 E-mail: eric@ealpc.com Total Assets: $5,020,000 Total Liabilities: $3,012,250 The petition was signed by Todd Rogers, as sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JES37BY/Northlake_Corners_LLC__txebke-21-40675__0001.0.pdf?mcid=tGE4TAMA ONEMAIN HOLDINGS: Moody's Puts Ba3 CFR Under Review for Upgrade --------------------------------------------------------------- Moody's Investors Service has placed OneMain Holdings, Inc.'s long-term Ba3 Corporate Family Rating on review for upgrade. At the same time, Moody's placed OneMain Finance Corporation's Ba3 issuer and Ba3 senior unsecured ratings on review for upgrade. Rating actions: Issuer: OneMain Holdings, Inc. Corporate Family Rating, Placed on Review for Upgrade, currently Ba3 Issuer: OneMain Finance Corporation Issuer Rating, Placed on Review for Upgrade, currently Ba3 Senior Unsecured Rating, Placed on Review for Upgrade, currently Ba3 Backed Senior Unsecured Rating, Placed on Review for Upgrade, currently Ba3 Senior Unsecured MTN Program Rating, Placed on Review for Upgrade, currently (P)Ba3 Issuer: AGFC Capital Trust I Backed Preferred Stock, Placed on Review for Upgrade, currently B2(hyb) Outlook Actions: Issuer: OneMain Holdings, Inc. Outlook, Changed To Rating Under Review From Stable Issuer: OneMain Finance Corporation Outlook, Changed To Rating Under Review From Stable Issuer: AGFC Capital Trust I Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for upgrade will consider the benefit to creditors from the company's demonstrated strong liquidity management, which was tested during the coronavirus pandemic. OneMain's liquidity management reacted to sudden changing market conditions amid the onset of the coronavirus pandemic in March 2020 by building its cash position drawing down on its bank conduit lines. In doing so, OneMain confirmed its liquidity runway enabling it to ensure continued operations despite market uncertainty. The review will also consider OneMain's improved funding profile evidenced by the firm's staggered maturity profile and decreasing reliance on confidence-sensitive secured funding. Furthermore, today's action reflects the impact of the reduced ownership position by the Apollo-Varde Group to 28%, following it's the recent stock sale. Following its drop in ownership below 33%, Apollo-Varde Group is permitted to appoint one less than the majority of board members compared to its current one more than the majority. As a result, it must take reasonable actions to cause two of its previously appointed directors to resign from OneMain's board. The review will consider the benefits to creditors from its future board structure resulting from this governance change under Moody's ESG framework, given the implications for OneMain's corporate governance. OneMain's financial performance has continued to be solid despite the weakened operating environment. Despite higher provisions for loan losses and muted originations, OneMain's profitability remained solid in 2020, with its Moody's-calculated net income % average managed assets of 3.35%, and its asset quality performance was strong with net charge-offs of 5.45% of gross loans, as its customers benefited from strong government stimulus. Moody's expects OneMain's financial performance will continue to be solid as operating conditions improve over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS OneMain's corporate family rating could be upgraded upon completion of the review if: 1) Moody's believes the change in ownership and board composition will not increase the risk or leverage appetite of the firm; 2) the firm maintains a strong liquidity profile with ample availability under its conduit facilities and balanced debt maturities, and 3) OneMain continues to demonstrate good financial performance, adequate capitalization and asset quality performance within Moody's expectations. Given the review for upgrade, a downgrade of OneMain's ratings is unlikely. Its corporate family rating could be confirmed if: 1) Moody's believes the change in ownership and board composition will increase the risk or leverage appetite of the firm; or 2) Moody's believes OneMain will not maintain its liquidity position and solid financial performance. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. ORCHIDS PAPER: Trustee Says CEO Schoen Drove Company to Bankruptcy ------------------------------------------------------------------ Law360 reports that the liquidating trustee of the bankrupt Orchid Paper Products Co. filed a suit in Delaware bankruptcy court Tuesday, May 4, 2021, accusing the company's leadership of recklessly sending the business into Chapter 11 with an "overly-ambitious and ill-conceived" expansion plan. Buchwald Capital Advisors alleged in its complaint that ex-Orchid CEO Jeffrey S. Schoen and other officers and directors breached their fiduciary duties, ran up tens of millions in debt and sent Orchid into insolvency with a poorly managed attempt to simultaneously expand the company's manufacturing facilities on both the East and West Coast. About Orchids Paper Company Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com/-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debt of $260,864,000. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 19-10729) on April 1, 2019. The petitions were signed by Richard S. Infantino, interim chief strategy officer. Hon. Mary F. Walrath oversees the cases. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions And Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as claims and notice agent. Andrew Vara, acting U.S. trustee for Region 3, on April 15, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Lowenstein Sandler LLP, as counsel; and CKR Law LLP as its Delaware counsel. PARKLAND CORPORATION: DBRS Rates Senior Unsecured Notes BB ---------------------------------------------------------- DBRS Limited assigned a rating of BB with a Stable trend to Parkland Corporation's $600 million 4.375% Senior Unsecured Notes due March 2029, which closed on March 25, 2021. The Recovery Rating is RR4. The rating being assigned is based upon the rating of an already-outstanding series of the above-mentioned debt instrument. The net proceeds from the Notes are intended to be used to redeem all of the outstanding $300 million aggregate principal amount of 5.75% Senior Unsecured Notes due in 2024 and redeem $300 million of the outstanding $500 million aggregate principal amount of its 5.625% Senior Unsecured Notes due in 2025. The Notes are direct senior unsecured obligations of Parkland and rank pari passu with all of the Company's existing and future senior unsecured indebtedness and are senior in right of payment to any future subordinated indebtedness. The Notes are effectively subordinated to all secured indebtedness, which includes Parkland's credit facilities. Parkland has also amended its syndicated senior secured credit facility agreement and increased the facility's limit by an additional $200 million, resulting in the amount available under its syndicated credit facilities increasing to approximately $1.9 billion from approximately $1.7 billion previously. DBRS Morningstar notes that the increased credit facility, which ranks ahead of Parkland's Senior Unsecured Notes, does not change DBRS Morningstar's Recovery Rating on the notes of RR4, which corresponds to an anticipated recovery of 30% to 60%. Notes: All figures are in Canadian dollars unless otherwise noted. PAVEROCK INC: Court Dismisses Case at U.S. Trustee's Behest ----------------------------------------------------------- Kevin M. Epstein, United States Trustee for the Southern District of Texas, asked Judge Eduardo V. Rodriguez to dismiss the Chapter 11 case of Paverock, Inc., or to convert the case to one under Chapter 7, or in the alternative, appoint a Chapter 11 Trustee for the Debtor. According to the U.S. Trustee, the Debtor consistently reports of failing to pay its post-petition tax obligations, and that it fails to pay its employees on time. These actions, he said, show gross mismanagement of the Debtor's affairs by current management, both before and after commencement of this bankruptcy case. The Trustee believes that the remedy for this type of situation is either to the dismissal or the case, or its conversion to one under Chapter 7, or in the alternative, the appointment a Chapter 11 Trustee in the Debtor's case Judge Eduardo V. Rodriguez shortly entered an order dismissing the Debtor's case, with prejudice to refiling another case for 180 days from April 29, 2021 to October 26, 2021. A copy of the Motion is available for free at https://bit.ly/2PNxANC from PacerMonitor.com. About Paverock Inc. Paverock, Inc. filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34982) on October 13, 2020, listing under $1 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Margaret M. McClure, Esq. serves as the Debtor's attorney. PBS BRAND: Court Confirms Plan; Unsecureds Get 3% to 6% ------------------------------------------------------- The Bankruptcy Court has entered an order approving on a final basis the Disclosure Statement PBS Brand Co., LLC, et al., and confirming their Plan. All objections that have not been withdrawn or resolved, including any with respect to the Plan, are overruled in all respects. As evidenced by the Deutch Voting Declaration, the only two classes eligible to vote whether to accept or reject the Plan, Classes 3 and 4, both voted to accept the Plan. Holders of claims and interests in Classes 5 and 6 are deemed to reject. Nevertheless, with respect to Classes 5 and 6, the Plan is confirmable because it satisfies Section 1129(b)(1) of the Bankruptcy Code with respect to such non-accepting Classes. The Plan does not "discriminate unfairly" with respect to Classes 5 and 6, which are the only impaired Classes under the Plan that have not accepted the Plan. In addition, the Plan is "fair and equitable" under Section 1129(b) of the Bankruptcy Code with respect to Classes 5 and 6 because no holder of an interest that is junior to the Interests in Class 5 and 6 are receiving or retaining any property under the Plan on account of such interest. Liquidating Plan PBS Brand Co., LLC, et al.'s Second Modified First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation contemplates the fulfillment and consummation of a number of transactions and commitments evidenced in part by a Restructuring Support Agreement by and among the Debtors, the Committee, and the Prepetition Secured Lender and DIP Lender, a copy of which was filed with the Court on January 25, 2021 pursuant to which, among other things, the Prepetition Secured Lender will (i) remit payment of Allowed Administrative and Priority Claims, and (ii) fund a trust for the liquidation of the Estates' remaining assets, including pursuing certain Causes of Action. Further, the GUC Trust will review certain General Unsecured Claims, and make Distributions on account of Allowed General Unsecured Claims. The Combined Plan and Disclosure Statement also contemplates the appointment of a Plan Administrator to, among other things, finalize the wind down of the Debtors' affairs, liquidate certain of the remaining assets of the Debtors, resolve Disputed Claims (other than Disputed General Unsecured Claims), implement the terms of the Plan and make Distributions to holders of Allowed Claims other than holders of Allowed General Unsecured Claims. The Plan will treat select unsecured classes as follows: * Class 5: General Unsecured Claims totaling $14,500,000 will recover 3% to 6% of their claims. Each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of any beneficial interest in the funds remaining in the GUC Trust or such other treatment as may be agreed upon by such Holder and the GUC Trustee, provided, however, that in no event shall the GUC Trust Distributable Cash be used for anything other than distribution to Class 5 and Class 6 claimants. Class 5 is impaired. * Class 6: Convenience Class of Unsecured Claims totaling $381,653.15 will recover 5% of their claims. Each Holder of an Allowed Convenience Claim Unsecured Claim shall receive 5% of their Allowed Claim from funds remaining in the GUC Trust. Class 6 is impaired. On the Effective Date or as soon as reasonably practicable thereafter, one new share of BrandCo. common stock will be issued to the Plan Administrator to hold in its capacity as Plan Administrator and as the sole shareholder of BrandCo. No Intercompany Interests shall be cancelled pursuant to the Plan, and all Intercompany Interests shall be unaffected by the Plan and continue in place following the Effective Date, for the administrative convenience of maintaining the Debtors' existing corporate structure, provided however, that 1% of the Intercompany Interest of each Reorganized Debtor shall be transferred to the GUC Trust solely for the purpose of conferring exclusive standing upon the GUC Trustee to institute GUC Trust Litigation Claims on behalf of each Reorganized Debtor pursuant to the provisions of the LLC Act. Counsel to the Debtors: Jeffrey R. Waxman Eric J. Monzo Brya M. Keilson Sarah M. Ennis Morris James LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Telephone: (302) 888-6800 E-mail: jwaxman@morrisjames.com E-mail: emonzo@morrisjames.com E-mail: bkeilson@morrisjames.com E-mail: sennis@morrisjames.com A copy of the Disclosure Statement is available at https://bit.ly/3vtD0g0 from Omniagentsolutions, the claims agent. About PBS Brand Co. Denver-based PBS Brand Co. LLC and its affiliates own and operate "Punch Bowl" restaurants and bars across the United States. PBS Brand Co. and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13157) on Dec. 21, 2020. Stacy Johnson Galligan, authorized representative, signed the petitions. In its petition, PBS Brand disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. The Debtors tapped Morris James LLP as their legal counsel; SSG Advisors, LLC as investment banker; Omni Agent Solutions as the claims, noticing and balloting agent; and Gavin/Solmonese LLC and B. Riley Advisory Services as restructuring advisors. Edward Gavin of Gavin/Solmonese and Mark Shapiro of B. Riley both serve as chief restructuring officers. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on Jan. 6, 2021. Porzio, Bromberg & Newman, P.C., and Province, LLC, serve as the committee's legal counsel and financial advisor, respectively. PINK MONKEY: Wins Cash Collateral Access ---------------------------------------- The U.S. Bankruptcy Court for the District of Colorado has authorized Pink Monkey, Inc. to use cash collateral on an interim basis in accordance with the budget through the date of the final hearing scheduled for May 21, 2021 at 1:30 p.m. The Debtor is authorized to use cash collateral pursuant to the budget, with 15% variance, plus payments to the Subchapter V Trustee or to the U.S. Trustee in the event of conversion, not to exceed $150,000 during the interim period. The Debtor is directed to provide any party with a properly perfected security interest in the Debtor's cash collateral with a replacement lien on all postpetition accounts receivable to the extent that the use of cash collateral results in a decrease in the value of such party's interest in the cash collateral pursuant to 11 U.S.C. section 361(2). The Debtor will also maintain adequate insurance coverage on all personal property assets and adequately insure against any potential loss and pay all post-petition taxes. A copy of the order is available for free at https://bit.ly/2PS9vW4 from PacerMonitor.com. About Pink Monkey, Inc. Pink Monkey, Inc. -- https://pinkmonkeystudio.com -- is a custom fabrication, special event design, and production company. The Debtor filed a Chapter 11 petition (Bankr. D. Col. Case No. 21-12195) on April 27, 2021 in the United States Bankruptcy Court District of Colorado. In the petition signed by Nathan Cox, president/co-owner, the Debtor reported $282,117 in total assets and $1,397,703 in total liabilities. The Honorable Elizabeth E. Brown is the case judge. WADSWORTH GARBER WARNER CONRARDY, P.C., serves as the Debtor's counsel. PROFESSIONAL DIVERSITY: Terminates Interim Chief Financial Officer ------------------------------------------------------------------ Professional Diversity Network, Inc. has terminated its interim chief financial officer, Charles M. O'Brien. Professional Diversity Network CEO Adam He, who previously was the company's CFO, continues to perform the principal financial officer's role for the company while the company considers appropriate alternatives. About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse professionals. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to recruit diverse employees. Its mission is to utilize the collective strength of its affiliate companies, members, partners and unique proprietary platform to be the standard in business diversity recruiting, networking and professional development for women, minorities, veterans, LGBT and disabled persons globally. Professional Diversity reported a net loss of $4.35 million for the year ended Dec. 31, 2020, compared to a net loss of $3.84 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $8.67 million in total assets, $5.33 million in total liabilities, and $3.34 million in total stockholders' equity. Wilmington, DE-based Ciro E. Adams, CPA, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 9, 2021, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PUERTO RICO ELECTRIC: Court Okays Luma Energy’s $115 Million Fee ------------------------------------------------------------------ Michelle Kaske of Bloomberg News reports that U.S. District Court Judge Laura Taylor Swain ruled that Puerto Rico's bankrupt power utility, Puerto Rico Electric Power Authority, can pay Luma Energy LLC, the company set to take over management of the island's electrical grid, before other creditors. Judge Swain ruled Monday, May 3, 2021, that a $115 million annual fee, to be paid in monthly installments, is an administrative expense. That gives it a higher priority for repayment. The $115 million is a charge that Puerto Rico's Electric Power Authority will pay during an interim period, which is set to begin on June 1. 20521 when Luma takes over management. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and chair of a committee to review professionals' fees. RAMJAY INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Ramjay, Inc. 1104 Archer Ct. Alexandria, VA 22312 Business Description: Ramjay operates in taxi and limousine service industry. Chapter 11 Petition Date: May 4, 2021 Court: United States Bankruptcy Court Eastern District of Virginia Debtor's Counsel: John P. Forest, II, Esq. LAW OFFICE OF JOHN P. FOREST, II 11350 Random Hills Rd., Suite 700 Fairfax, VA 22030 Tel: (703) 691-4940 E-mail: j.forest@stahlzelloe.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jayasekar Jayaraman, 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/7IVR2CI/Ramjay_Inc__vaebke-21-10809__0001.0.pdf?mcid=tGE4TAMA REGIONAL HEALTH PROPERTIES: Comments on Recent Share Price Increase ------------------------------------------------------------------- Regional Health Properties, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that, while it does not normally comment on market activity, the company confirms it is not aware of any undisclosed material change in its business, operations or affairs that would account for the recent increase in the share price and the trading volume of its common stock. About Regional Health Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) -- http://www.regionalhealthproperties.com-- is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. Regional Health reported a net loss attributable to common stockholders of $9.68 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $3.49 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $108.02 million in total assets, $96.92 million in total liabilities, and $11.10 million in total stockholders' equity. ROCHESTER DRUG: Fights New Disqualification Bid in Suboxone Case ---------------------------------------------------------------- Law360 reports that Rochester Drug Co-Operative Inc. has urged a Pennsylvania federal judge to once again reject arguments that the company's ongoing bankruptcy meant that it could not continue serving as class representative in a massive antitrust suit accusing drugmaker Indivior PLC of scheming to maintain its monopoly on the opioid addiction treatment Suboxone. After U.S. District Judge Mitchell Goldberg denied a motion from Indivior in January 2021 aimed at disqualifying RDC based on its ongoing Chapter 11 proceedings, the drugmaker renewed its bid in mid-April 2021 as it pointed out that the company had liquidated its assets and assigned its claims in the antitrust litigation. About Rochester Drug Co-Operative Rochester Drug Cooperative, Inc., is an independently owned New York cooperative corporation formed in 1905 and incorporated in 1948 with a principal office and place of business located at 50 Jet View Drive, Rochester, New York 14624. Its principal business is to warehouse, merchandise, and then distribute, on a cooperative basis, drugs, pharmaceutical supplies, medical equipment and other merchandise commonly sold in drug stores, pharmacies, health and beauty stores, and durable medical equipment business. It is a wholesale regional drug cooperative that operates as both a buying cooperative and a traditional drug distribution company created for the purpose of helping independent pharmacies compete in the current healthcare environment. Rochester Drug Cooperative sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-20230) on March 12, 2020. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Paul R. Warren is the case judge. The Debtor tapped Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, as counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. ROMANS HOUSE: Wins Cash Collateral Access on Interim Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, has authorized Romans House, LLC and Healthcore System Management, LLC to use cash collateral on an interim basis in accordance with their respective budgets, with a 10% variance. The Interim Order acknowledges that certain creditors may assert they are secured in substantially all of the respective Debtors' personal property and the proceeds thereof. The secured creditors include Pender Capital Asset Based Lending Fund, LP. As adequate protection of the Romans Secured Creditors' interest, if any, in the Cash Collateral pursuant to sections 361 and 363(e) of the Bankruptcy Code to the extent of any diminution in value from the use of the Collateral the Court grants the Secured Creditors a replacement security lien on and replacement liens on all of Romans' personal property, whether the property was acquired before or after the Petition Date. The Replacement Liens are equal to the aggregate diminution in value of the respective Collateral, if any, that occurs from and after the Petition Date. The Replacement Liens will be of the same validity and priority as the Secured Creditors' liens on the respective prepetition Collateral. As additional adequate protection for Romans' use of cash collateral, Pender is granted these protections: a. Adequate Protection Partial Payment: Romans will pay Pender $1,000 on or before May 10, 2021. b. Financial Reporting: Romans will continue to provide financial reporting to Pender in the same manner as was provided prior to the Petition Date. c. Bank Accounts. Romans will maintain its DIP Account(s) in accordance with the orders of the Court applicable thereto as well as the regulations of the Office of the United States Trustee. As adequate protection of Healthcore' Secured Creditors' interest, if any, in the Cash Collateral, the Healthcore Secured Creditors are granted replacement security liens on and replacement liens on all of Healthcore's personal property, whether such property was acquired before or after the Petition Date. The Healthcore Replacement Liens will be equal to the aggregate diminution in value of the respective Collateral, if any, that occurs from and after the Petition Date. The Healthcore Replacement Liens will be of the same validity and priority as the liens of Healthcore Secured Creditors on the respective prepetition Collateral. Healthcore was slated to pay Pender $1,000 on or before May 5, 2021, as a holdover tenant. In the event Healthcore fails to timely make any of the adequate protection payments provided for herein, Pender may file a notice of default with this Court and serve a copy of the notice on counsel for Healthcore. The Replacement Liens are subject and subordinate to: (a) professional fees and expenses of the attorneys, financial advisors and other professionals retained by any creditors committee if and when one is appointed; (b) any and all fees and expenses incurred by a patient care ombudsman if and when one is appointed; and (c) any and all fees payable to the U.S. Trustee pursuant to 28 U.S.C. Sec. 1930(a)(6) and the Clerk of the Bankruptcy Court. The final hearing on the matter is scheduled for May 11, 2021 at 9:30 a.m. via Webex. A copy of the Interim Order and the Debtors' respective budgets for the period from April 16 to 30, 2021, is available for free at https://bit.ly/3vF3Rpu from PacerMonitor.com. Romans House projects total expenses of $132,325 and net loss of $15,913.33 during the period. Healthcore Systems projects total expenses of $52,910 and net income of $838 during the period. About Romans House Based in Fort Worth, Texas, Romans House, LLC operates Tandy Village Assisted Living, a continuing care retirement community and assisted living facility for the elderly in Fort Worth, Texas. Affiliate Healthcore System Management, LLC, operates Vincent Victoria Village Assisted Living, also an assisted living facility for the elderly. Romans House, LLC, and Healthcore System sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 19-45023 and 19-45024) on Dec. 9, 2019. Romans House was estimated to have $1 million to $10 million in assets and liabilities while Healthcore was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Edward L. Morris is the case judge. Demarco Mitchell, PLLC, is the Debtors' legal counsel. Levene, Neale, Bender, Yoo & Brill L.L.P., serves as their co-bankruptcy counsel. Pender Capital Asset Based Lending Fund I, LP, as lender is represented by Ross and Smith, P.C. RT DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: RT Development, LLC 30313 Canwood Street, Suite 32 Agoura Hills, CA 91301 Chapter 11 Petition Date: May 3, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10809 Judge: Hon. Victoria S. Kaufman Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brett P. Miles, its managing member. A full-text copy of the petition containing, among other items, a list of the Debtor’s 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JOMPW5Y/RT_Development_LLC__cacbke-21-10809__0001.0.pdf?mcid=tGE4TAMA RVT INC: Hearing on Disclosure Statement Continued to June 15 ------------------------------------------------------------- Judge Mark S. Wallace has entered an order that a revised disclosure statement and plan of RVT Inc. will be filed on or before May 14, 2021. The Disclosure Statement hearing is continued to June 15, 2021 at 2:00 p.m. About RVT Inc. Based in Fontana, California, RVT Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-17552) on Aug. 28, 2019, listing under $1 million in both assets and liabilities. The Hon. Mark S. Wallace is the case judge. OAKTREE LAW represents the Debtor. SC SJ HOLDINGS: Committee Taps Benesch as Delaware Counsel ---------------------------------------------------------- The official committee of unsecured creditors of SC SJ Holdings, LLC and FMT SJ, LLC received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Benesch, Friedlander, Coplan & Aronoff, LLP as its Delaware counsel. The firm's services include: a. providing legal advice where necessary with respect to the committee's powers and duties and strategic advice on how to accomplish the committee's goals; b. drafting, reviewing and commenting on drafts of documents to ensure compliance with the local rules, practices, and procedures of the court; c. assisting the committee in its consultation with the committee's lead counsel, Seward & Kissel LLP, and the U.S. trustee relative to the administration of the Debtors' Chapter 11 cases; d. drafting, filing and serving documents as requested by Seward & Kissel and the committee; e. assisting the committee and Seward & Kissel in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to the cases or to the formulation of a plan of reorganization or liquidation; f. compiling and coordinating delivery to the court and the U.S. trustee information required by the Bankruptcy Code, bankruptcy rules, local rules, and any applicable U.S. Trustee guidelines or requests; g. appearing in court and at any meetings of creditors; h. monitoring the case dockets and coordinating with Seward & Kissel and any other professional retained by the committee on matters impacting the committee; i. participating in calls and meetings with the committee; j. preparing, updating and distributing critical dates memoranda and working group lists; and k. handling inquiries and calls from creditors and their legal counsel. The firm's ordinary rates range from $395 to $895 per hour for partners, from $245 to $575 per hour for associates, and from $110 to $325 per hour for paraprofessionals. The primary attorneys and paralegals who will represent the committee are: Jennifer Hoover Partner $655 per hour Kevin Capuzzi Partner $530 per hour John Gentile Associate $395 per hour LouAnne Molinaro Paralegal $325 per hour Jennifer Hoover, Esq., a partner at Benesch, disclosed in a court filing that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Ms. Hoover also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Not applicable. Benesch did not represent the committee prior to the Debtors' Chapter 11 filing. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: Benesch is developing a budget and staffing plan that will be presented to the committee in conjunction with Seward & Kissel. Benesch can be reached through: Jennifer R. Hoover, Esq. Benesch, Friedlander, Coplan & Aronoff LLP 1313 N. Market St., Suite 1201 Wilmington, DE 19801 Phone: (302) 442-7010 Fax: (302) 442-7012 Email: jhoover@beneschlaw.com About SC SJ Holdings and FMT SJ San Ramon-based Eagle Canyon Management's SC SJ Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel located at 170 South Market St., San Jose, Calif. The hotel is near many of the largest Fortune 1000 corporations and is a popular location for conferences and conventions, particularly in the technology industry. On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ Holdings sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10549). The cases are jointly administered under Case No. 21-10549. At the time of the filing, SC SJ Holdings disclosed assets of between $100 million and $500 million and liabilities of the same range. FMT SJ disclosed that it had estimated assets of between $500,000 and $1 million and liabilities of between $100 million and $500 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP as their bankruptcy counsel; Cole Schotz, P.C. as co-counsel with Pillsbury; Katz, Abosch, Windesheim, Gershman & Freedman, P.A. as financial advisor; CHMWarnick, LLC as special hotel advisor; and Verity, LLC as restructuring advisor. Neil Demchick of Verity serves as the Debtors' chief restructuring officer. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on March 26, 2021. The committee tapped Seward & Kissel, LLP as bankruptcy counsel and Benesch Friedlander Coplan & Aronoff, LLP as Delaware counsel. FTI Consulting, Inc. serves as financial advisor. SC SJ HOLDINGS: Committee Taps FTI as Financial Advisor ------------------------------------------------------- The official committee of unsecured creditors of SC SJ Holdings, LLC and FMT SJ, LLC received approval from the U.S. Bankruptcy Court for the District of Delaware to hire FTI Consulting, Inc. as its financial advisor. The committee requires the assistance of a financial advisor to: a. review financial-related disclosures required by the court, including the schedules of assets and liabilities, statement of financial affairs and monthly operating reports; b. prepare analyses required to assess any proposed debtor-in-possession financing or use of cash collateral; c. assess and monitor the Debtors' short-term cash flow, liquidity and operating results; d. review the Debtors' proposed key employee retention and other employee benefit programs; e. review the Debtors' analysis of core business assets and the potential disposition or liquidation of non-core assets; f. review the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; g. review the Debtors' identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; h. review and monitor the asset sale process; i. review any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; j. review the claims reconciliation and estimation process; k. review other financial information prepared by the Debtors, including but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which court approval is sought; l. attend meetings and assist in discussions with the Debtors, potential investors, banks, other secured lenders, the committee and any other official committees organized in the Debtors' Chapter 11 proceedings, the U.S. trustee, other parties in interest and their bankruptcy professionals; m. review or prepare information and analysis necessary for the confirmation of a Chapter 11 plan and related disclosure statement; n. evaluate and analyze avoidance actions, including fraudulent conveyances and preferential transfers; o. prepare responses or objections to the Debtors' motions; and p. other general business consulting services. The hourly rates charged by the firm are as follows: Senior Managing Directors $950 – $1,295 Directors/Senior Directors/Managing Directors $715 – $935 Consultants/Senior Consultants $385 – $680 Administrative/Paraprofessionals $155 – $290 Cynthia Nelson, a senior managing director at FTI, disclosed in a court filing that her firm neither holds nor represents any interest adverse to the Debtor's estate. FTI can be reached through: Cynthia A. Nelson FTI Consulting, Inc. 350 S. Grand Avenue, Suite 3000 Los Angeles, CA 90071 Tel: +1 213 689 1200 Email: cynthia.nelson@fticonsulting.com About SC SJ Holdings and FMT SJ San Ramon-based Eagle Canyon Management's SC SJ Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel located at 170 South Market St., San Jose, Calif. The hotel is near many of the largest Fortune 1000 corporations and is a popular location for conferences and conventions, particularly in the technology industry. On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ Holdings sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10549). The cases are jointly administered under Case No. 21-10549. At the time of the filing, SC SJ Holdings disclosed assets of between $100 million and $500 million and liabilities of the same range. FMT SJ disclosed that it had estimated assets of between $500,000 and $1 million and liabilities of between $100 million and $500 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP as their bankruptcy counsel; Cole Schotz, P.C. as co-counsel with Pillsbury; Katz, Abosch, Windesheim, Gershman & Freedman, P.A. as financial advisor; CHMWarnick, LLC as special hotel advisor; and Verity, LLC as restructuring advisor. Neil Demchick of Verity serves as the Debtors' chief restructuring officer. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on March 26, 2021. The committee tapped Seward & Kissel, LLP as bankruptcy counsel and Benesch Friedlander Coplan & Aronoff, LLP as Delaware counsel. FTI Consulting, Inc. serves as financial advisor. SC SJ HOLDINGS: Committee Taps Seward & Kissel as Legal Counsel --------------------------------------------------------------- The official committee of unsecured creditors of SC SJ Holdings, LLC and FMT SJ, LLC received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Seward & Kissel, LLP as its legal counsel. The firm's services include: a. advising the committee with respect to its rights, powers and duties; b. advising the committee in its consultations with the Debtors relative to the administration of their Chapter 11 cases; c. advising the committee in analyzing the claims of creditors and in negotiating with such creditors; d. reviewing financial and operational information furnished by the Debtors to the committee; e. investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors or insiders, the operations of the Debtors' business and other matters relevant to the cases and to the formulation of a Chapter 11 plan or exit strategy; f. advising the committee regarding any contemplated marketing or sale of the Debtors' assets, and assisting, participating, and attending any related auction, marketing or sale process; g. assisting the committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, cash collateral usage and financing to be obtained in the Chapter 11 cases and the terms of any plan of reorganization or liquidation of the Debtors; h. conferring with the Debtors' management, legal counsel, and financial advisor and any other retained professional; i. conferring with the principals, legal counsel and advisors of the Debtors' lenders and equity holders; j. assisting the committee with respect to its communications with the general creditor body regarding significant matters in the cases; k. representing the committee at hearings and other proceedings; l. attending the meetings of the committee; m. reviewing and analyzing applications, orders, statements of operations, and bankruptcy schedules filed with the court and advising the committee as to their propriety; n. taking necessary actions to protect and preserve the interests of the committee, including, but not limited to (i) possible prosecution of actions on its behalf, (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved, and (iii) if appropriate, reviewing and analyzing claims filed against the Debtors' estate; o. appearing before the bankruptcy court and the appellate courts; and p. assisting the committee in preparing and filing legal papers. Seward & Kissel's ordinary rates range from $975 to $1,600 per hour for partners, from $875 to $1,050 per hour for counsel, from $450 to $875 per hour for associates, and from $225 to $450 per hour for paraprofessionals. The firm's attorneys who are expected to provide the services are: John Ashmead Partner $1,400 per hour Mark Kotwick Partner $1,250 per hour Robert Gayda Partner $1,100 per hour Catherine LoTempio Associate $875 per hour Noah Czarny Associate $875 per hour Andrew Matott Associate $700 per hour John Ashmead, Esq., a partner at Seward & Kissel, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Ashmead also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Seward & Kissel did not represent the committee in the 12 months prior to the Debtors' Chapter 11 filing. The firm may represent in the future certain committee members and their affiliates in their capacities as members of official committees in other Chapter 11 cases or individually in matters wholly unrelated to the Debtors' cases. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: Seward & Kissel expects to develop a budget and staffing plan to reasonably comply with the U.S. trustee's request for information and additional disclosures, as to which the firm reserves all rights. The committee has approved Seward & Kissel's proposed hourly billing rates. Seward & Kissel can be reached through: John R. Ashmead, Esq. Seward & Kissel, LLP One Battery Park Plaza New York, NY 10004 Phone: (212) 574-1366 Fax: (212) 480-8421 Email: ashmead@sewkis.com About SC SJ Holdings and FMT SJ San Ramon-based Eagle Canyon Management's SC SJ Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel located at 170 South Market St., San Jose, Calif. The hotel is near many of the largest Fortune 1000 corporations and is a popular location for conferences and conventions, particularly in the technology industry. On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ Holdings sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10549). The cases are jointly administered under Case No. 21-10549. At the time of the filing, SC SJ Holdings disclosed assets of between $100 million and $500 million and liabilities of the same range. FMT SJ disclosed that it had estimated assets of between $500,000 and $1 million and liabilities of between $100 million and $500 million. Judge John T. Dorsey oversees the cases. The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP as their bankruptcy counsel; Cole Schotz, P.C. as co-counsel with Pillsbury; Katz, Abosch, Windesheim, Gershman & Freedman, P.A. as financial advisor; CHMWarnick, LLC as special hotel advisor; and Verity, LLC as restructuring advisor. Neil Demchick of Verity serves as the Debtors' chief restructuring officer. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on March 26, 2021. The committee tapped Seward & Kissel, LLP as bankruptcy counsel and Benesch Friedlander Coplan & Aronoff, LLP as Delaware counsel. FTI Consulting, Inc. serves as financial advisor. SLIM DOLLAR: Unsecured Creditors to Get 5% of Claims in Plan ------------------------------------------------------------ Slim Dollar Realty Associates, LLC, submitted an Amended Chapter 11 Plan and a corresponding Disclosure Statement. This Plan and Disclosure Statement under Chapter 11 of the Code propose to address claims of creditors from ongoing rent, re-writing the Promissory Note of the first mortgage holder, cram down of certain mortgages, and litigation to remove untimely attachments. The Plan provides for one class of unsecured claims, one class of secured claims, one class of unsecured mortgage holders resulting from cram downs. Class 5 unsecured mortgage holders will receive a dividend distribution of the total claim equal to a 5% dividend payable over 60 monthly installments. The Debtor's attorneys: Eleanor Wm. Dahar VICTOR W. DAHAR, P.A. 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 A copy of the Amended Disclosure Statement is available at https://bit.ly/3nH4zzJ from PacerMonitor.com. About Slim Dollar Realty Associates Slim Dollar Realty Associates, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 19 Woodhill Hooksett Road Bow, N.H. Slim Dollar Realty Associates filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 20 10761) on Aug. 24, 2020. Charles R. Sargent, Jr., manager, signed the petition. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Bruce A. Harwood oversees the case. Victor W. Dahar, P.A. serves as Debtor's legal counsel. STEWART SUPERMARKET: Seeks Cash Collateral Access ------------------------------------------------- Stewart Supermarket, LLC asks the U.S. Bankruptcy Court for the District of Nevada for authority to use cash collateral to meet the ordinary course business expenses in accordance with a budget, with a 5% variance, pay payroll and retain substitute counsel. The Debtor seeks permission to use the cash collateral that is subject to the UCC-1 filings of the lenders in order to continue payment of the ordinary course business, not to incur any additional debts, except for expenses that are necessary for the administration of the bankruptcy case, including payment of the legal fees of the Subchapter V trustee and the Debtor's attorney in the Chapter 11 bankruptcy case. The Debtor seeks a permitted amount of legal fees to pay administrative fees of its counsel and the Subchapter V trustee of $5,000 per month, subject to Bankruptcy Court approval. The Debtor purchased the supermarket business from prior owners as well as purchasing the existing equipment and inventory for an aggregate price of approximately $1 million. The Debtor pays ongoing rent of $10,000 per month to the prior owners in order to use the building. The Debtor also makes monthly payments on the purchase of the equipment and inventory in the amount of $8,900 for the next 2.5 years. Stewart was successfully operating in 2019 when it launched an expansion of services. This expansion was to be funded by a loan taken by the Debtor through a loan broker. The broker arranged for multiple loans from lenders. The lenders filed UCC-1 Security Agreements claiming a security interest in credit card receivables, inventory, equipment, deposit accounts, chattel paper, letters of creditor rights, general intangibles and all proceeds and products of the collateral. These loans required high payments on a daily basis and took them from the Debtor's accounts. In 2020, with the restrictions of Covid-19 pandemic and the shut-down of the economy and business, the Debtor suffered a lack of cash flow and decreased revenues. The Debtor has taken advantage of the Payroll Protection Payment Loans and borrowed money in the first round. The Debtor has also taken an EIDL loan with the small business administration under the CARES Act. While these loans have assisted in allowing the Debtor to continue operations, and the first PPP loan has been forgiven, it has not been sufficient to support the Debtor's debt payments. The Debtor's accounts were overwhelmed by the withdrawals of payments and were frozen by the banking institutions. The Debtor made more than $143,509 in pre-petition payments on the secured loans. Additionally, over $42,279 was garnished from the Debtor credit card processing account and operating accounts. The Debtor also attempted to negotiate a resolution of the secured lender execution efforts and paid an additional $11,111 in payments before it could not sustain the settlement payments. This amounts to more than $196,899 paid to the secured lenders in 2020. The secured lenders filed litigation actions in the State of New York. A secured lender domesticated a judgment in the State of Nevada and garnished the Debtor's operating account. In order to avoid defaulting on the payroll to its employees and ceasing operations, the Debtor filed its Voluntary Bankruptcy Petition under Chapter 11. The Debtor has a strong supermarket business of selling groceries and alcohol. The Debtor also has expanded its grocery delivery service and has an operating restaurant and check cashing business. This supplies sufficient income to finance the reorganization plan. The Debtor has reduced its operating expenses to increase its profitability in order to restructure the debt payments. The Debtor has monthly income of approximately $275,000, including $244,000 from sales, $22,000 from check cashing and $6,500 from renting space to a gaming entity to place slot machines in the supermarket. The Debtor has negotiated a post-petition increase in the gaming rental agreement to $8,200 per month. Prior to making any debt service payments, the Debtor anticipates a monthly gross profit of approximately $15,000. The Debtor is proposing to begin adequate protection payments in July to the secured lenders. A copy of the motion is available for free at https://bit.ly/3gYyqm1 from PacerMonitor.com. About Stewart Supermarket Stewart Supermarket, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 21-11508) on March 26, 2021. Maher Al-Sayegh, manager, signed the petition. At the time of filing, the Debtor disclosed $115,944 in assets and $2,367,682 in liabilities. Judge August B. Landis oversees the case. The Debtor is represented by the Law Office of Timothy P. Thomas, LLC. STONEMOR INC: To Hold May 13 Conference Call to Discuss Results --------------------------------------------------------------- StoneMor Inc. expects to release 2021 first quarter financial results on Thursday, May 13, 2021 after the market closes. In connection with this announcement, StoneMor plans to hold a conference call to discuss its results later that day at 4:30 p.m. Eastern Time. This conference call can be accessed by calling (800) 786-5706. No reservation number is necessary; however, due to the on-going pandemic, it is advised that interested parties access the call-in number 5 to 10 minutes prior to the scheduled start time to avoid delays. StoneMor will also host a live webcast of this conference call. Investors may access the live webcast via the Investors page of the StoneMor website www.stonemor.com under Events & Presentations. 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). STONEWAY CAPITAL: Bondholders Start Restructuring Venue Dispute --------------------------------------------------------------- Law360 reports that secured creditors of Canadian holding company Stoneway Capital Ltd. have told a New York bankruptcy court they wanted to resume a restructuring proceeding that was pending in Ontario before Stoneway filed for Chapter 11 protection in the Empire State. In a Friday, April 31, 2021 filing, a steering committee representing an ad hoc group of senior secured noteholders with more than $600 million of outstanding principal asked the New York bankruptcy court to lift the automatic stay imposed when Stoneway filed its petition so that they could revive the debtor's consensual restructuring in Canada. About Stoneway Capital Corp. Stoneway Capital Corporation is a limited corporation incorporated in New Brunswick, Canada, formed for the purpose of owning and operating, through its Argentine subsidiaries, power generation projects that will provide electricity to the wholesale electricity markets in Argentina. The Argentine subsidiaries operate four power-generating plants in Argentina that provide electricity to the wholesale electricity market in Argentina. Stoneway is 100% owned by GRM Energy Investment Limited. On Oct. 8, 2020, the Company commenced proceedings under the Canada Business Corporations Act (the "CBCA"). The Debtors were well on the way toward closing the consensual restructuring when on Dec. 4, 2020, the Argentine Supreme Court issued a decision in an ongoing noise discharge dispute involving one of the Generation Facilities located in Pilar, Argentina. The Argentine Supreme Court Decision created significant uncertainty as it overturned a decision of the federal appeals court in San Martin, Buenos Aires. As a result of the looming expiration of the informal standstill arrangement, the Debtors commenced chapter 11 cases in the U.S. in order to put the automatic stay in place, maintain the status quo pending resolution of the various issues in Argentina, and ensure that neither the Indenture Trustee nor the Argentine Trustee takes any action that could be detrimental or value destructive to the Company. Stoneway Capital Ltd. and five related entities, including Stoneway Capital Corp., sought Chapter 11 bankruptcy protection (Bankr S.D.N.Y. Case No. 21-10646) on April 7, 2021. Stoneway estimated liabilities of $1 billion to $10 billion and assets of $500 million to $1 billion. Shearman & Sterling LLP is the Debtors' counsel. Prime Clerk LLC is the claims agent. SWITCH LTD: Moody's Puts Ba3 CFR Under Review for Downgrade ----------------------------------------------------------- Moody's Investors Service placed Switch, Ltd.'s Ba3 corporate family rating, Ba3-PD probability of default rating, Ba1 senior secured first lien credit facility, consisting of a $400 million outstanding term loan and a $500 million revolver, and B1 rated $600 million senior unsecured notes under review for downgrade. The SGL-2 speculative grade liquidity rating is unchanged. The rating action stems from the company's plan to acquire Data Foundry, a privately-held Texas based operator of four data centers -- three owned and one leased -- in Austin and Houston markets, for $420 million utilizing all debt financing under a to-be-disclosed structure. The acquisition, expected to close in June 2021 pending FTC approval, would increase Switch's debt/EBITDA on a pro forma basis for the year-end 2020 to 5.7x from 4.4x pre-acquisition (both on a Moody's adjusted basis). On Review for Downgrade: Issuer: Switch, Ltd. Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba1 (LGD2) Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B1 (LGD5) Outlook Actions: Issuer: Switch, Ltd. Outlook, Changed To Rating Under Review From Positive RATINGS RATIONALE/ FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The focus of the review for downgrade will be on Switch's elevated debt leverage (Moody's adjusted) associated with the debt-funded Data Foundry acquisition and the ability of the company to deliver sufficient and sustained growth necessary to reduce resulting balance sheet leverage over the next two years. During its review, Moody's will also consider: i) risks associated with integrating the company's first acquisition in its corporate history of an operator with an entirely different data center design and culture compared to the highly innovative and patented data center design concepts of Switch; ii) the time and additional investment required to generate sufficient economic returns and improve EBITDA margins at the acquired entity commensurate with Switch's existing margins; iii) the pace of any deleveraging pathway back to pre-acquisition debt leverage levels (Moody's adjusted) given Data Foundry is being acquired via all new debt at a valuation level that is multiples higher than Switch's existing debt leverage (Moody's adjusted); iv) Switch's ongoing bookings, churn and revenue, EBITDA growth progress and existing capital investing plans, and; v) Switch's financial policy commitments, the financing structure for the acquisition and liquidity, and the sustainability of its longer term growth strategy. Moody's expects that upon conclusion of the review a downgrade of the CFR, if any, would be limited to one notch. Moody's views governance considerations as integral to this ratings action. Switch's financial policy has historically incorporated a prudent approach to funding cash flow deficits. The company has also maintained currently low dividends with only small annual increases. Switch regularly communicated in the past that its business growth strategy did not require high levels of debt leverage. Prior to today's ratings action, Moody's held expectations that Switch would increase its scale through steady revenue and EBITDA growth while maintaining leverage below 4x (Moody's adjusted) on a sustained basis, and that the company would prudently fund future organic or any M&A-related growth. Switch's credit profile reflects its strong growth profile and bookings trends, contracted recurring revenue, high margins, low churn, efficient capital investment and the company's market position operating some of the world's largest data centers providing retail colocation and interconnection services. The company's rating is also supported by its patent protected technology, innovative data center design concepts and value proposition that differentiates it from competitors. In addition, the company has a solid asset base relative to its debt load and owns the majority of its assets, which should allow for significant operating leverage as the business continues to scale with revenue growth in the high single-digits to low double-digits. These factors are offset by the company's moderate scale, improving but still concentrated customer profile, moderate leverage and negative free cash flow resulting from stabilized but still high capital intensity associated largely with success-based growth. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. Switch, Ltd. provides colocation space and related services to global enterprises, financial companies, government agencies and others that conduct critical business on the internet. Switch also licenses its intellectual property to data center equipment manufacturers. The company operated 12 data centers across four campuses as of December 31, 2020. TACORA RESOURCES: Moody's Assigns First Time B1 Corp. Family Rating ------------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Canadian iron ore producer Tacora Resources Inc., consisting of a B1 corporate family rating, a B1-PD probability of default rating, and a B1 senior secured rating. The ratings outlook is stable. Tacora Resources' proposed financing of US$150 million of senior secured notes, due 2026, will be used to refinance existing debt. Assignments: Issuer: Tacora Resources Inc. Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3) Outlook Actions: Issuer: Tacora Resources Inc. Outlook, Assigned Stable RATINGS RATIONALE Tacora Resources Inc. benefits from 1) high grade iron ore (65.9% Fe) produced at the Scully Mine, 2) the mine's location in Labrador Canada, an established iron ore mining region with access to infrastructure including rail, 3) good liquidity, and 4) expected conservative financial policies and maintenance of low leverage. The company is constrained by 1) a concentration of cash flows from one metal (iron ore), which has volatile pricing, 2) a single mine site with a small production relative to the major iron ore miners globally, 3) execution risk in ramping production to 6 million tonnes per year from 3 million tonnes in 2020 and reducing high operating costs ($85/tonne in 2020), and 4) a limited operational and management track record with operations having been restarted in 2018. Pro-forma for the notes offering, Tacora's adjusted debt to EBITDA was 2.7x at December 2020, and is expected to drop to 0.6x at the end of 2021. EBIT Interest coverage is expected to be about above 20x during the next 12-18 months. Moody's believe that Tacora will maintain conservative financial policies and credit metrics will be strong for its rating. Pro-forma for the transaction, Tacora has good liquidity over the next twelve months. Sources total close to $270 million, which includes a cash balance of about $130 million at Q1/21 and Moody's expectation of free cash flow of about $140 million. Uses consist of about $5 million in mandatory debt payments. The company will not have a credit facility in place proforma the transaction and will not have financial covenants. The stable outlook reflects Moody's expectation that Tacora will maintain its leverage below 2x and will generate positive free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Tacora experiences operating challenges at its mine, leading to negative cash flow generation, the company's liquidity weakens, or the company's sustained adjusted debt/EBITDA is above 2x. The ratings could be upgraded if the company is able to increase its scale and operational diversity, and reduces its cost position below $40/tonne. A upgrade would also require debt to EBITDA is maintained below 1x (0.6x expected for fiscal 2021) and the company continues to generate positive free cash flow. The principal methodology used in these ratings was Mining published in September 2018. Headquartered in Montreal, Quebec, Tacora has one operating mine in Canada, the Scully Mine in Wabush, Newfoundland and Labrador. Revenues for the twelve months ended December 2020 were approximately $674 million. TALK VENTURE: Court OKs Continued Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, has entered an order approving Talk Venture Group, Inc.'s Amended Motion to use cash collateral. The continued hearing on the matter was held on April 28, 2021 at 10 a.m. The court authorized the use of cash collateral on the same terms and conditions pending the hearing to consider confirmation of the Debtor's Chapter 11 plan. On May 3, the Court entered an Order Approving Debtor's Second Amended Disclosure Statement Describing Second Amended Chapter 11 Plan Of Reorganization and Setting Hearing on Confirmation of Plan. The confirmation hearing is currently set for June 2 at 10:00 a.m. The Debtor previously won permission to use cash collateral on an interim basis through April 28. As reported by the Troubled Company Reporter on February 7, 2020, Talk Venture Group asked the Bankruptcy Court to authorize use of cash collateral to pay necessary and ordinary expenses of its business to allow the Debtor to emerge as a reorganized entity. According to the Debtor's Cash Collateral Motion, secured creditor claims against the Debtor are estimated at $4,304,828.79, including: * Well Fargo Bank, N.A. $1,005,71 (1st priority lien), and $226,332.81 (2nd priority lien), * Bank of California $1,711,810.39 (3rd lien interest), and $84,383.79 (4th priority lien). The Ohio Dept. of Job and Family Service also asserts a priority unsecured claim estimated at $3,173.28 for tax assessment. A copy of the order is available for free at https://bit.ly/3xOR7P2 from PacerMonitor.com. About Talk Venture Group, Inc. Talk Venture Group, Inc., sells a variety of products, including baby safety products, auto towing straps, security surveillance cameras, and bicycling apparel and shoes. Talk Venture Group filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 19-14893) on Dec. 19, 2019. In the petition signed by Paul Se Won Kim, its president, the Debtor was estimated to have under $500,000 in assets and under $10 million in liabilities. The Hon. Theodor Albert oversees the case. The Debtor is represented by Michael Jay Berger, Esq., at Law Offices of Michael Jay Berger. TRUCKING & CONTRACTING: Seeks to Incur $500,000 SBA Loan -------------------------------------------------------- Trucking & Contracting Services, LLC asks the U.S. Bankruptcy Court for the District of New Mexico for authority to apply for the Affordable Care Act forgiveable PPP loan from the U.S. Small Business Administration in the amount of at least $500,000. That Debtor is in the process of working to confirm its chapter 11 plan of reorganization. The Debtor intends to use the funds to pay payroll and other expenses allowable under the PPP loan requirements. The PPP loan would be of significant help to TCS in operating its business and freeing up capital to pay its creditors under a confirmed plan. A copy of the motion is available for free at https://bit.ly/3h0Mawm from PacerMonitor.com. About Trucking & Contracting Trucking & Contracting Services, LLC, is a trucking company in the business of removing the produced water from the oil released from wells located in Southern New Mexico and West Texas. TCS runs 15 to 20 trucks on a daily basis. TCS sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.M. Case No. 19-11319-j11) on May 31, 2019, listing under $50,000 in assets and $1 million to $10 million in liabilities. Judge Robert H. Jacobvitz oversees the case. Diane Webb is the Debtor's counsel. U.S. SILICA: Incurs $20.8 Million Net Loss in First Quarter ----------------------------------------------------------- U.S. Silica Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the company of $20.78 million on $234.42 million of total sales for the three months ended March 31, 2021, compared to a net loss attributable to the company of $72.35 million on $269.60 million of total sales for the three months ended March 31, 2020. As of March 31, 2021, the Company had $2.21 billion in total assets, $1.59 billion in total liabilities, and $618.27 million in total stockholders' equity. Bryan Shinn, chief executive officer, commented, "I am pleased with our strong financial and operational performance during the first quarter. We delivered impressive results which exceeded both revenue and Adjusted EBITDA expectations. Our volumes grew in both operating segments and we recently announced another price increase for our industrial and specialty products effective as of May 1st. Industrial activity and commodity prices have rebounded from earlier this year and we are optimistic that markets are in the early stages of a broader recovery, particularly as we look ahead to the second half of 2021 and into 2022. We are well-positioned to benefit from and respond to this improving market dynamic." Shinn continued, "As a leader in the industrial minerals market, we are poised to monetize a compelling new pipeline of specialty and performance products that serve traditional end markets such as housing, food and beverage, automotive, biopharma and energy as well as emerging sustainable industries including solar energy, wind power, cleaner air, green diesel, food quality, and energy-efficient buildings. For our valued customers, we will continue to focus on ensuring that we consistently deliver the operational excellence you have come to expect from us." As of March 31, 2021, the Company had $154.4 million in cash and cash equivalents and total debt was $1.240 billion. Capital expenditures in the first quarter totaled $3.5 million. During the first quarter of 2021, the Company generated $13.6 million in cash flow from operations aided by a $16 million tax refund. The Company remains focused on building on its fundamental operating successes, its disciplined approach to expanding its business, ensuring that it generates sustainable free cash flow and continuing to de-lever its balance sheet. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1524741/000152474121000020/slca-20210331.htm About U.S. Silica Headquartered in Katy, Texas, U.S. Silica Holdings, Inc. -- http://www.ussilica.com-- is a performance materials company and is a member of the Russell 2000. The Company is a producer of commercial silica used in the oil and gas industry, and in a wide range of industrial applications. U.S. Silica's wholly-owned subsidiaries include EP Minerals and SandBox Logistics. EP Minerals is engaged in the production of products derived from diatomaceous earth, perlite, engineered clays, and non-activated clays. SandBox Logistics is a state-of-the-art leader in proppant storage, handling and well-site delivery, dedicated to making proppant logistics cleaner, safer and more efficient. The Company currently operates 24 mines and production facilities. U.S. Silica reported a net loss of $115.12 million in 2020, a net loss of $329.75 million in 2019, and a net loss of $220.82 million in 2018. UFC HOLDINGS: Moody's Affirms B2 CFR Amid Recent IPO ---------------------------------------------------- Moody's Investors Service affirmed UFC Holdings, LLC's Corporate Family Rating and senior secured credit facility rating at B2. The outlook remains stable. The net proceeds from the recent initial public offering (IPO) of UFC's parent company, Endeavor Group Holdings, Inc. (Endeavor) and additional privately raised equity will be used to fund a portion of the acquisition of the 49.9% of UFC that Endeavor doesn't already own as well as for working capital and general corporate purposes at the parent company. While 100% ownership by Endeavor would improve the ability to upstream UFC's cash to the parent company which is not a guarantor to UFC's credit facility, the additional liquidity generated by the IPO may reduce the need for additional distributions to Endeavor going forward. UFC's leverage is expected to be unchanged following the IPO, but Moody's expects Endeavor will look to refinance the existing debt at UFC going forward. The following is a summary of the actions: Affirmations: Issuer: UFC Holdings, LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B2 (LGD4) Outlook Actions: Issuer: UFC Holdings, LLC Outlook, Remains Stable RATINGS RATIONALE UFC's B2 CFR reflects high leverage (6.3x as of Q4 2020), but leverage is expected to continue to decline as health restrictions ease and the economy recovers from the impact of the pandemic. UFC benefits from its long term media and pay per view (PPV) rights agreement with ESPN which provides for a substantial portion of revenue and EBITDA and reduces volatility. MMA events are less impacted by the pandemic compared to other professional sports due to the ability to move fights to regions with less restrictive health guidelines as a result of the limited number of participants and space required to hold events compared to other team sports. The reduction in costs during the pandemic and higher sponsorship revenue led to increased EBITDA and lower leverage, despite the increase in debt in 2020. Moody's projects UFC's results to continue to improve going forward from higher contractual media, sponsorship, and merchandise revenue as a result of strong spectator interest. UFC will also continue to benefit from its position as the largest mixed martial arts promotion company, although Moody's expects competition in the industry will continue to increase going forward. A governance consideration that Moody's considers in UFC's credit profile is the expectation that Endeavor will pursue a less aggressive financial policy following the IPO and will be focused in part on debt reduction. Previously UFC maintained a highly aggressive financial policy that led to additional debt issuance and distributions to shareholders. Moody's also expects improved financial reporting and quality of information, although Endeavor's segment reporting is expected to differ from the financial reporting of UFC's credit group. Endeavor will be a controlled company with members of management and Silver Lake equity holders controlling more than 50% of the voting power through a dual class share structure. Moody's expects UFC will maintain a good liquidity profile over the next twelve months with a cash balance of $282 million as of December 31, 2020 and full access to a $205 million revolving credit facility that matures in April 2024. Moody's projects a free cash flow as a percentage of debt ratio of approximately 10% in 2021 as UFC will continue to generate good positive free cash flow prior to distributions. In 2020, $312 million in distributions were paid out to shareholders, but Moody's expects distributions to be more modest going forward. While the parent company has improved liquidity post the IPO with less of a need for distributions from its subsidiaries, it is still possible that excess cash on UFC's balance sheet could be used for debt repayment or acquisitions outside the UFC credit facility. The term loan is covenant lite and the revolver contains a 6.5x maximum first lien leverage ratio when more than 35% of the revolver is drawn. Moody's does not expect the revolver will be drawn over the next year and that the cushion of covenant compliance will remain adequate. The stable outlook reflects Moody's expectation for mid-single digit increases in revenue and EBITDA driven by higher content creation, increased contractual media revenue from both new and existing agreements as well as growth in sponsorship and merchandise revenue. Leverage is projected to decline to the 6x range in 2021 from EBITDA growth, but additional reductions in leverage could occur if a portion of free cash flow is used for debt repayment. While the debt at UFC will remain outstanding post the acquisition of the shares that Endeavor did not already own, Moody's expects the parent company will look to refinance outstanding debt going forward. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade could occur if UFC's leverage declined below 5x (including Moody's adjustments) with continued positive revenue and EBITDA growth as well as a good liquidity profile. Confidence would also be needed that the financial policy of the company would be consistent with a higher rating. A downgrade could occur if UFC's leverage was expected to be sustained above 7x (including Moody's adjustments). A weakened liquidity position or elevated concern about UFC's ability to remain in compliance with its financial covenants could also lead to a downgrade. UFC Holdings, LLC is the world's leading promoter of mixed martial arts (MMA) sports competition events. MMA is an individual combat sport with international appeal, which combines techniques from various combat sports and martial arts, including boxing, karate, judo, jiu-jitsu, kickboxing, and wrestling and is governed by the "Unified Rules of MMA". Endeavor Group Holdings, Inc. acquired the 49.9% of shares of UFC that it did not already own and completed an initial public offering in April 2021. UFC's revenues for 2020 were well over $800 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. UNIVISION COMMUNICATIONS: Moody's Reviews B2 CFR for Upgrade ------------------------------------------------------------ Moody's Investors Service placed Univision Communications, Inc.'s B2 corporate family rating, its B2-PD probability of default rating as well as the B2 rating on the company's existing senior secured facilities on review for upgrade. Moody's expects the review to conclude upon closing of Univision's merger with Grupo Televisa, S.A.B's (Televisa, Baa1 negative) content business which is expected in Q3 2021. The merger is subject to customary closing conditions, including receipt of regulatory approvals in the United States and Mexico, and Televisa shareholder approval. The Board of Directors of both Televisa and Univision have already approved the combination. Provided the merger closes as per the plans publicly presented and operating performance is consistent with Moody's expectations, Moody's would expect to upgrade the company's CFR by one notch to B1, the PDR to B1-PD and the rating on the company's existing senior secured facilities and senior secured notes to B1. Moody's also assigned a B1 rating to the new $1,050 million term loan B due 2028 and the new $1,050 million senior secured notes due 2029 to be issued by Univision. The proceeds of these will be held in an escrow account until closing of the Televisa content transaction. Should the transaction not close as expected, it would trigger a mandatory redemption for the escrowed account which would go to repay debt holders. The B1 ratings on the new term loan and secured notes are contingent upon the closing of the Televisa content transaction and reflect the expected B1 CFR post-close of the transaction. To the extent the transaction does not close and escrow proceeds are returned to investors, Moody's would expect to withdraw the ratings of these new debt instruments. On Review for Upgrade: Issuer: Univision Communications Inc. Corporate Family Rating, Placed on Review for Upgrade, currently B2 Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently B2 (LGD3) Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently B2 (LGD3) Assignments: Issuer: Univision Communications Inc. Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3) Senior Secured Bank Credit Facility, Assigned B1 (LGD3) Outlook Actions: Issuer: Univision Communications Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE On April 13, 2021, Univision announced that it had reached a definitive transaction agreement with Televisa, in which Televisa's content and media assets will be combined with Univision. The review for upgrade is expected to conclude upon closing of the transaction. Provided the merger closes as per the plans publicly presented and operating performance is consistent with Moody's expectations, Moody's would expect to upgrade the CFR to B1 upon close of the transaction. The post-transaction profile reflects Moody's expectations that the combined company will maintain leverage of around 6x in 2021 (Moody's adjusted and two year average) before declining towards 5-5.5x by the end of 2022. This is a material improvement in Univision's recent standalone leverage metrics which had been hovering around the 8-8.5x mark. The reduction in leverage in the first year comes from the balanced funding of the $4.5 billion acquisition which is being financed through $2.1 billion of new debt and equity (common and preferred). The merger enhances Univision's business profile, as the resulting Televisa-Univision entity will enjoy increased scale and combine the two companies' markets: the US, the largest Spanish language media market by value, and Mexico, the most populous Spanish language market in the world. With access to Televisa's content production infrastructure and Univision's subscriber base, the merged company is hoping to build a leading over the top (OTT) platform, targeting the Spanish speaking population which has so far lagged behind English language OTT subscriber growth. The combined entity is expected to maintain a good liquidity profile supported by expectations of free cash flow of around $350 million in 2021 and more than $400 million in 2022. Univision had around $524 million of cash and cash equivalents at the end of December 2020 and full access under its $610 million revolving bank credit facility which is expected to remain in place post transaction close. The revolver is subject to a springing maintenance covenant set at 8.5x net senior secured debt/EBITDA (as defined in the credit agreement) to be tested if utilization exceeds 35% of total revolver capacity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The review will focus on the improvement in scale, financial metrics and free cash flow generation and is likely to result in a one notch upgrade at closing if Moody's expectations are met and the transaction closes consistent with public plans. Given the review for upgrade, downward ratings pressure is currently not expected but could occur should the company experience a reversal of growth expectations, or a weakening of financial metrics. Univision Communications Inc., headquartered in New York, is a leading Spanish-language media company in the U.S. operating in two segments, Media Networks and Radio. Univision's Media Networks segment includes television operations with 61 owned or operated broadcast stations; two leading broadcast networks (Univision Network and UniMas); 10 cable networks (including Galavision, TUDN -- previously Univision Deportes Network - and Univision tlnovelas), and digital operations (including a network of online and mobile apps as well as video, music and advertising services). The company also has rights to the substantial majority of LIGA MX teams and certain UEFA properties. Univision Radio includes the company's 58 owned or operated radio stations. In 2020, Univision reported $2.5 billion in revenue and $966 million in EBITDA (Management's Adjusted OIBDA). Headquartered in Mexico City, Mexico, Televisa is a leading diversified media company in the Spanish-speaking world. The company is also an important cable and leading direct-to-home (DTH) satellite operator in Mexico. Televisa's main operations include Content, which represented around 30% of segment net sales in 2020 and comprises Advertising, Network Subscriptions, and Licensing and Syndication. In 2020, Televisa reported net sales of around $4.5 billion. The principal methodology used in these ratings was Media Industry published in June 2017. UTC LABORATORIES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: UTC Laboratories, LLC d/b/a Prima Health d/b/a Renaissance RX d/b/a RenRx Attn: Barry Griffith 935 Gravier St. Suite 2020 New Orleans, LA 70112 Business Description: UTC Laboratories operates medical and diagnostic laboratories. Chapter 11 Petition Date: May 3, 2021 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 21-10609 Judge: Hon. Meredith S. Grabill Debtor's Counsel: Laura F. Ashley, Esq. JONES, WALKER 201 St. Charles Ave. Suite 5100 New Orleans, LA 70170-5100 Tel: (504) 582-8118 E-mail: lashley@joneswalker.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Barry Griffith, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QJTW44I/UTC_Laboratories_LLC__laebke-21-10609__0001.0.pdf?mcid=tGE4TAMA VALARIS PLC: Akin Gump Advised Noteholders on Restructuring ----------------------------------------------------------- Akin Gump on May 3 disclosed that it has acted as English, Hong Kong, German and UAE counsel, and international antitrust counsel, to the ad hoc group of noteholders in relation to the financial restructuring of UK offshore drilling contractor Valaris plc and its outstanding debt liabilities of approximately $7.1 billion. Valaris is the world's largest offshore drilling company by fleet size. In August 2020, Valaris announced that it had filed a voluntary petition to commence a chapter 11 process in the U.S. Bankruptcy Court, following entry into a restructuring support agreement and backstop commitment agreement with certain of its noteholders to reorganize its financial structure and substantially reduce its debt load. The restructuring involved an equitization of the outstanding debt liabilities, the provision of a debtor-in-possession facility by the ad hoc group of noteholders and the issuance of new secured notes. The restructuring was implemented via chapter 11 and an English pre-pack administration sale. Throughout the process, Valaris continued to operate in the ordinary course of business. Judge Marvin Isgur of the U.S. Bankruptcy Court noted in his confirmation remarks that the chapter 11 plan involved a "full deleveraging" of the group and the confirmation of the plan in eight months was a "remarkable achievement." Akin Gump worked alongside Kramer Levin Naftalis & Frankel LLP in New York which acted as lead and U.S. counsel to the ad hoc group of priority guaranteed noteholders in connection with the restructuring. The Akin Gump team was led by London financial restructuring partner James Terry with counsel Jakeob Brown. The team also included Hong Kong financial restructuring partner Naomi Moore, counsel Jeremy Haywood and associate Janice Wong, Frankfurt restructuring counsel Markus Käppler and London financial restructuring associate Diana Dai; competition partner Davina Garrod, counsel Victoria Yuan and associate Sebastian Casselbrant-Multala; finance partner Stephen Peppiatt and associate Blake Sherry; financial regulatory partner Ezra Zahabi and associate Suley Siddiqui; tax partners Stuart Sinclair and Sophie Donnithorne-Tait and counsel Serena Lee; international trade partners Chiara Klaui and Christian C. Davis; corporate partner Vance Chapman, counsel Jasdeep Rai and associate Kelvin Mahal, and UAE corporate partner Rizwan Kanji and corporate counsel Hamed Afzal. Akin Gump also recently advised an ad hoc group of noteholders in the successful $4 billion financial restructuring of Noble Corporation plc. Akin Gump Strauss Hauer & Feld LLP is a leading international law firm with more than 900 lawyers in offices throughout the United States, Europe, Asia and the Middle East. About Valaris PLC Valaris plc (NYSE: VAL) provides offshore-drilling services. It is an English limited company with its corporate headquarters located at 110 Cannon St., London. On the Web: http://www.valaris.com/ On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34114). The Debtors had total assets of $13,038,900,000 and total liabilities of $7,853,500,000 as of June 30, 2020. The Debtors tapped Kirkland & Ellis LLP and Slaughter and May as their bankruptcy counsel, Lazard as investment banker, and Alvarez & Marsal North America LLC as their restructuring advisor. Stretto is the claims agent, maintaining the page http://cases.stretto.com/Valaris Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer & Feld LLP serve as legal advisors to the consenting noteholders while Houlihan Lokey Inc. serves as their financial advisor. VALARIS PLC: Emerges from Chapter 11 Bankruptcy ----------------------------------------------- Valaris Limited (NYSE: VAL) announced that, on April 30, 2021, the Valaris Group has successfully completed its financial restructuring and emerged from chapter 11. The Valaris Group's Plan of Reorganization (the "Plan") was approved and confirmed by the United States Bankruptcy Court for the Southern District of Texas on March 3, 2021. Valaris now moves forward with a strengthened capital structure, eliminating $7.1 billion of debt and securing a $520 million capital injection by issuing $550 million of new secured notes maturing in 2028. As of April 30, 2021, Valaris had $615 million of available cash, $40 million of restricted cash and $550 million of debt. "Today marks an important milestone as the Company emerges from chapter 11 with a significantly strengthened capital structure. The overwhelming support of our noteholders, bank lenders and voting shareholders has been invaluable. I want to thank everyone for their continued confidence in our business," said Tom Burke, President and Chief Executive Officer of Valaris. "The last 12 months have been challenging from many perspectives. However, I am immensely proud of our employees' hard work and commitment over this period. Our offshore crews and shore-based staff remain focused on delivering safe, efficient and reliable drilling services to our customers." Mr. Burke continued, "In the current commodity price environment, we are beginning to see the early signs of a recovery in customer demand following the downturn caused by the COVID-19 pandemic. With the elimination of more than $7 billion of debt and an injection of significant additional capital, Valaris is best positioned to take advantage of opportunities going forward." The Valaris Group emerges with the largest fleet of modern, high-specification assets in the industry. The Company's 11 drillships, five semisubmersibles and 44 jackups are capable of meeting a broad spectrum of customers' requirements across all geographies. The common stock and warrants of the new parent Company of the Valaris Group will commence trading on the New York Stock Exchange under the ticker symbols VAL and VAL WS, respectively, at market open today, Monday, May 3, 2021. Shares of Valaris plc (the former UK parent company) ("Old Valaris") ceased trading on the OTC Pink Marketplace as of April 28, 2021. Board of Directors Valaris Limited also announced the appointment of a new, seven-member Board of Directors ("Board"), together bringing extensive industry and leadership experience to the Company. The new Board is comprised of the individuals listed below: * Elizabeth Leykum * Anton Dibowitz (who joins the Board on July 1, 2021) * Dick Fagerstal * Joseph Goldschmid * Deepak Munganahalli * Jay Swent * Thomas Burke (who remains President and Chief Executive Officer) Ms. Leykum has been appointed Chair of the Board. Old Valaris As part of the implementation of the Plan, Jonathan Charles Marston and Mark Granville Firmin of Alvarez & Marsal Europe LLP were appointed as Joint Administrators ("the Joint Administrators") of Old Valaris on April 30, 2021. The affairs, business and property of Old Valaris are being managed by the Joint Administrators who act as agents without personal liability. The Joint Administrators are authorized to act as insolvency practitioners by The Institute of Chartered Accountants in England and Wales. Shortly following their appointment, the Joint Administrators completed certain transactions pursuant to the Plan (together "the UK Transaction"), resulting in the sale of substantially all of Old Valaris's assets and liabilities to the go-forward Group, of which Valaris Limited is the parent company. Following the UK Transaction, Old Valaris is no longer part of the go-forward Group. All entities other than Old Valaris are continuing to operate in the ordinary course with the benefit of a significantly delevered capital structure. Should you require any further information regarding the emergence or the UK administration of Old Valaris, please contact the Company's claims agent, Stretto, at 855-348-2032 (Toll-Free) or +1 949-266-6309 (International). Additional information can also be found on Stretto's website at http://cases.stretto.com/Valaris. About Valaris PLC Valaris plc (NYSE: VAL) provides offshore-drilling services. It is an English limited company with its corporate headquarters located at 110 Cannon St., London. On the Web: http://www.valaris.com/ On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34114). The Debtors had total assets of $13,038,900,000 and total liabilities of $7,853,500,000 as of June 30, 2020. The Debtors tapped Kirkland & Ellis LLP and Slaughter and May as their bankruptcy counsel, Lazard as investment banker, and Alvarez & Marsal North America LLC as their restructuring advisor. Stretto is the claims agent, maintaining the page http://cases.stretto.com/Valaris Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer & Feld LLP serve as legal advisors to the consenting noteholders while Houlihan Lokey Inc. serves as their financial advisor. VIVA TEXAS: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Viva Texas Cruises, Inc. 1696 FM 892 Bishop, TX 78343 Chapter 11 Petition Date: May 3, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-21128 Debtor's Counsel: Adelita Cavada, Esq. ADELITA CAVADA LAW 10004 Wurzbach #159 San Antonio, TX 78230 Tel: (210) 880-5299 E-mail: adelita@adelitacavadalaw.com Estimated Assets: $1 million to $10 million Estiamated Liabilities: $100,000 to $500,000 The petition was signed by Vidal Conde, director. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Y47J4OY/Viva_Texas_Cruises_Inc__txsbke-21-21128__0001.0.pdf?mcid=tGE4TAMA WC 5TH AND WALLER: Case Summary & 5 Unsecured Creditors ------------------------------------------------------- Debtor: WC 5th and Waller, LLC 814 Lavaca Street Austin, TX 78701 Business Description: WC 5th and Waller LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: May 4, 2021 Court: United States Bankruptcy Court Western District of Texas Case No.: 21-10358 Debtor's Counsel: Mark H. Ralston, Esq. FISHMAN JACKSON RONQUILLO, PLLC 13155 Noel Road, Suite 700 Dallas, TX 75240 Tel: (972) 419-5544 E-mail: mhralston@gmail.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Natin Paul, authorized agent. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/POXJOII/WC_5th_and_Waller_LLC__txwbke-21-10358__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Five Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Geary Porter & Donovan PC $9,302 PO Box 700248 Dallas, TX 75370-0248 2. Manfred Sternberg & Associates PC $8,405 1700 Post Oak Blvd Houston, Texas 77056 3. Waterloo Surveyors, Inc. $2,598 PO Box 160176 Austin, Texas 78716-0176 4. Alliance Tax Advisors $1,177 433 E Las Colinas Blvd Irving, Texas 75039 5. City of Austin $848 PO Box 2267 Austin, Texas 78783-2267 WC SOUTH CONGRESS: Taps Cushman & Wakefield as Real Estate Broker ----------------------------------------------------------------- WC South Congress Square, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Cushman & Wakefield US, Inc. as real estate broker. The Debtor requires a real estate broker to market and sell its real property in Austin, Texas. The properties include a multi-family residential building with 115 rental units and two adjacent office buildings with a total of over 70,000 square feet of office space. The firm will be paid a commission of 0.75 percent of the sales price. Mike McDonald, vice chairman of Cushman & Wakefield US, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mike McDonald Cushman & Wakefield US, Inc. 2021 McKinney Avenue, Suite 900 Dallas, TX 75201 Tel: (972) 663-9921 About WC South Congress Square Based in Austin, Texas, WC South Congress Square LLC owns a multi family apartment community with 115 rental units located at 500 South Congress Avenue in Austin, as well as two adjacent office buildings with a total of over 70,000 square feet of office space. The managing member of the Debtor is World Class Holdings VI, LLC, which is controlled by Natin Paul, a real estate entrepreneur very active in the Austin market. WC South Congress Square sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-11107) on Oct. 6, 2020. Natin Paul, manager of general partner, signed the petition. At the time of the filing, the Debtor had estimated assets of between $50 million and $100 million and liabilities of between $10 million and $50 million. Judge Tony M. Davis oversees the case. Fishman Jackson Ronquillo, PLLC and Columbia Consulting Group, PLLC serve as the Debtor's legal counsel and financial advisor, respectively. WHITE STALLION ENERGY: Seeks to Amend Final Cash Collateral Order ----------------------------------------------------------------- At the behest of White Stallion Energy, LLC and affiliates, the Hon. Laurie Selber Silverstein entered a bridge order extending the termination date under the final cash collateral order. The Bridge Order authorizes the Debtors to use Cash Collateral solely to the extent permitted by, and as set forth in, the Budget upon the earlier of (a) the occurrence of an Event of Default, unless waived in writing by the Agent on behalf of the Secured Parties in their sole discretion and (b) May 17, 2021. White Stallion and affiliates asked the U.S. Bankruptcy Court for the District of Delaware to enter an order amending the Final Cash Collateral Order to extend the outside Termination Date thereunder from May 14 to June 30, 2021, and to allow for additional consensual extensions of the Termination Date, by agreement of the Debtors, the Agent, and the Lenders, without further need for court approval. On February 1, 2021, the Court entered the Final Cash Collateral Order, whereby the Court authorized the Debtors to use Cash Collateral through May 14. Since the date of entry of the Final Cash Collateral Order, the Debtors have sought, and the Agent and the Lenders have agreed to, three modifications of the Budget to account for, among other things, weather-related and other delays in train shipments, delays in cash receipts, and other related issues that have caused or would have caused Events of Default under the Final Cash Collateral Order. The Debtors and the Lenders have agreed on a modified Budget that contemplates the use of cash collateral through Friday, June 25, 2021. The Debtors propose, and the Agent and the Lenders consent, to extend the outside Termination Date under the Final Cash Collateral Order to June 30, 2021, to provide several days' cushion after the New Budget Termination Date. The Debtors, the Agent, the Lenders, and the Committee have been working collaboratively with their respective advisors to progress a value-maximizing sale process in these Bankruptcy Cases. The Debtors anticipate seeking approval of one or more sales of their assets and closing any such sales, in each case before the New Budget Termination Date. The Debtors submit that a brief extension of the Termination Date from May 14 to June 30, 2021, will permit the Debtors to conclude a sale process and provide an opportunity to create value for the estate and its creditors. Moreover, the establishment of a sale process and the subsequent results will provide clarity as to the direction in which these cases are headed in short order. About White Stallion Energy White Stallion Energy, LLC, was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. On Jan. 26, 2021, Eagle River Coal, LLC filed a voluntary Chapter 11 petition. Eagle River is seeking for its case to be jointly administered with the Initial Debtors' cases. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc., as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as financial advisor. Riverstone Credit Management, LLC serves as DIP Agent. Its advisors are Bailey & Glasser LLP and Simpson Thacher & Bartlett LLP. WJA ASSET: TD Opportunity's Disclosures Hearing Delayed to June 16 ------------------------------------------------------------------ Judge Scott C. Clarkson has entered an order that the hearing on the adequacy of the Disclosure Statement Describing Chapter 11 Plan of Liquidation of TD Opportunity Fund, LLC, filed April 8, 2021, set for May 20, 2021, is CONTINUED to June 16, 2021, at 1:30 p.m. Debtor shall provide notice of the continued hearing by no later than May 6, 2021. As reported in the TCR, TD Opportunity Fund, LLC, a California limited liability company and a Debtor Affiliate of WJA Asset Management, LLC, filed a Disclosure Statement Describing its Chapter 11 Plan of Liquidation dated April 8, 2021. The Plan is a liquidation plan which contemplates that the Debtor will liquidate its assets and distribute the proceeds and funds on hand to its creditors in accordance with the priorities set forth in the Bankruptcy Code. A full-text copy of TD Opportunity's Disclosure Statement dated April 8, 2021, is available at https://bit.ly/3g2pKKW from PacerMonitor.com at no charge. About WJA Asset Management Luxury Asset Purchasing International, LLC, et al., are part of a network of entities or "Funds" formed to offer a range of investment opportunities to individuals. Many of the existing funds are performing and some Funds had substantial gains. However, certain Funds, i.e., those invested in private trust deeds secured by real estate, suffered losses. William Jordan Investments, Inc. ("Advisor"), is a registered investment advisor. Laguna Hills, California-based WJA Asset Management, LLC ("Manager"), is the managing member of Luxury, et al. William Jordan was the president and sole owner of Advisor and was the sole member and manager of Manager. On May 18, 2017, Luxury and its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. On May 25, 2017, four other affiliates filed voluntary Chapter 11 petitions. On June 6, 2017, CA Real Estate Opportunity Fund III filed its Chapter 11 petition. The Debtors' cases are jointly administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the Debtors continue to operate their businesses and manage their affairs as DIP. Pursuant to court orders, Howard Grobstein is now serving as the chief restructuring officer of the Debtors and Mr. Jordan no longer has any ongoing role in the Debtors' operations. At the time of the filing, WJA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Scott C. Clarkson presides over the cases. Lei Lei Wang Ekvall, Philip E. Strok, Robert S. Marticello, and Michael L. Simon, at Smiley Wang Ekvall, LLP, are serving as counsel to the Debtors. Ann Moore of Norton Moore Adams has been tapped as special counsel. Elite Properties Realty is the broker. WME IMG: Moody's Affirms B3 CFR & Alters Outlook to Stable ---------------------------------------------------------- Moody's Investors Service affirmed WME IMG, LLC's B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 first lien credit facility ratings issued by subsidiary William Morris Endeavor Entertainment, LLC. The outlook for WME IMG was changed to stable from negative. The change in the outlook and affirmation of the ratings reflect the recent initial public offering (IPO) of WME IMG's parent company, Endeavor Group Holdings, Inc. (Endeavor) and additional privately raised equity. The net proceeds will be used to fund a portion of the acquisition of the 49.9% of UFC Holdings, LLC (UFC) that Endeavor doesn't already own as well as for working capital and general corporate purposes at the parent company. Endeavor's improved liquidity will provide additional resources to support WME IMG as it recovers from the coronavirus pandemic and fund pending acquisitions. While Endeavor and UFC are not guarantors to WME IMG's credit agreement, WME IMG is expected to benefit from the implied support provided by Endeavor and UFC. Endeavor's ownership of 100% of UFC, which benefits from contractual media agreements, will increase the ability to upstream excess cash from UFC if needed going forward. Moody's expects Endeavor will look to refinance the existing debt at WME IMG going forward. Affirmations: Issuer: WME IMG, LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Issuer: William Morris Endeavor Entertainment, LLC Senior Secured Bank Credit Facility, Affirmed B3 (LGD3) Outlook Actions: Issuer: William Morris Endeavor Entertainment, LLC Outlook, Changed To Stable From No Outlook Issuer: WME IMG, LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE WME IMG's B3 CFR reflects the extremely high leverage levels as operations were substantially impacted by the coronavirus pandemic's impact on the ability to hold live events and complete entertainment production as scheduled. Moody's expects results will improve as health restrictions continue to ease and the economy recovers from the pandemic, but performance is not expected to return to pre-pandemic levels until 2022 or 2023. Media content and sports programming will likely be the first businesses to recover with attendance revenue improving more gradually as health restrictions ease. International revenues will take longer to return to prior levels as some regions recover from the pandemic at slower rates and the concert business is not expected to return to prior levels until 2022 due to continuing limitations of mass gatherings. WME IMG benefits from its size and global scale, as well as diversified operations in client representation, event operations, distribution of media, sponsorship, marketing and other services. While WME IMG does not own a significant amount of content or events, ownership of events has increased in recent years. The majority of costs are variable which has helped WME IMG manage through the pandemic. Moody's also expects that WME IMG will benefit from the increasing value of original content worldwide as the impact of the coronavirus subsides, as well as from revenue synergies as the organization utilizes existing relationships within television, film, sports, music, and advertising to grow the business. Moody's expects WME IMG's governance to improve as Endeavor operates as a public company with improved financial reporting and quality of information, although Endeavor's segment reporting is expected to differ from the financial reporting of WME IMG's credit group. Endeavor's owned sports properties division will include operations from UFC as well as owned sports properties from WME IMG. Endeavor will also be a controlled company with members of management and Silver Lake equity holders controlling more than 50% of the voting power through a dual class share structure. Moody's projects that Endeavor will pursue a more conservative financial policy as a public company with the goal to reduce net leverage, although additional acquisitions are also likely. Historically, WME IMG frequently issued additional debt to help fund acquisitions which negatively impacted the credit profile. Stock compensation and partner distributions at WME IMG were also relatively high historically and the company has used its balance sheet to provide liquidity to employees to monetize a portion of their equity holdings. While stock compensation will remain relatively high following an IPO, the partner distributions should decline and employees will have the ability to sell their equity positions in the open market and not be reliant on the balance sheet of WME IMG to support such activity. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of the sports and entertainment industries from the current weak US economic activity and a recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under Moody's ESG framework, given the substantial implications for public health and safety WME IMG is expected to have adequate liquidity from cash on the balance sheet of approximately $530 million as of December 31, 2020 and a $200 million revolver. The revolver balance was $163 million as of Q4 2020, but the revolver was repaid with cash on the balance sheet in Q1 2021. The revolver maturity will be extended to May 2024 from 2023 as part of a recent amendment with the revolving credit lenders. WME IMG's free cash flow (FCF) was negative in 2020, but the company was able to sell assets to boost liquidity given the substantial portfolio of assets. While FCF will remain negative in the next few quarters, WME IMG's existing liquidity as well as the improved liquidity position at Endeavor are projected to provide sufficient resources to manage through the remainder of the pandemic. Given Endeavor's 100% ownership of UFC, WME IMG could benefit from the upstream of UFC's cash balance if operations at WME IMG recover at a slower pace than projected. The revolver is subject to a maximum leverage ratio covenant when greater than 35% of the revolver is drawn, but the term loan is covenant lite. The recent amendment waives the maximum leverage covenant through the end of 2021. Moody's expects that WME IMG will remain in compliance with the revolver covenant over the next year and would be able to obtain an amendment if needed in the future. The stable outlook incorporates Moody's expectation of a gradual recovery in performance led by media and sports content and aided by recent acquisitions. The improved liquidity position of Endeavor is projected to provide sufficient liquidity for WME IMG to operate as the agency recovers from the pandemic and benefits from its strong position in the entertainment and sports industry. A portion of Endeavor's IPO proceeds will likely be used for debt repayment and Moody's expects the parent company will look to refinance outstanding debt going forward. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade if WME IMG's leverage is projected to decline below 6.5x on a sustained basis and free cash flow as a percentage of debt in the mid-single digits. Positive organic growth and confidence that the company would pursue a financial policy in line with a higher rating would also be required. Moody's would downgrade WME IMG's ratings if there is ongoing cash usage or poor operating performance that leads to an elevated risk of default or an expectation of a distressed debt exchange. Expectations that leverage will be sustained above 8.5x, an EBITDA minus capex to interest ratio below 1x, or concern that WME IMG may not be able to obtain an amendment if needed may also lead to a downgrade. WME IMG, LLC (WME IMG) (d/b/a Endeavor) is a diversified global company with operations in client representation, event operations, distribution of media, sponsorship and licensing rights, as well as marketing and other services. William Morris Endeavor Entertainment, LLC bought IMG Worldwide Holdings, LLC (IMG) in May 2014 for approximately $2.4 billion with equity financing from Silver Lake Partners in the amount of $461 million. Parent company Endeavor Group Holdings, Inc. completed an initial public offering in April 2021. Reported revenue as of LTM Q4 2020 was approximately $2.6 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. YOGAWORKS INC: Court Approves Bankruptcy Liquidation Plan --------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Bankrupt yoga studio chain YogaWorks Inc. won preliminary court approval to liquidate the remainder of its estate, having wrapped up the sale of its business assets late last 2020. The company's Chapter 11 plan was "largely uncontested" and showed that "everyone was working very hard" to maximize stakeholder value, Judge Karen B. Owens of the U.S. Bankruptcy Court for the District of Delaware said at a hearing Tuesday, May 4, 2021. The judge said she would approve the plan as soon as the company filed a final version. About YogaWorks Inc. YogaWorks, Inc., is a provider of progressive and quality yoga that promotes total physical and emotional well-being. It caters to students of all levels and ages with both traditional and innovative programming. YogaWorks is also an international teaching school, cultivating the richest yoga talent from around the globe and setting the gold standard for teaching. On the Web http://www.yogaworks.com/ YogaWorks, Inc., and Yoga Works, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12599) on Oct. 14, 2020. In the petition signed by CEO Brian Cooper, YogaWorks was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped Shulman Bastian Friedman & Bui LLP as restructuring counsel, Cozen O'Connor as Delaware restructuring counsel, and Force Ten Partners, LLC as financial advisor. BMC Group, Inc., is the claims agent. On Oct. 27, 2020, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors in the chapter 11 cases. The committee tapped Kilpatrick Townsend & Stockton LLP and Morris James LLP as its legal counsel and Dundon Advisers LLC as its financial advisor. ZAYAT STABLES: Owner's Bid to Probe Bankruptcy Trustee Denied ------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that a bankruptcy judge rejected an attempt by Ahmed Zayat, the bankrupt owner of Triple Crown winner American Pharoah, to subpoena the trustee overseeing his Chapter 7 case, allowing an investigation over his assets to continue uninterrupted. Trustee Donald Biase is conducting a probe over Zayat's assets and liabilities during the complex Chapter 7 case. Zayat is entitled to receive a copy of any final reports related to the value of his real property assets, Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey said during a hearing Tuesday, May 4, 2021. About Zayat Stables Headquartered in Hackensack, New Jersey, Zayat Stables owned 203 thoroughbred horses. The horses, which are collateral for the bank loan, are worth $37 million, according to an appraisal mentioned in a court paper. Ahmed Zayat said in a court filing that he personally invested $40 million in the business. The Company filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 10-13130) on Feb. 3, 2010. The Company estimated $10 million to $50 million in assets and the same range of liabilities as of the bankruptcy filing. The Debtor tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy counsel. [*] Philadelphia's Chapter 11 Filings Down 27% in 1st Quarter ------------------------------------------------------------- Jeff Blumenthal of the Philadelphia Business Journal reports that the number of Chapter 11 bankruptcies filed in local federal courts fell in the first quarter by 27% from the previous quarter and by 38% from the height of the pandemic in the second quarter of 2020, according to data released by the U.S. Courts this week, as government aid programs appear to have provided many businesses with a buffer from Covid-19's crippling economic impact. In the 3rd Circuit Court of Appeals, which includes Pennsylvania, New Jersey, Delaware and the Virgin Islands, there were 390 Chapter 11 filings in the first quarter, down from 533 in the fourth quarter of 2020, 468 in the third quarter and 629 in the second quarter, when the pandemic’s impact was first felt. Virtually all of those filings were in the bankruptcy haven of Delaware, which saw 328 businesses seek Chapter 11 protection compared to 476 in the fourth quarter of last year, 383 in the third quarter and 595 in the second quarter. The most recent numbers are still elevated from pre-pandemic 2019, when there were 606 Chapter 11 filings all year. But the decline is a sign that fewer businesses are in a state of desperation. Nationally, Delaware was home to 23% of all business Chapter 11 filings during the first quarter of 2021. The only other venue with more than 100 filings was the Southern District of Texas, which had 223. Situated in Houston, that court is often where energy companies have sought bankruptcy protection during the pandemic. The Southern District of New York only had 30 filings, compared to 280 in the second quarter of last year when the pandemic first began to rage. Chapter 11 business filings in the District of New Jersey (38) and the Eastern District of Pennsylvania (9) were actually up from the fourth quarter. When choosing where to file, companies can select any state in which they are incorporated or operate affiliates. That allowed Delaware to join Manhattan as the nation's most popular bankruptcy venues in the 1990s, as many companies are incorporated there and the Wilmington judges were seen as more sophisticated and predictable. More than half of the Fortune 500 are incorporated in the First State, where the Delaware Court of Chancery is viewed as a preeminent forum for resolving disputes involving the internal affairs of businesses and also is a major center for intellectual property cases. As bankruptcy filings in Delaware grew, the volume of the caseload and average case size in Philadelphia’s court shrank. The bankruptcy cases filed in Delaware since the pandemic began were among the biggest. Hertz Corp.’s filing last year was the largest with $25.8 billion in assets — good enough to rank as the 24th-largest public company bankruptcy case in history. Other major 2020 filings in Delaware included tobacco supplier Pyxus International, 24 Hour Fitness, GNC Holdings, Cirque du Soleil, Lucky Brands, Brooks Brothers, and big screen software and display maker Prysm. Companies filing in Delaware this year include Holiday Inn Resort Orlando Suites, Alamo Drafthouse Cinema and Christopher & Banks Corp. Hogan Lovells partner Kevin J. Carey, a former U.S. bankruptcy judge who served five years in Philadelphia and 15 in Delaware before retiring from the bench in late 2019, said he has seen caseflow dissipate in recent months as many businesses have been able to stave off doomsday scenarios due to federal stimulus packages that included initiatives such as the Paycheck Protection Program. "Now that I am on the other side, I have seen that business filings have slowed," Carey said. "It's a sign that the economy is coming back. But it’s hard to say what’s going to happen next." Carey said commercial real estate could play a major role in determining the pace of business bankruptcies in the post-pandemic world. Lenders could ultimately lose patience with landlords having trouble renting out properties or collecting from tenants. Among companies based in the Philadelphia region, perhaps the most notable was shopping mall operator Pennsylvania Real Estate Investment (PREIT), which filed in Delaware in November 2020, listing $2.4 billion in assets. PREIT (NYSE: PEI) is a perfect example of the Philadelphia region's economy still being impacted by big business Chapter 11 filings despite not many of them being headquartered here. Companies that operate national retail chains such as J.Crew, Gold's Gym, Neiman Marcus, J.C. Penney, Le Pain Quotidien, Chuck E. Cheese, New York & Co., Ann Taylor, Lane Bryant, California Pizza Kitchen, Lord & Taylor, Men’s Wearhouse and Jos. A. Bank have filed for Chapter 11 protection. Local mall and shopping center landlords have been affected dramatically by the bankruptcies of big box retail tenants. They might not be debtors in these cases, but mall and retail center owners have seen their revenue streams severely compromised – especially since some of these tenants were demanding concessions on rent even before they filed for Chapter 11. And with the trend toward digital shopping accelerating during the pandemic, landlords could have problems replacing them. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Anthony W. Morris Bankr. M.D. Fla. Case No. 21-02146 Chapter 11 Petition filed April 28, 2021 represented by: James Elliott, Esq. In re Sand Dollar Charters, LLC Bankr. M.D. Fla. Case No. 21-01957 Chapter 11 Petition filed April 28, 2021 See https://www.pacermonitor.com/view/ZDWUSSA/Sand_Dollar_Charters_LLC__flmbke-21-01957__0001.0.pdf?mcid=tGE4TAMA represented by: Peter H. Thomson, Esq. THOMSON LAW OFFICES, LLC E-mail: pht@thomsonlawofficesllc.com In re Neil Ruebens Bankr. S.D. Fla. Case No. 21-14089 Chapter 11 Petition filed April 28, 2021 represented by: Robert Furr, Esq. In re AUSJ-MICH LLC Bankr. N.D. Miss. Case No. 21-10832 Chapter 11 Petition filed April 28, 2021 See https://www.pacermonitor.com/view/AU7AT4Q/AUSJ-MICH_LLC__msnbke-21-10832__0002.0.pdf?mcid=tGE4TAMA represented by: D. Dewayne Hopson Jr., Esq. HOPSON LAW GROUP E-mail: dewaynehopson@hopsonlawfirm.net In re DM Land, Inc. Bankr. N.D.N.Y. Case No. 21-60358 Chapter 11 Petition filed April 28, 2021 See https://www.pacermonitor.com/view/WGZMCQA/DM_Land_Inc__nynbke-21-60358__0001.0.pdf?mcid=tGE4TAMA represented by: Peter A. Orville, Esq. ORVILLE & MCDONALD LAW, P.C. In re P2 Oakland CA, LLC Bankr. N.D. Cal. Case No. 21-40604 Chapter 11 Petition filed April 29, 2021 See https://www.pacermonitor.com/view/MDQRNRQ/P2_Oakland_CA_LLC__canbke-21-40604__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Teresa Ames Hughes Bankr. N.D. Miss. Case No. 21-10841 Chapter 11 Petition filed April 29, 2021 In re DTJ Property, LLC Bankr. S.D. Miss. Case No. 21-50521 Chapter 11 Petition filed April 29, 2021 See https://www.pacermonitor.com/view/B42PD2Q/DTJ_Property_LLC__mssbke-21-50521__0001.0.pdf?mcid=tGE4TAMA represented by: Nicholas T. Grillo, Esq. GRILLO LAW FIRM E-mail: grillolawms@gmail.com In re The Gathering Place of Columbus Bankr. S.D. Ohio Case No. 21-51509 Chapter 11 Petition filed April 29, 2021 See https://www.pacermonitor.com/view/HJF2QOY/The_Gathering_Place_of_Columbus__ohsbke-21-51509__0001.0.pdf?mcid=tGE4TAMA represented by: Derek Shaw, Esq. CALIG LAW FIRM E-mail: measter@caliglaw.com In re Capital Monetization Management, LLC Bankr. M.D. Pa. Case No. 21-00957 Chapter 11 Petition filed April 29, 2021 See https://www.pacermonitor.com/view/Q5IHVLA/Capital_Monetization_Management__pambke-21-00957__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Russell Thomas Coats, Sr. Bankr. S.D. Tex. Case No. 21-60042 Chapter 11 Petition filed April 29, 2021 represented by: Richard Fuqua, Esq. In re Alexander L. Loukaides Bankr. C.D. Cal. Case No. 21-11100 Chapter 11 Petition filed April 30, 2021 represented by: Andy Warshaw, Esq. In re Chor Nar Siu Ng Bankr. N.D. Cal. Case No. 21-40614 Chapter 11 Petition filed April 30, 2021 See https://www.pacermonitor.com/view/F6FEF6Y/Chor_Nar_Siu_Ng__canbke-21-40614__0001.0.pdf?mcid=tGE4TAMA represented by: Chris Kuhner, Esq. KORNFIELD, NYBERG, BENDES, KUHNER & LITTLE P.C. In re Eva Liou Bankr. N.D. Cal. Case No. 21-40615 Chapter 11 Petition filed April 30, 2021 represented by: Michael St. James, Esq. In re Kai Fung Ng Bankr. N.D. Cal. Case No. 21-30325 Chapter 11 Petition filed April 30, 2021 represented by: Brent Meyer, Esq. In re Mark E. Smith and Wendy A. Smith Bankr. D. Mass. Case No. 21-40349 Chapter 11 Petition filed April 30, 2021 represented by: Michael Van Dam, Esq. In re Spry Publishing, LLC Bankr. E.D. Mich. Case No. 21-43817 Chapter 11 Petition filed April 30, 2021 See https://www.pacermonitor.com/view/YZ5XL7Y/Spry_Publishing_LLC__miebke-21-43817__0001.0.pdf?mcid=tGE4TAMA represented by: Elliot G. Crowder, Esq. STEVENSON & BULLOCK, P.L.C. E-mail: ecrowder@sbplclaw.com In re Chicago Doughnut Franchise Company LLC Bankr. D. Nev. Case No. 21-12278 Chapter 11 Petition filed April 30, 2021 See https://www.pacermonitor.com/view/D7SG7QY/CHICAGO_DOUGHNUT_FRANCHISE_COMPANY__nvbke-21-12278__0001.0.pdf?mcid=tGE4TAMA represented by: Gregory L. Wilde, Esq. WILDE & ASSOCIATES, LLC E-mail: greg@wildelawyers.com In re Lada Motors Inc. Bankr. D.N.J. Case No. 21-13618 Chapter 11 Petition filed April 30, 2021 See https://www.pacermonitor.com/view/UURHJ5I/Lada_Motors_Inc__njbke-21-13618__0001.0.pdf?mcid=tGE4TAMA represented by: David A. Ast, Esq. ASTt & SCHMIDT, P.C. E-mail: david@astschmidtlaw.com In re Otto H. Diaz, Jr. Bankr. M.D. Tenn. Case No. 21-01382 Chapter 11 Petition filed April 30, 2021 represented by: LEFKOVITZ AND LEFKOVITZ, PLLC In re Lakewood Energy Solutions, LLC Bankr. N.D. Tex. Case No. 21-41079 Chapter 11 Petition filed April 30, 2021 See https://www.pacermonitor.com/view/5Y4IU2Q/Lakewood_Energy_Solutions_LLC__txnbke-21-41079__0001.0.pdf?mcid=tGE4TAMA represented by: Lynn Hamilton Butler, Esq. HUSCH BLACKWELL LLP E-mail: lynn.butler@huschblackwell.com In re Collision Network, Inc. Bankr. W.D. Tex. Case No. 21-50515 Chapter 11 Petition filed April 30, 2021 See https://www.pacermonitor.com/view/M6TZOCY/Collision_Network_Inc__txwbke-21-50515__0001.0.pdf?mcid=tGE4TAMA represented by: Dean W. Greer, Esq. DEAN W. GREER E-mail: dean@dwgreerlaw.com In re Douglas Kevin Smith Bankr. W.D. Tex. Case No. 21-50519 Chapter 11 Petition filed April 30, 2021 represented by: Daniel Paez, Esq. In re Esther Laura Bonilla Bankr. W.D. Tex. Case No. 21-50516 Chapter 11 Petition filed April 30, 2021 represented by: Morris White, Esq. In re Eric William Kludt Bankr. D. Ariz. Case No. 21-03359 Chapter 11 Petition filed May 3, 2021 represented by: Michael W. Carmel, Esq. MICHAEL W. CARMEL, LTD. In re Leon Fingergut Bankr. C.D. Cal. Case No. 21-13658 Chapter 11 Petition filed May 3, 2021 represented by: Kim S. Collins, Esq. In re Stephen J. Jung Bankr. C.D. Cal. Case No. 21-11146 Chapter 11 Petition filed May 3, 2021 represented by: Raymond Aver, Esq. In re The 4354 Pineview Drive Land Trust Bankr. N.D. Ga. Case No. 21-53482 Chapter 11 Petition filed May 3, 2021 See https://www.pacermonitor.com/view/AHVDHYI/The_4354_Pineview_Drive_Land_Trust__ganbke-21-53482__0001.0.pdf?mcid=tGE4TAMA represented by: Gai Lynn McCarthy, Esq. KPPB LAW E-mail: gmccarthy@kppblaw.com In re The 4712 Meadows Road Land Trust Bankr. N.D. Ga. Case No. 21-53483 Chapter 11 Petition filed May 3, 2021 See https://www.pacermonitor.com/view/ABZFXCI/The_4712_Meadows_Road_Land_Trust__ganbke-21-53483__0001.0.pdf?mcid=tGE4TAMA represented by: Gai Lynn McCarthy, Esq. KPPB LAW E-mail: gmccarthy@kppblaw.com In re Pershan Singh Mann and Jasbir K Mann Bankr. N.D. Ill. Case No. 21-05863 Chapter 11 Petition filed May 3, 2021 represented by: Joel Schechter, Esq. In re Lori Ann DiFabio Bankr. E.D. Pa. Case No. 21-11278 Chapter 11 Petition filed May 3, 2021 represented by: David Smith, Esq. SMITH KANE HOLMAN, LLC E-mail: dsmith@skhlaw.com In re Blacklick Hotspot Corp. Bankr. W.D. Pa. Case No. 21-70209 Chapter 11 Petition filed May 3, 2021 See https://www.pacermonitor.com/view/YO6SI3I/Blacklick_Hotspot_Corp__pawbke-21-70209__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey T. Morris, Esq. ELLIOTT & DAVIS PC E-mail: morris@elliott-davis.com In re Danny R. Bartel and Brenda Sue Bartel Bankr. N.D. Tex. Case No. 21-41082 Chapter 11 Petition filed May 3, 2021 represented by: Craig Davis, Esq. In re Morris Rails Real Estate LLC Bankr. N.D. Tex. Case No. 21-30854 Chapter 11 Petition filed May 3, 2021 See https://www.pacermonitor.com/view/5ODXTOY/Morris_Rails_Real_Estate_LLC__txnbke-21-30854__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Electro Sales & Service, Inc. Bankr. W.D. Tex. Case No. 21-50546 Chapter 11 Petition filed May 3, 2021 See https://www.pacermonitor.com/view/FGXLQBI/Electro_Sales__Service_Inc__txwbke-21-50546__0001.0.pdf?mcid=tGE4TAMA represented by: David T. Cain, Esq. LAW OFFICE OF DAVID T. CAIN E-mail: caindt@swbell.net In re MSLHD - Kirk, LLC Bankr. W.D. Va. Case No. 21-70356 Chapter 11 Petition filed May 3, 2021 See https://www.pacermonitor.com/view/AYCJHMY/MSLHD_-_Kirk_LLC__vawbke-21-70356__0001.0.pdf?mcid=tGE4TAMA represented by: Andrew S. Goldstein, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, P.C. E-mail: agoldstein@mglspc.com In re Ultimate Towing & Recovery, LLC Bankr. C.D. Cal. Case No. 21-11152 Chapter 11 Petition filed May 4, 2021 See https://www.pacermonitor.com/view/AVSA3TA/Ultimate_Towing__Recovery_LLC__cacbke-21-11152__0001.0.pdf?mcid=tGE4TAMA represented by: Michael R. Totaro, Esq. TOTARO & SHANAHAN E-mail: Ocbkatty@aol.com In re Miller Martinez Fernando and Malou Pangilinan Fernando Bankr. N.D. Cal. Case No. 21-30336 Chapter 11 Petition filed May 4, 2021 represented by: Arasto Farsad, Esq. In re Global Caribbean, Inc. Bankr. S.D. Fla. Case No. 21-14402 Chapter 11 Petition filed May 4, 2021 See https://www.pacermonitor.com/view/WUQFRVQ/Global_Caribbean_INc__flsbke-21-14402__0001.0.pdf?mcid=tGE4TAMA represented by: Brian S. Behar, Esq. BEHAR, GUTT & GLAZER, P.A. E-mail: bsb@bgglaw.com In re Elite Partners, Inc. Bankr. N.D. Ga. Case No. 21-53494 Chapter 11 Petition filed May 4, 2021 In re GB Ministries Inc. Bankr. N.D. Ga. Case No. 21-53520 Chapter 11 Petition filed May 4, 2021 In re 574 White Street LLC Bankr. D.N.J. Case No. 21-13723 Chapter 11 Petition filed May 4, 2021 See https://www.pacermonitor.com/view/KOZNPWY/574_White_Street_LLC__njbke-21-13723__0001.0.pdf?mcid=tGE4TAMA represented by: Andre L. Kydala, Esq. LAW FIRM OF ANDRE L. KYDALA E-mail: kydalalaw@aim.com In re Oleg Reyngach Bankr. E.D.N.Y. Case No. 21-41231 Chapter 11 Petition filed May 4, 2021 In re Meri Genis Bankr. E.D.N.Y. Case No. 21-41232 Chapter 11 Petition filed May 4, 2021 In re Boris Kovler Bankr. E.D.N.Y. Case No. 21-41233 Chapter 11 Petition filed May 4, 2021 In re Locke and Key Realty Bankr. S.D. Tex. Case No. 21-31516 Chapter 11 Petition filed May 4, 2021 See https://www.pacermonitor.com/view/ZM4KT5I/Locke_and_Key_Realty__txsbke-21-31516__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se ********* 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. 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