/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210705.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, July 5, 2021, Vol. 25, No. 185 Headlines 12 UNIVERSITY: Seeks Court Approval to Hire FORSarchitecture 14 N. CASS: Seeks to Tap David Lloyd as Bankruptcy Counsel 1400 NORTHSIDE: Committee Taps Ogier Rothschild as Legal Counsel 3G PRODUCTIONS: Seeks Cash Collateral Access 3G PRODUCTIONS: Voluntary Chapter 11 Case Summary 413-421 20TH STREET: Files Liquidating Plan, Unsecs. Not Impaired AIRPORT VAN RENTAL: May Use Cash Collateral Thru Dec. 1 ALEX AND ANI: Seeks to Hire Kirkland & Ellis as Bankruptcy Counsel ALEX AND ANI: Seeks to Hire Klehr Harrison as Local Counsel ALEX AND ANI: Seeks to Hire Portage Point as Financial Advisor ALEX AND ANI: Taps Katten Muchin Rosenman as Special Counsel ALGITS INC: Wins Cash Collateral Access Thru Aug. 15 ALL WEATHER: Seeks Approval to Tap W M Law as Bankruptcy Counsel AMERICAN MUD: Unsecureds to Get Share of Income for 60 Months AR TEXTILES: Has Until Sept. 27 to File Plan & Disclosures ARA MACAO: Trustee Gets OK to Tap Snell & Wilmer as Special Counsel ASHWOOD DEVELOPMENT: Seeks Cash Collateral Access ATLANTIC HOUSING: S&P Alters Outlook to Stable, Affirms 'BB' ICR AZ HEALTH: Voluntary Chapter 11 Case Summary BHATT CORP: Seeks Cash Collateral Access BILL STARKS: Seeks Approval to Hire Kohutek PC as Accountant BLUE STAR: Completes Acquisition of Taste of BC Aquafarms BONNIE TILE: Wins Cash Collateral Access Thru July 22 BURN FITNESS: Wins Cash Collateral Access Thru July 31 CANTERA COURT COMPLEX: May Use Cash Collateral Thru August 19 CDT DE SAN SEBASTIAN: Disclosure Hearing Continued to August 11 CHARLIE BROWN'S: Court Confirms Plan, Aug. 25 Status Conference Set CHIMNEY PASTURES: Voluntary Chapter 11 Case Summary CIFC FUNDING 2021-IV: S&P Assigns BB- (sf) Rating on Class E Notes CITY WIDE COMMUNITY: City of Dallas Says Disclosures Inadequate CITY WIDE COMMUNITY: Walker & Dunlop Says Plan Unconfirmable COMMUNITY ECO POWER: Has Interim Access to Cash Thru July 22 COMMUNITY THERAPIES: Seeks Cash Collateral Access CONNOR FOREST: Wins Cash Collateral Access Thru July 31 CORRY DAVIS: Voluntary Chapter 11 Case Summary CSB PHARMACY: Case Summary & 20 Largest Unsecured Creditors DAVEY KENT: Case Summary & 20 Largest Unsecured Creditors DAVEY KENT: Seeks Cash Collateral Access DJM HOLDINGS: Creditor Igloo Series Opposes Plan & Disclosures DJM HOLDINGS: Creditor Tiki Series Opposes to Plan & Disclosures EARTH ENERGY: Trustee Taps CR3 Partners as Financial Advisor EARTH FARE: Joint Liquidating Plan Confirmed by Judge ELI & ALI: Wins Cash Collateral Access Thru July 30 EVERGREEN DEVELOPMENT: August 31 Plan Confirmation Hearing Set FLOW SERVICES: Modified Liquidating Plan Confirmed by Judge FORD STEEL: $2.4M Unsecured Claims to be Paid in Full Under Plan GLOBAL COURIERS: Gets Cash Collateral Access Thru July 14 GTT COMMUNICATIONS: S&P Cuts ICR to SD on Missed Interest Payment HANKEY O'ROURKE: Confirmation Hearing Continued to August 20 HARI 108: Wins Cash Collateral Access Thru July 9 HASTINGS AND HOLLOWELL: August 17 Plan Confirmation Hearing Set HUSCH & HUSCH: To Tap McCallen as Liquidator, No Financing in Sight ICH INTERMEDIATE: S&P Withdraws 'B+' LT Issuer Credit Rating INTERSTATE UNDERGROUND: Seeks Cash Collateral Access LAKE CECILE RESORT: May Use $400,000 in Fire Insurance Proceeds LW RETAIL: Obtains Permission to Use Cash Collateral Thru July 29 MARCO ENTERPRISES: Wins Cash Collateral Access Thru Dec. 31 MIDNIGHT MADNESS: Wins Cash Collateral Access Thru Aug. 25 MIDWAY MARKET SQUARE: July 30 Plan Confirmation Hearing Set MKS INSTRUMENTS: S&P Places 'BB+' ICR on CreditWatch Negative MTE HOLDINGS: Seeks Cash Collateral Access NFP HOLDINGS: S&P Affirms 'B' ICR, Outlook Negative NORTHWEST BANCORPORATION: Case Summary & 6 Unsecured Creditors NOVABAY PHARMACEUTICALS: Wang Xu Quits as Sr. Manager, Controller NYPANO COMPANY: Case Summary & 15 Unsecured Creditors OER SERVICES: Wins Access to CIBC Bank's Cash Collateral PACIFIC LINKS: Unsecureds to Recoup 80% of Allowed Claims in Plan PERMICO MIDSTREAM: $25M Recapitalization or $3.5M Sale Eyed in Plan PRIMARIS HOLDINGS: Seeks Staff, Deals Sub-Contracting in Rev. Plan RADIO DESIGN: Rev. Confirmation Order Specifies UST Fees, Reports REGALIA UNITS: RBD's Unsecureds to Split Residual Cash Pro Rata RUSSIAN MEDIA: Case Summary & 10 Unsecured Creditors SAMURAI MARTIAL: Voluntary Chapter 11 Case Summary SINTX TECHNOLOGIES: Sells First Shipment of Silicon Nitride Powder SMITHFLY DESIGNS: Unsec. Creditors Will Get 4% Dividend in Plan SOMETHING SWEET INC: Case Summary & 20 Top Unsecured Creditors SOMETHING SWEET: Case Summary & 20 Largest Unsecured Creditors TWIN PINES: Wins Cash Collateral Access Thru Sept. 30 VANDEVCO LIMITED: May Restructure If Cerner Is Allowed Up to $3.5M VI GROUP: Wins Cash Collateral Access on Final Basis VIENTO WINES: Wins Cash Collateral Access Thru Aug. 31 W.F. GRACE: Seeks Cash Collateral Access Thru Oct. 31 WEATHERFORD INTERNATIONAL: S&P Hikes ICR to 'CCC+, Outlook Stable WHITE RIVER: Rocky Mountain Bank Says Disclosures Deficient WHITE RIVER: U.S. Trustee Says Disclosures Lacks Clarity WIDEOPENWEST FINANCE: S&P Places 'B' ICR on CreditWatch Positive WINDSOR MILL: Aug. 16 Plan & Disclosure Hearing Set WINKLER COUNTY HOSPITAL: S&P Affirms 'BB+' 2016 GO Bonds Rating YODEL TECHNOLOGIES: Ordered to Pay $1.8 Mil. for Commissioned Calls [^] BOND PRICING: For the Week from June 28 to July 2, 2021 ********* 12 UNIVERSITY: Seeks Court Approval to Hire FORSarchitecture ------------------------------------------------------------ 12 University, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Tucson, Ariz.-based architecture and interior design firm, FORSarchitecture, LLC. FORSarchitecture will provide an independent code analysis including zoning variations and parking options, fit out diagram for highest possible use, and one presentation to the City Development Review Committee (CDRC). The firm also provides design services for the feasibility study of the property located at 12 University in Tucson, Ariz. FORSarchitecture will charge $6,500 for the feasibility study and will require an initial retainer of $1,000 upon execution of the agreement. Sonya Sotinsky, a registered architect and member of FORSarchitecture, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sonya Sotinsky FORSarchitecture, LLC 2020 E. Broadway Boulevard Tucson, AZ 85719 Phone: (520) 795-9888 About 12 University 12 University, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-11567) on Oct. 19, 2020, listing under $1 million in both assets and liabilities. Judge Brenda Moody Whinery oversees the case. Allan D. NewDelman, PC and Nathanson Law Firm serve as the Debtor's bankruptcy counsel and special counsel, respectively. The Debtor also tapped FORSarchitecture, LLC, a Tucson, Ariz.-based full-service architecture and interior design firm. 14 N. CASS: Seeks to Tap David Lloyd as Bankruptcy Counsel ---------------------------------------------------------- 14 N. Cass LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ David Lloyd, Esq., an attorney practicing in LaGrange, Ill., to handle its Chapter 11 case. Mr. Lloyd will render these legal services: (a) negotiate with creditors; (b) prepare a plan and disclosure statement; (c) examine and resolve claims filed against the estate; (d) prepare and prosecute adversary matters; and (e) represent the Debtor in matters before the bankruptcy court. Mr. Lloyd will be paid at his hourly rate of $400. The attorney received an initial payment of $7,500 prior to the filing of the case. Mr. Lloyd disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: David P. Lloyd, Esq. David P. Lloyd, Ltd. 615B S. LaGrange Rd. LaGrange IL 60525 Telephone: (708) 937-1264 Facsimile: (708) 937-1265 Email: info@davidlloydlaw.com About 14 N. Cass 14 N. Cass LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-06624) on May 21, 2021, listing under $1 million in both assets and liabilities. Judge A. Benjamin Goldgar oversees the case. David P. Lloyd, Esq., serves as the Debtor's legal counsel. 1400 NORTHSIDE: Committee Taps Ogier Rothschild as Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 case of 1400 Northside Drive, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Ogier, Rothschild & Rosenfeld PC as its legal counsel. The committee needs the assistance of a law firm to represent it in the Debtor's Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Tamara Miles Ogier, Attorney $450 per hour Bill Rothschild, Attorney $450 per hour Alan Rosenfeld, Attorney $395 per hour Kate Steil, Attorney $300 per hour Jennifer Copeland, Paralegal $155 per hour William Rothschild, Esq., a principal at Ogier, Rothschild & Rosenfeld, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William L. Rothschild, Esq. Ogier, Rothschild and Rosenfeld, PC Sandy Springs Office 450 Winfield Glen Court Sandy Springs, GA 30342 Telephone: (404) 527-6644 Email: br@orratl.com About 1400 Northside Drive 1400 Northside Drive, Inc., owner of a male strip club known as Swinging Richards, filed a voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-56846) on May 2, 2019. The case is jointly administered with the Chapter 11 case filed by Cummins Beveridge Jones II (Bankr. N.D. Ga. Case No. 19-20853), the Debtor's chief executive officer and chief financial officer. At the time of the filing, 1400 Northside Drive disclosed $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge James R. Sacca oversees the case. Paul Reece Marr, PC is the Debtor's legal counsel. On Oct. 21, 2020, the U.S. Trustee for Region 21 appointed an official committee of unsecured creditors in the Debtor's case. The committee tapped Ogier, Rothschild and Rosenfeld, PC as its legal counsel. 3G PRODUCTIONS: Seeks Cash Collateral Access -------------------------------------------- 3G Productions, Inc. asks the U.S. Bankruptcy Court for the District of Nevada for authority to, among other things, use cash collateral in accordance with the budget and provide adequate protection. The Debtor requires cash collateral to provide funding and liquidity for the ongoing operation of the Debtor's business and the expenses of its Chapter 11 Case. The entities with interest in the cash collateral are CIT Bank, N.A. and the U.S. Small Business Administration. The Debtor expects and intends to obtain debtor-in-possession financing in the amount of $500,000 from its equity sponsor. However, during the period before the Court enters a final order approving the DIP Motion, the Debtor will need access to its cash and proceeds from accounts receivable, which, among other assets, the Pre-Petition Lenders have a security interest in through their Pre-Petition Lenders' Liens. Based on the Initial Budget and an analysis of cash needs, the Debtor believes it will become necessary during the Chapter 11 Case to use and access the cash collateral of the Pre-Petition Lenders. In its analysis, even with the DIP Loan, the Debtor expects to need access its own cash and proceeds from accounts receivable, to fund its operations and pay the administrative costs of the Chapter 11 Case. As indicated by the Initial Budget, the Debtor projects it will need to disburse approximately $3,569,482 during the first 13 weeks after the Petition Date in order to fund their ongoing operational expenses and make the first Adequate Protection Payments to the PrePetition Lenders. The Debtor's proposed Interim Order provides that, as adequate protection for the use of cash collateral, the Pre-Petition Lenders will receive cash payments under the terms of their loan agreements with Debtor at the non-default rate of interest, as applicable. The Pre-Petition Lenders will continue to receive the benefits of their bargains under their loan agreements and will be adequately protected and not prejudiced. The proposed Interim Order also provides that the Pre-Petition Lenders' liens will be maintained in priority and amount, as perfected as of the Petition Date. The DIP Loan will be subordinate to the Pre-Petition Lenders' liens, therefore the Pre-Petition Lenders will not be adequately protected and not prejudiced. A copy of the motion and the Debtor's 13-week budget is available at https://bit.ly/3hcLDXW from PacerMonitor.com. The Debtor projects $2,170,539 in total operating cash receipts and $1,398,942 in total non-operating cash disbursements. About 3G Productions, Inc. 3G Productions, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 21-13384) on July 2, 2021. In the petition signed by Keith Conrad, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Brett A. Axelrod, Esq. at Fox Rothschild LLP is the Debtor's counsel. 3G PRODUCTIONS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 3G Productions, Inc. d/b/a Sixth Sense Creative House d/b/a 3G Live Productions, Inc. d/b/a 3G Live! d/b/a 3G Pro Audio 6140 N. Hollywood Blvd., Suite 102 Las Vegas, NV 89115 Case No.: 21-13384 Business Description: 3G Productions, Inc. is a privately held company that operates in the equipment rental business. Chapter 11 Petition Date: July 2, 2021 Court: United States Bankruptcy Court District of Nevada Judge: Hon. Natalie M. Cox Debtor's Counsel: Brett A. Axelrod, Esq. FOX ROTHSCHILD LLP 1980 Festival Plaza Drive, Suite 700 Las Vegas, NV 89135 Tel: (702) 262-6899 E-mail: baxelrod@foxrothschild.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Keith Conrad, chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C2QNXYY/3G_PRODUCTIONS_INC__nvbke-21-13384__0001.0.pdf?mcid=tGE4TAMA 413-421 20TH STREET: Files Liquidating Plan, Unsecs. Not Impaired ----------------------------------------------------------------- 413-421 20th Street LLC filed with the Bankruptcy Court a Chapter 11 Plan of Orderly Liquidation and a Disclosure Statement explaining the Plan. The Debtor owns a property consisting of a 16,500 sq. ft. industrial space. Subsequent to the acquisition, the Debtor began construction of a new structure on the Property, completing the work in December of 2018 through the infusions of equity totaling approximately $7,400,000 and a series of construction loans. To pay off two previous construction loans, as well as multiple trade creditors, the Debtor refinanced its then existing construction loans, in May of 2019, with a $6,500,000 permanent loan from Argentic Real Estate Finance LLC. Argentic Real Estate Finance subsequently transferred the loan to Wells Fargo Bank, National Association as Trustee for Morgan Stanley Capital I Trust 2019-H7, Commercial Pass-Through Certificates, Series 2019-H7. Morgan Stanley's loan is secured by a first mortgage on the Property. Two years prior, in May 2017, the Debtor signed a 10-year lease with Sedona, one of its members, to occupy 100% of the Property. Sedona is engaged in the business of fabricating and installing high end tile and stone for both residential and commercial projects in the New York Metro area. Although Sedona was not paying the full amount of rent for the Property, the amount paid was sufficient to cover the Debtor's debt service obligations. In August 2020, the Debtor was informed of a technical default under the loan documents with Morgan Stanley resulting from the Debtor's failure to meet a debt coverage ratio requirement. Subsequently, after Sedona ceased paying rent due to government-imosed shut down of businesses prompted by the COVID-19 pandemic, the Debtor could no longer service its debt with Morgan Stanley. In February of 2021, Morgan Stanley proposed a forbearance agreement, which required a substantial up-front payment that was a departure from the previous discussions. As the Debtor did not have funds necessary to make the payment and to avoid a potential foreclosure, on February 26, 2021, the Debtor commenced the within Chapter 11 bankruptcy case. Morgan Stanley later filed a motion seeking the dismissal of the Debtor's Chapter 11 bankruptcy case or, in the alternative, relief from the automatic stay to proceed with its state court rights against the Debtor, or for the appointment of a Chapter 11 trustee. -- The Plan The Debtor shall fund the Plan from the sale proceeds of the Property. The Debtor intends to retain Newmark & Company Real Estate, Inc. as its exclusive broker to market the Property for sale prior to a hearing to consider Confirmation of the Plan. If an agreement of sale with a reasonable closing date is not executed within six months of the date of the broker's retention, the Debtor shall retain a licensed auctioneer to conduct a public auction of the Property. The Debtor estimates that the net proceeds of sale of the Property shall exceed the amount necessary to pay all Administrative Claims and Creditor Claims in full. Any balance remaining shall be paid to the Debtor's Equity Interest Holders based on the amount of their Equity Interests in the Debtor. The Debtor shall make its best efforts to obtain payment of current rent and rental arrearages due from Sedona. The disposition of any claims by the Debtor against Sedona shall be the subject of a negotiation and agreement between the Debtor and the purchaser of the Property. -- Classes of Claims under the Plan * Class 1 - Allowed Secured Claim of Morgan Stanley Class 1 is secured by a lien on the Property. As of the Petition Date, the Debtor estimates that the amount of the Class 1 Claim is $6,400,000. Class 1 Claim shall be paid in cash no later than 30 days after the sale of the Property, plus interest at the rate set forth in the loan documents executed by the Debtor in favor of the Class 1 Creditor. Class 1 is Unimpaired and is deemed to accept the Plan. * Class 2 – Allowed General Unsecured Claims The Debtor believes that General Unsecured Claims total approximately $687,044. Class 2 Claims will be paid in cash no later than 30 days after the sale of the Property. Class 2 is Unimpaired and is deemed to accept the Plan. * Class 3 - Allowed Equity Interests After payment in full to all other creditors, Class 3 Equity Interest Holders shall receive any Cash remaining from the sale of the Property or rental proceeds received from Sedona through the date of closing on the sale. After the Effective Date, all Interests will be cancelled, and steps shall be taken to terminate the Debtor as an active limited liability company under the laws of the State of New York. Class 3 is Impaired and entitled to vote to accept or reject the Plan. A copy of the Disclosure Statement is available for free at https://bit.ly/3h7Lc1a from PacerMonitor.com. The Court will consider approval of the Disclosure Statement on July 27, 2021 at 11 a.m. About 413-421 20th Street 413-421 20th Street LLC, a Brooklyn, N.Y.-based company engaged in activities related to real estate, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.Y. Case No. 21-40515) on February 26, 2021. Thomas McCloskey, general member, signed the petition. At the time of the filing, the Debtor disclosed $10,648,000 in total assets and $6,400,000 in total liabilities. Judge Nancy Hershey Lord oversees the case. Norris McLaughlin, PA, led by Melissa A. Pena, Esq., serves as the Debtor's legal counsel. AIRPORT VAN RENTAL: May Use Cash Collateral Thru Dec. 1 ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, has authorized Airport Van Rental, Inc. and affiliates to use cash collateral on a final basis through December 31, 2021. Each party claiming an interest in the cash collateral, including, without limitation, the Tax Authorities, is granted a replacement lien on all of the estate's assets, excluding avoiding power claims and recoveries, to the extent that the Debtors' use of the party's cash collateral results in a decrease in the value of the party's interest in cash collateral. As additional adequate protection for the Debtors' use of cash collateral during the period covered by the order, the Debtors will make a payment to each Lender in accordance with the "Lender Adequate Protection Program" or such other amount as has been or may be authorized or ordered by the Court. With each payment, the Debtors will provide reports to each Lender showing how the amount of the payment was calculated on a vehicle-by-vehicle basis. The Debtors will use their best efforts to include the amount of rental revenue received for each vehicle during the period covered by the report. On or before the 20th day of each month, the Debtors will also make a payment to the U.S. Small Business Administration in the amount of $2,437. Until a Lender's secured claim is satisfied, the Lender will retain its liens on assets of the estate with the same validity, priority and extent that such liens had on such assets as of the Petition Date. Each Lender's interest in cash collateral will continue notwithstanding the commingling of its cash collateral with cash collateral in which another secured creditor asserts an interest or with any non-cash collateral funds. A copy of the order is available at https://bit.ly/3w9M89u from PacerMonitor.com. About Airport Van Rental, Inc. Airport Van Rental -- https://www.airportvanrental.com/ -- is a van rental company offering short and long-term rentals for road trips, weekend journeys, moving, and any other group outings. Airport Van Rental and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code on Dec. 11, 2020. The Debtors are Airport Van Rental, Inc., a California corporation; Airport Van Rental, Inc., a Georgia corporation; Airport Van Rental, Inc., a Nevada corporation; Airport Van Rental, LLP, a Texas limited liability partnership; and (v) AVR Vanpool, Inc., a California corporation. The cases are jointly administered under Airport Van Rental, Inc., a California corporation (Bankr. C.D. Cal. Lead Case No. 20-20876). Yazdan Irani, president and chief executive officer, signed the petitions. At the time of filing, Airport Van Rental, Inc., a California corporation disclosed between $10 million and $50 million in both assets and liabilities. Airport Van Rental, LLP, a Texas limited liability partnership; AVR Vanpool, Inc., a California corporation; and Airport Van Rental, Inc., a Nevada Corporation each disclosed up to $50,000 in assets and between $1,000,000 and $10,000,000 in liabilities. Airport Van Rental, Inc., a Georgia corporation reported up to $50,000 in assets and $50,000 to $100,000 in liabilities. Judge Sheri Bluebond oversees the case. The Debtors tapped Danning, Gill, Israel & Krasnoff, LLP as their bankruptcy counsel, CSA Partners LLC as financial consultant, and Joel Glaser, APC as litigation counsel. Kevin S. Tierney is the Debtors' chief reorganization officer. ALEX AND ANI: Seeks to Hire Kirkland & Ellis as Bankruptcy Counsel ------------------------------------------------------------------ Alex and Ani, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as their bankruptcy counsel. Kirkland's legal services include: (a) advising the Debtors with respect to their powers and duties in the continued management and operation of their businesses and properties; (b) advising and consulting on the conduct of the Debtors' Chapter 11 cases; (c) attending meetings and negotiating with representatives of creditors and other parties-in-interest; (d) taking all necessary actions to protect and preserve the Debtors' estates; (e) preparing pleadings in connection with the cases; (f) representing the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (g) advising the Debtors in connection with any potential sale of assets; (h) appearing before the court and any appellate courts to represent the interests of the Debtors' estates; (i) advising the Debtors regarding tax matters; (j) negotiating, preparing and seeking approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and (k) performing all other necessary legal services for the Debtors in connection with the prosecution of their bankruptcy cases. The hourly rates of Kirkland's attorneys and staff are as follows: Partners $1,080 - $1,895 per hour Of Counsel $625 - $1,845 per hour Associates $625 - $1,195 per hour Paraprofessionals $255 - $475 per hour In addition, Kirkland will seek reimbursement for expenses incurred. Kirkland provided the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement? Answer: No. Kirkland and the Debtors have not agreed to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement. The rate structure provided by Kirkland is appropriate and is not significantly different from (a) the rates that Kirkland charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by Kirkland in representing the Debtors are consistent with the rates that Kirkland charges other comparable Chapter 11 clients regardless of the location of the Chapter 11 case. Question: If Kirkland has represented the Debtors in the 12 months prepetition, disclose Kirkland's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Kirkland's current hourly rates for services rendered on behalf of the Debtors range as follows: Billing Category Range of Hourly Rates Partners $1,080 - $1,895 Of Counsel $625 - $1,845 Associates $625 - $1,195 Paraprofessionals $255 - $475 Kirkland represented the Debtors from Jan. 1, 2021 through the petition date using those hourly rates. Kirkland represented the Debtors from Jan. 1 to Dec. 31, 2020 using the following hourly rates: Billing Category Range of Hourly Rates Partners $1,075 - $1,845 Of Counsel $625 - $1,845 Associates $610 - $1,165 Paraprofessionals $245 - $460 Question: Have the Debtors approved Kirkland's budget and staffing plan, and, if so, for what budget period? Answer: Yes, in connection with the budget attached to the cash collateral order, professionals proposed to be retained by the Debtors provided monthly estimates of fees and expenses incurred in these Chapter 11 cases. Joshua Sussberg, Esq., a partner at Kirkland & Ellis, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joshua A. Sussberg, Esq. Allyson B. Smith, Esq. Kirkland & Ellis LLP Kirkland & Ellis International LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: joshua.sussberg@kirkland.com allyson.smith@kirkland.com About Alex and Ani Founded in 2004 by Carolyn Rafaelian, Alex and Ani, LLC -- http://www.alexandani.com/-- has become a premier jewelry brand, quickly gaining popularity because of the novel and customizable nature of its signature expandable wire bracelet. Alex and Ani has been headquartered in East Greenwich, R.I. since 2014. Since opening its first retail store in Newport, R.I. in 2009, Alex and Ani has expanded to over 100 retail store locations across the United States, Canada and Puerto Rico. Alex and Ani and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10918) on June 9, 2021. Robert Trabucco, chief restructuring officer, signed the petitions. At the time of the filing, the Debtors had between $100 million and $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel, Klehr Harrison Harvey Branzburg LLP as local counsel, Katten Muchin Rosenman LLP as special counsel, and Portage Point Partners, LLC as financial advisor and investment banker. Kurtzman Carson Consultants LLC is the notice and claims agent. ALEX AND ANI: Seeks to Hire Klehr Harrison as Local Counsel ----------------------------------------------------------- Alex and Ani, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Klehr Harrison Harvey Branzburg, LLP as local counsel. The firm's services include: (a) advising the Debtors regarding the local rules, practices, precedent, regulations, and procedures and how to accomplish their goals in connection with the prosecution of their Chapter 11 cases; (b) appear in bankruptcy court and attending any meetings on behalf of the Debtors; (c) negotiating with the creditors' representatives and other parties-in-interest; (d) reviewing and preparing legal papers; (e) advising and assisting the Debtors with respect to the reporting requirements of the U.S. trustee; (f) protecting and preserving the Debtors' estates; and (g) performing other legal services in connection with the administration of the cases. The hourly rates of Klehr Harrison's attorneys and staff are as follows: Partners $440 - $845 per hour Counsel $395 - $500 per hour Associates $305 - $425 per hour Paralegals $225 - $295 per hour In addition, Klehr Harrison will seek reimbursement for expenses incurred. Klehr Harrison received classic retainers of $100,000 on May 6, 2021 and $200,000 on June 4, 2021 from the Debtors. Klehr Harrison disclosed the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: Question: Did Klehr Harrison agree to any variations from, or alternatives to, Klehr Harrison's standard billing arrangements for this engagement? Answer: No. Klehr Harrison and the Debtors have not agreed to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement. The rate structure provided by Klehr Harrison is appropriate and is not significantly different from (a) the rates that the firm charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. Question: Do any of the Klehr Harrison professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by Klehr Harrison in representing the Debtors are consistent with the rates that it charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. Question: If Klehr Harrison has represented the Debtors in the 12 months prepetition, disclose Klehr Harrison's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Klehr Harrison's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Klehr Harrison's current hourly rates for services rendered on behalf of the Debtors range as listed below and it represented the Debtors during the months before the Petition Date commencing Jan. 1, 2021, using the hourly rates listed below: Billing Category Range of Hourly Rates Partners $440 to $845 Counsel $395 to $500 Associates $305 to $425 Paralegals $225 to $295 Question: Have the Debtors approved Klehr Harrison's budget and staffing plan, and, if so, for what budget period? Answer: Yes, for the period from June 9, 2021 through Sept. 12, 2021. Domenic Pacitti, Esq., a partner at Klehr Harrison Harvey Branzburg, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. Sally E. Veghte, Esq. Klehr Harrison Harvey Branzburg LLP 919 North Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 Email: dpacitti@klehr.com myurkewicz@klehr.com sveghte@klehr.com About Alex and Ani Founded in 2004 by Carolyn Rafaelian, Alex and Ani, LLC -- http://www.alexandani.com/-- has become a premier jewelry brand, quickly gaining popularity because of the novel and customizable nature of its signature expandable wire bracelet. Alex and Ani has been headquartered in East Greenwich, R.I. since 2014. Since opening its first retail store in Newport, R.I. in 2009, Alex and Ani has expanded to over 100 retail store locations across the United States, Canada and Puerto Rico. Alex and Ani and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10918) on June 9, 2021. Robert Trabucco, chief restructuring officer, signed the petitions. At the time of the filing, the Debtors had between $100 million and $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel, Klehr Harrison Harvey Branzburg LLP as local counsel, Katten Muchin Rosenman LLP as special counsel, and Portage Point Partners, LLC as financial advisor and investment banker. Kurtzman Carson Consultants LLC is the notice and claims agent. ALEX AND ANI: Seeks to Hire Portage Point as Financial Advisor -------------------------------------------------------------- Alex and Ani, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Portage Point Partners, LLC as financial advisor. Portage Point will render these financial advisory services: (a) familiarize itself with the business operations, properties, financial condition, and prospects of the Debtors. (b) assist the Debtors in preparing a summary fact sheet and a confidential information memorandum; (c) contact potential buyers; (d) assist the Debtors in making presentations to prospective buyers; and (e) solicit, evaluate, and negotiate proposals concerning a sale transaction and assist the Debtors and their other professionals in negotiating the sale transaction. The firm will also render these restructuring advisory services: (a) assist in evaluating or developing a short-term cash flow model and related liquidity management tools; (b) assist in evaluating or developing a business plan and such other related forecasts and analyses; (c) assist in evaluating or developing various strategic alternatives and financial analyses; (d) assist in working and negotiating with constituents; (e) assist in developing and distributing various other information that may be required by the Debtors or the constituents; (f) assist in evaluating and implementing contingency planning related to a Chapter 11 proceeding; (g) assist in obtaining and presenting information required by parties-in-interest related to a potential Chapter 11 proceeding; (h) assist in preparing other business and financial reporting related to a Chapter 11 proceeding; and (i) assist with such other matters as may be requested by the Debtors that fall within Portage's expertise and that are mutually agreeable. The hourly rates of Portage Point's professionals for restructuring advisory services are as follows: Managing Partner $895 per hour Managing Director $700 - $750 per hour Director $600 - $680 per hour Vice President $455 - $580 per hour Associate $375 - $405 per hour In addition to hourly compensation, upon closing of the sale transaction, Portage Point will earn a cash fee of $450,000 related to its financial advisory services. Portage Point will also seek reimbursement for expenses incurred and holds a retainer in the amount of $6,999.25. Matthew Ray, a managing partner at Portage Point Partners, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew Ray Portage Point Partners, LLC 300 North LaSalle, Suite 1420 Chicago, IL 60654 Telephone: (312) 781-7520 Email: mray@pppllc.com About Alex and Ani Founded in 2004 by Carolyn Rafaelian, Alex and Ani, LLC -- http://www.alexandani.com/-- has become a premier jewelry brand, quickly gaining popularity because of the novel and customizable nature of its signature expandable wire bracelet. Alex and Ani has been headquartered in East Greenwich, R.I. since 2014. Since opening its first retail store in Newport, R.I. in 2009, Alex and Ani has expanded to over 100 retail store locations across the United States, Canada and Puerto Rico. Alex and Ani and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10918) on June 9, 2021. Robert Trabucco, chief restructuring officer, signed the petitions. At the time of the filing, the Debtors had between $100 million and $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel, Klehr Harrison Harvey Branzburg LLP as local counsel, Katten Muchin Rosenman LLP as special counsel, and Portage Point Partners, LLC as financial advisor and investment banker. Kurtzman Carson Consultants LLC is the notice and claims agent. ALEX AND ANI: Taps Katten Muchin Rosenman as Special Counsel ------------------------------------------------------------ Alex and Ani, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Katten Muchin Rosenman, LLP. Katten Muchin will serve as independent counsel to the restructuring committee of the board of managers of A and A Shareholding Co., LLC, an affiliate of Alex and Ani. The firm will provide independent legal services as necessary and requested by the restructuring committee in connection with its independent investigation on: (i) potential claims and causes of action held by the Debtors' estates against insiders; and (ii) certain releases by the Debtors provided for in their proposed Chapter 11 plan. The hourly rates of Katten's attorneys and staff are as follows: Partners $895 - $1,685 per hour Counsel and Special Staff $675 - $1,245 per hour Associates $495 - $930 per hour Paraprofessionals $200 - $620 per hour In addition, Katten will seek reimbursement for expenses incurred. Katten holds a retainer in the amount of $123,542. Katten provided the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: Question: Did Katten agree to any variations from, or alternatives to, Katten's standard billing arrangements for this engagement? Answer: No. Katten and the Debtors have not agreed to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement. The rate structure provided by Katten is appropriate and is not significantly different from (a) the rates that the firm charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. Question: Do any of the Katten professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by Katten in representing the restructuring committee are consistent with the rates that it charges other comparable Chapter 11 clients regardless of the location of the Chapter 11 case. Question: If Katten has represented the Debtors in the twelve months prepetition, disclose Katten's billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve months prepetition. If Katten's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Katten represented the Debtors during the 12-month period before the petition date. There has been no change in rates since that time. Question: Have the Debtors approved Katten's budget and staffing plan, and, if so, for what budget period? Answer: Yes. The restructuring committee has approved a monthly budget and staffing plan for these Chapter 11 cases for the period from the petition date to and including September 9, 2021. Steven Reisman, Esq., a partner at Katten Muchin Rosenman, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven J. Reisman, Esq. Katten Muchin Rosenman LLP 575 Madison Avenue New York, NY 10022-2585 Telephone: (212) 940-8800 Email: sreisman@katten.com About Alex and Ani Founded in 2004 by Carolyn Rafaelian, Alex and Ani, LLC -- http://www.alexandani.com/-- has become a premier jewelry brand, quickly gaining popularity because of the novel and customizable nature of its signature expandable wire bracelet. Alex and Ani has been headquartered in East Greenwich, R.I. since 2014. Since opening its first retail store in Newport, R.I. in 2009, Alex and Ani has expanded to over 100 retail store locations across the United States, Canada and Puerto Rico. Alex and Ani and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10918) on June 9, 2021. Robert Trabucco, chief restructuring officer, signed the petitions. At the time of the filing, the Debtors had between $100 million and $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel, Klehr Harrison Harvey Branzburg LLP as local counsel, Katten Muchin Rosenman LLP as special counsel, and Portage Point Partners, LLC as financial advisor and investment banker. Kurtzman Carson Consultants LLC is the notice and claims agent. ALGITS INC: Wins Cash Collateral Access Thru Aug. 15 ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, has authorized Algits Incorporated dba NinjaBe, to use cash collateral on an interim basis through August 15, 2021, in accordance with the budget, with a 10% variance. The Debtor has requested immediate entry of the Interim Order pursuant to Bankruptcy Rule 4001(b)(2) to prevent irreparable harm to the Debtor's business, property and estate. Pursuant to various loan documents, including a promissory note originally dated on or about June 23, 2017, in the original principal amount of $350,000, EagleBank is owed $208,535.83 under the Note as of the Petition Date. As adequate protection for the Debtor's use of cash collateral, the Lender is granted valid, choate, perfected, enforceable and non-avoidable first-priority security interests and replacement liens in and to all post-petition assets of the Debtor and related proceeds, to the same extent and with the same priority as the Lender's interest in the Prepetition Cash Collateral. The liens and security interests granted, including the Adequate Protection Liens, will become and are duly perfected without the necessity for the execution, filing or recording of financing statements, security agreements and other documents which might otherwise be required pursuant to applicable non-bankruptcy law for the creation or perfection of such liens and security interests. A final hearing on the matter is scheduled for August 9 at 3 p.m. A copy of the order and the Debtor's July budget is available at https://bit.ly/2UneCQ4 from PacerMonitor.com. The Debtor projects $43,113.50 in total monthly expenses. About Algits Incorporated Algits Incorporated, which operates an amusement/recreational facility at 9301-9315 Snowden River Parkway, in Columbia, Maryland, filed a Chapter 11 petition (Bankr. D. Md. Case No. 21-13888) on June 11, 2021. In the petition signed by Dawn Alexander, president, the Debtor estimated up to $50,000 in assets and between $1,000,000 and $10,000,000 in liabilities. Judge David E. Rice oversees the case. Kline Law Group LLC is the Debtor's counsel. EagleBank, as lender, is represented by: Craig M. Palik, Esq. McNamee, Hosea, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: (301) 441-2420 E-mail: cpalik@mhlawyers.com ALL WEATHER: Seeks Approval to Tap W M Law as Bankruptcy Counsel ---------------------------------------------------------------- All Weather Mechanical Services, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ W M Law to serve as legal counsel in its Chapter 11 case. The firm's services include preparing bankruptcy forms and schedules; attending meetings and other court hearings; preparing a disclosure statement and Chapter 11 plan; filing monthly operating reports; dealing with creditors; and resolving issues related to confirmation of the Debtor's plan. The hourly rates of the firm's attorneys and staff are as follows: Attorney, Ryan A. Blay $300 per hour Attorney, Jeffrey L. Wagoner $300 per hour Attorney, G. Addam Fera $300 per hour Attorney, Errin Stowell $300 per hour Paralegal, Douglas Sisson $125 per hour Paralegal, Ana Van Noy $125 per hour Paralegal, Betsy Hayman $125 per hour Law Clerk, Christy Woodbury $125 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $5,000 and a filing fee of $1,738 from the Debtor. Jeffrey Wagoner, Esq., president of W M Law, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey L. Wagoner, Esq. Ryan A. Blay, Esq. W M Law 15095 W. 116th St. Olathe, KS 66062 Telephone: (913) 422-0909 Facsimile: (913) 428-8549 Email: bankruptcy@wagonergroup.com blay@wagonergroup.com About All Weather Mechanical Services All Weather Mechanical Services, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Miss. Case No. 21-40808) on June 25, 2021, listing under $1 million in both assets and liabilities. Judge Dennis R. Dow oversees the case. W M Law serves as the Debtor's legal counsel. AMERICAN MUD: Unsecureds to Get Share of Income for 60 Months ------------------------------------------------------------- American Mud Works Partners, Ltd., submitted a Second Amended Plan of Reorganization and a corresponding Disclosure Statement dated June 29, 2021. The Debtor intends to continue its operation of the drilling fluids processing plant and to develop new business and grow its reputation in the oil and gas industry. Concurrently with the submission of this Plan the Debtor and Valence Drilling Fluids, LLC are finalizing Amendments to the most recently approved agreement and the terms of the PMSI agreement, which will further solidify the business relationship, provide additional benefits, and allow the Debtor to repay its creditors pursuant to this Plan. In this Plan, the Debtor proposes to reorganize and pay the existing debt. The Debtor has in place a valuable relationship with Valence and a focused and experienced management team with the General Partner and White Knight, all of which are currently working together on several new prospective customer relationships. The Debtor believes that the terms of this Plan will maximize distributions to the creditors of the Debtor and will allow the Debtor to emerge from bankruptcy with the ability to meet future ongoing obligations. Class 3 consists of Convenience Class Claims. Each holder of an Allowed Class 3 Convenience Class Claim shall be paid in full as soon as practicable, and no more than 30 days after the Effective Date. Class 4 consists of General Unsecured Claims. Each holder of an Allowed Class 4 Claim shall be paid on a Pro Rata Percentage of the Reorganized Debtor's Projected Disposable Income for a period of 60 months. Class 5 consists of the Contested Unsecured Claim of Reeder AMW, LLC. The holder of the Class 5 Contested Unsecured Claim of Reeder AMW, LLC shall be paid as follows. * During the period between the Effective Date and the date the Class 5 Claim is determined to be allowed by Final Order, if ever, the Debtor will segregate and remit the Pro Rata Percentage of the Reorganized Debtor's Projected Disposable Income for a period of 60 months on the Class 5 Claim to the Reserve Account to be held in trust until such Claim is determined to be valid by a Final Order resolving the Reeder Adversary Proceeding and Reeder Preference Proceeding; * No Class 5 Claim shall be Allowed, and no Distribution shall be made to the holder of such Claim until the Claim asserted by the holder of such Claim has been determined to be valid by a Final Order resolving the Reeder Adversary Proceeding and Reeder Preference Proceeding. If the Claim asserted by the holder of the Class 5 Contested Claim is determined to be valid by a Final Order, then the holder of such Claim shall be treated as follows: -- The holder of the Class 5 Claim, after it is determined to be valid by Final Order, shall be paid, on account of such Claim, by distributing the funds held in the Reserve Account and by paying during the remaining term of this Plan the Class 5 Claim holder's Pro Rata Percentage of the Reorganized Debtor's Projected Disposable Income. Class 6 consists of Contested Indemnity Claims. Each holder of Class 5 Contested Indemnity Claims shall be paid as follows: * No Class 6 Contested Claims shall be Allowed, and no Distribution shall be made on account of such Claims until the Claims asserted by the holders of such Claims have been determined to be valid by a Final Order resolving any Objection. If the Claim asserted by the holder of the Class 6 Contested Claim is determined to be valid by a Final Order, then the holder of such Claim shall be treated as follows: -- The holder of a Class 6 Claim, after it is determined to be valid by Final Order, shall be paid, on account of such Claim, by paying during the remaining term of this Plan the Class 6 Claim holder's Pro Rata Percentage of the Reorganized Debtor's Projected Disposable Income. Class 7 consists of Interest Holders. Holders of Interests in the Debtor shall retain such Interests following the Effective Date. As of the Effective Date, all Assets of the Debtor shall be vested in the respective Reorganized Debtor. The Assets shall be vested in such Reorganized Debtor free and clear of all Liens, Claims, rights, Interests and charges, except as expressly provided in this Plan. The obligations under the Plan shall be funded by the operation of the Reorganized Debtor's business and any Litigation Recoveries. A full-text copy of the Disclosure Statement dated June 29, 2021, is available at https://bit.ly/3qHhoeL from PacerMonitor.com at no charge. Attorneys for the Debtor: Jeff P. Prostok, Esq. Dylan T.F. Ross Forshey & Prostok, LLP 777 Main St., Suite 1290 Fort Worth, TX 76102 Tel: (817) 877-8855 Fax: (817) 877-4151 E-mail: jprostok@forsheyprostok.com About American Mud Works Partners American Mud Works Partners is a new business in the oil and gas industry focused on waste disposal. It currently operates a drilling fluids processing plant in Woodsfield, Ohio and is in the process of obtaining funding for a solid waste disposal plant to be built on an adjacent parcel owned by the Debtor American Mud Works Partners, Ltd., filed its voluntary petition for relief under subchapter V of chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43085) on Oct. 1, 2020. At the time of filing, the Debtor estimated $1,000,001 to $10 million in both assets and liabilities. Jeff P. Prostok at Forshey & Prostok, LLP serves as the Debtor's counsel. AR TEXTILES: Has Until Sept. 27 to File Plan & Disclosures ---------------------------------------------------------- Judge David M. Warren of the U.S. Bankruptcy Court for the Eastern District of North Carolina has entered an order within which Debtor AR Textiles Ltd must file a plan and disclosure statement on or before September 27, 2021. In addition, a status conference will be held on July 26, 2021, at 10:00 AM by conference telephone call. A copy of the order dated June 29, 2021, is available at https://bit.ly/3dEBQbb from PacerMonitor.com at no charge. Debtor's Counsel: Joseph Z. Frost, Esq. BUCKMILLER, BOYETTE & FROST, PLLC 4700 Six Forks Road, Suite 150 Raleigh, NC 27609 Tel: 919-296-5040 Fax: 919-890-0356 E-mail: jfrost@bbflawfirm.com About AR Textiles AR Textiles Ltd. filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 21-01441) on June 28, 2021. In the petition signed by Pasqual Alles, vice president, the Debtor disclosed up to $5,744,986 in assets and $22,227,509 in liabilities. The Hon. David M. Warren oversees the case. Joseph Z. Frost, Esq. of BUCKMILLER, BOYETTE & FROST, PLLC is the Debtor's Counsel. ARA MACAO: Trustee Gets OK to Tap Snell & Wilmer as Special Counsel ------------------------------------------------------------------- S. Cary Forrester, the appointed trustee in the Chapter 11 case of Ara Macao Holdings, LP, received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Snell & Wilmer LLP as substitute special counsel. The trustee requires the services of a special counsel to assist him in evaluating a proposed transaction with Edgewater Belize Investors, LLC (EBI), SF Investments Switzerland GmbH (SFIS), and SF Marina Project Development AB (SFMPD), and any substitute, replacement, or successor entities, regarding the development of the estate's real property in Belize and the reorganization of Debtor. Snell & Wilmer will assist the trustee in evaluating: (a) the organizational structure of the group of companies that will be involved in the development of the estate's real property in Belize; (b) the manner in which the entities will be controlled; (c) the manner and mechanism by which cash will flow to the stakeholders of the bankruptcy estate; (d) the risks associated with the transaction; and (e) the reorganization of Debtor. The hourly rates of the firm's attorneys and staff are as follows: Lars O. Lagerman, Partner $625 per hour Bryce Suzuki, Partner $625 per hour Bahar A. Schippel, Partner $825 per hour Pat Steiner, Paralegal $325 per hour Snell & Wilmer will also seek reimbursement for expenses incurred. Bryan Cave Leighton & Paisner, LLP, the previous law firm of Lars Lagerman, Esq., will transfer its retainer of $20,000 to Snell & Wilmer. Lars Lagerman, Esq., a partner at Snell & Wilmer, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lars O. Lagerman, Esq. Snell & Wilmer LLP One Arizona Center Phoenix, AZ 85004-2202 Telephone: (602) 382-6000 Facsimile: (602) 382-6070 Email: lolagerman@swlaw.com About Ara Macao Holdings Ara Macao Holdings, L.P. provides real estate development services. On April 6, 2018, an involuntary Chapter 11 petition was filed against Ara Macao Holdings (Bankr. D. Ariz. Case No. 18-03615). The petitioning creditors are KB Partners, Inc., Christopher de Sibert, Gary Nitsche, Daniel Dorgan, Richard Umbach and Edgewater Resources, LLC. They are represented by Patrick A Clisham, Esq., at Engelman Berger, P.C. On May 8, 2018, the involuntary proceeding was converted to a voluntary Chapter 11 case (Bankr. D. Ariz. Case No. 18-03615). Judge Paul Sala oversees the case. Ara Macao Holdings hired Burch & Cracchiolo, P.A. as its bankruptcy counsel. The U.S. Trustee for Region 14 appointed an official committee of unsecured creditors in Ara Macao Holdings' bankruptcy case. The committee is represented by Engelman Berger, P.C. S. Cary Forrester is the Chapter 11 trustee appointed for Ara Macao Holdings. The trustee hired Forrester & Worth, PLLC as bankruptcy counsel and Snell & Wilmer LLP as special counsel. ASHWOOD DEVELOPMENT: Seeks Cash Collateral Access ------------------------------------------------- Ashwood Development Company asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral to pay its necessary expenses of its business in the ordinary course. The Debtor also requests, upon notice and a hearing, a final order authorizing its continued use of cash collateral. According to the Debtor, the creditor that purports to hold a deed of trust lien and security interest in inventory and accounts is Small Business Financial Solutions, LLC. Rapid Finance may have an interest in the cash collateral of the Debtor. The Debtor proposes to adequately protect the interests of Rapid Finance in the collateral in a number of ways. The Debtor proposes to grant to Rapid Finance post-petition replacement liens in the same assets of the Debtor that such entity had prior to the filing of the Chapter 11 bankruptcy case. In addition, the Debtor will provide the secured lenders with information relating to projected revenues and expenses, actual revenue and expenses, and variances from the interim budget. This information will enable the secured lenders to monitor the interests in the cash collateral. Reporting of financial information is a sufficient form of adequate protection, the Debtor contends. A hearing on the motion is scheduled for July 7, 2021 at 9:30 a.m. A copy of the motion is available at https://bit.ly/3dHAQTt from PacerMonitor.com. About Ashwood Development Company Ashwood Development Company sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 21-31853) on June 4, 2021, disclosing total assets of up to $500,000 and total liabilities of up to $1 million. Reese Baker, Esq., at Baker & Associates, represents the Debtor as legal counsel. ATLANTIC HOUSING: S&P Alters Outlook to Stable, Affirms 'BB' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Capital Trust Agency, Fla.'s subordinate multifamily housing revenue bonds, series 2017B, issued for Atlantic Housing Foundation Inc. (AHF) properties, to stable from negative. At the same time, S&P affirmed the 'BB' long-term rating. The bonds were issued in late 2017. The bond proceeds, along with those from senior multifamily tax-exempt mortgage-backed securities (series 2017A outstanding at $79.5 million, backed by Fannie Mae), were used to refinance and renovate a pool of five properties in Texas and Florida--a mix of student-, senior-, and unenhanced-affordable housing. This outlook revision only considers the series 2017B bonds outstanding, at about $4.9 million. S&P Global Ratings rates the senior lien (AA+/Stable), which falls under Federally Enhanced Housing criteria. "The stable outlook reflects our opinion that the projects' coverage and liquidity factors will remain in line with our current analysis," said S&P Global Ratings credit analyst Jessica Pabst. This also includes our expectation that our assessment of the owner's management and governance, the properties' physical condition and curb appeal, and the project's demand and supply considerations will remain unchanged over the outlook period." AZ HEALTH: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: AZ Health Partners, PLLC d/b/a Arizona Spine Disc and Sport 4530 E. Ray Road Suite 110 Phoenix, AZ 85044 Case No.: 21-05142 Chapter 11 Petition Date: July 1, 2021 Court: United States Bankruptcy Court District of Arizona Debtor's Counsel: David L. Brown, Esq. BROWN & ASSOCIATES PLLC 2450 S. Gilbert Road Suite 200 Chandler, AZ 85286 Tel: (480) 656-8358 Fax: (480) 223-6381 E-mail: info@brown-associates.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Eric Breure, 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/SCKEQMY/AZ_Health_Partners_PLLC__azbke-21-05142__0001.0.pdf?mcid=tGE4TAMA BHATT CORP: Seeks Cash Collateral Access ---------------------------------------- Bhatt Corp. asks the U.S. Bankruptcy Court for the Northern District of Alabama for authority to use cash collateral to pay operating expenses, adequate protection payments, and administrative payments. The Debtor requires immediate authority to use cash collateral to continue business operations without interruption toward the objective of formulating an effective plan of reorganization for the benefit of all its creditors. The Bank of the Ozarks asserts claims against the Debtor and the cash collateral in excess of $103,000. The Secured Creditor has filed a lien with the Secretary of State of Alabama and claims in excess of $491,000. The exact priority and amount of each of these alleged Secured Creditors' claims are subject to later determination upon the filing of a proper perfected Proof of Claim by each of the Secured Creditors or deemed filed under Section 1111(a) or filing by the Debtor or a Trustee under Rule 3004 of the Federal Rules of Bankruptcy Procedure. As adequate protection for the Debtor's use of cash collateral, the Debtor proposes to provide the Secured Creditor with a replacement lien which is automatically deemed perfected upon entry of the order. The Debtor will also make adequate protection payments to the Bank starting August 2021. A copy of the Debtor's motion and budget is available at https://bit.ly/36839Xb from PacerMonitor.com. The Debtor projects $85,000 in gross monthly income and $79,027.17 in total monthly expenses. About Bhatt Corporation Bhatt Corporation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 21-40661) on July 2, 2021. In the petition signed by Kamalnayan Bhatt, president, the Debtor disclosed $1 million in both assets and liabilities. Harry P. Long, Esq., at The Law Offices of Harry P. Long, LLC is the Debtor's counsel. BILL STARKS: Seeks Approval to Hire Kohutek PC as Accountant ------------------------------------------------------------ Bill Starks Construction Co., Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Kohutek, PC as its accountant. The Debtor requires the assistance of an accountant to prepare its interim and year-end financial statements for the period ending March 31, 2020 and March 31, 2021 and subsequent interim periods, if applicable. The accountant will also prepare applicable tax returns and related documents. Kohutek will charge $2,500 for each tax year. For its interim and financial statements accounting services, the firm will bill on an hourly basis as follows: Partners $250 per hour Managers $150 per hour Staff $95 per hour Kohutek President Cory Kohutek disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Cory Kohutek Kohutek, PC 1 Village Dr., Ste. 353 Abilene, TX 79606 Telephone: (325) 232-8595 Facsimile: (325) 232-8588 About Bill Starks Construction Bill Starks Construction Co., Inc., an Abilene, Texas-based company operating in the utility system construction industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-10081) on June 9, 2021. In the petition signed by William Starks, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert L. Jones oversees the case. The Debtor tapped Weldon L. Moore, III, Esq., at Sussman and Moore, LLP as legal counsel and Kohutek, PC as accountant. BLUE STAR: Completes Acquisition of Taste of BC Aquafarms --------------------------------------------------------- Blue Star Foods Corp. has completed the acquisition of Taste of BC Aquafarms, Inc., a family-owned and operated land-based Recirculating Aquaculture Systems (RAS) salmon farming operation, based in Nanaimo, British Columbia, Canada. "We believe that RAS is the future of our industry and win-win for all the stakeholders involved in a seafood supply chain that is sustainable over the long-term," said John Keeler, chief executive officer of Blue Star Foods Corp. He further continued, "we are excited to complete the acquisition of Taste of BC Aquafarms and to partner with the Atkinson family, who are pioneers in RAS farming for over a decade. They've built a proven and scalable model and we are excited to strategically fund their next level of growth and use our sales platform to market their delicious, sashimi-grade, Steelhead Salmon." Mr. Keeler further added, "we have as an internal company goal to be producing 21,000 metric tons of product by 2028. Our job is to get the resources for Ben Atkinson and his team to scale their existing technology and proven methodology to get to those numbers. One of the things you are going to be hearing from us in the future, is that Taste of BC is producing more RAS steel-head salmon that is being consumed in the marketplace than many of our publicly traded peers. We believe that when properly resourced, we are more likely to hit our production goals than other folks." "The Atkinson Family is delighted to be joining forces with Blue Star through this acquisition. Almost 10 years ago I set out to create a Salmon RAS model that could be replicated in multiple locations with predicable and dependable results. Our staff, family, and various partners have helped us achieve that original goal, and now Blue Star will help us implement the large scale roll out," said Steve Atkinson, president and co-founder of Taste of BC Aquafarms. He added, "we took a different approach than others developing RAS for salmon production. Ours is a more modular strategy that can be launched with confidence and we believe will be highly scalable." Blue Star's acquisition of Taste of BC Aquafarms is being done through a combination of cash, equity and assumption of debt. Newbridge Securities Corporation is acting as the Exclusive M&A Advisor to Blue Star Foods Corp. and The Crone Law Group is acting as the Company's Legal Counsel. On June 24, 2021 (the "Closing Date"), the Company, Taste of BC and Steve Atkinson and Janet Atkinson (the "Sellers"), entered into a first amendment to the Purchase Agreement, pursuant to which the Purchase Price was increased to up to an aggregate of C$5,000,000. Pursuant to the Amendment, within 10 days of the Closing Date, an aggregate of C$1,000,000 of additional shares of the Company's Common Stock, calculated based on a price of US$2.30 per share, will be placed in escrow, to be held until the 24-month anniversary of the Closing Date. If, within 24 months of the Closing, Taste of BC has cumulative revenue of at least C$1,300,000, the Sellers will receive all of the escrowed shares. If, as of the 24-month anniversary of the Closing, Taste of BC has cumulative revenue of less than C$1,300,000, the Sellers will receive a prorated number of the escrowed shares based on the actual cumulative revenue of Taste of BC as of such date. About Blue Star Foods Blue Star Foods Corp. is a sustainable seafood company that processes, packages and sells refrigerated pasteurized Blue Crab meat, and other premium seafood products. Its products are currently sold in the United States, Mexico, Canada, the Caribbean, the United Kingdom, France, the Middle East, Singapore and Hong Kong. The company headquarters is in Miami, Florida (United States), and its corporate website is: http://www.bluestarfoods.com Blue Star reported a net loss of $4.44 million for the year ended Dec. 31, 2020, a net loss of $5.02 million for the year ended Dec. 31, 2019, and a net loss of $2.28 million for the 12 months ended Dec. 31, 2018. As of March 31, 2021, the Company had $6.05 million in total assets, $6.42 million in total liabilities, and a total stockholders' deficit of $371,261. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 15, 2021, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BONNIE TILE: Wins Cash Collateral Access Thru July 22 ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, has authorized Bonnie Tile II, LLC to use cash collateral on an interim basis in accordance with the budget through July 22, 2021. The Debtor requires the use of cash collateral to pay its regular business operating expenses and administrative expenses and other ordinary expenses as they become due. The parties that assert an interest in the cash collateral are Knight Capital Funding, Wellen Capital, LLC, and Caymus Funding, Inc. The Debtor's authorization to use cash collateral is limited to a variance not to exceed 10% of any particular line-item expense on the budgets, unless otherwise agreed in writing between the parties or by Order of the Court. In the event the Debtor finds the payroll tax expense is higher than contained in the budget, the Debtor is authorized to pay the payroll tax expense from the professional fees expense item. The post-petition liens granted in connection with the use of Collateral and Cash Collateral will at all times be subject and junior to any Court costs and administrative fees and costs awarded by the Court in the proceeding. A final hearing on the Debtor's Emergency Motion for Authorization to Use Cash Collateral is scheduled for July 22 at 3 p.m. by video conference via Zoom for Government. A copy of the order is available at https://bit.ly/3hehfwe from PacerMonitor.com. About Bonnie Tile II, LLC Bonnie Tile II, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-16210) on June 25, 2021. In the petition signed by Dennis R. Hughes, managing member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Craig I. Kelley, Esq., at Kelley, Fulton & Kaplan, P.L is the Debtor's counsel. BURN FITNESS: Wins Cash Collateral Access Thru July 31 ------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, has authorized Burn Fitness, LLC and its affiliates to use cash collateral on an interim basis through July 31, 2021, in accordance with the approved budget. The Debtors are permitted to use Cash Collateral in these amounts (inclusive of any unused available funds previously authorized): Burn Fitness, LLC: $102,975 Burn Fitness-2, LLC: $98,935 Burn Fitness-3, LLC: $16,154 The Debtors are also authorized to provide adequate protection by way of monthly adequate protection payments to Comerica Bank as set forth in the Second Amended Budget. The Court says the Order may become a final order by further stipulation between the Debtors and the Bank, which stipulation will permit the Debtors to continue to use cash collateral without further hearing. The final hearing on the matter is rescheduled for July 26 at 11 a.m. About Burn Fitness Burn Fitness, LLC operates health and fitness centers in three separate locations in Michigan -- Rochester, Clawson and Livonia. It focuses on personal service and a high-quality experience. Burn Fitness and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Lead Case No. 21-43828) on April 30, 2021. In the petition signed by Alyssa Tushman, manager and authorized agent, each of the Debtors disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Mark A. Randon oversees the case. The Debtor tapped Maddin, Hauser, Roth & Heller, P.C. as legal counsel and B2B CFO Partners, LLC as accountant and financial advisor. CANTERA COURT COMPLEX: May Use Cash Collateral Thru August 19 ------------------------------------------------------------- Judge David R. Jones entered an amended interim order authorizing Cantera Court Complex, Inc. to use cash collateral through and including August 19, 2021, pursuant to the approved budget. The budget provided for weekly total disbursements as follows: $22,425 for the week ending July 2, 2021; $125,145 for the week ending July 9, 2021; $2,250 for the week ending July 16, 2021; $350 for the week ending July 23, 2021; $950 for the week ending July 30, 2021; $4,914 for the week ending August 6, 2021; $1,145 for the week ending August 13, 2021; $2,250 for the week ending August 20, 2021; $950 for the week ending August 27, 2021; and $44,914 for the week ending September 3, 2021 Falcon International Bank, as party in interest to the cash collateral, is granted a replacement lien on all of the Debtor's income. Falcon is also ratified and confirmed in its lien on the Debtor's contract for deed payments, rents and all accounts receivable Falcon perfected before the Petition Date, with such lien and replacement lien to continue until further Court order or confirmation of a Plan of Reorganization. Prior to entry of the interim order, the Debtor paid Falcon a tax escrow for $17,198 on May 7, 2021. Falcon and the Debtor entered into an agreed order to modify escrow payments based on an increased Webb County Tax Assessor valuation of the McPherson property for 2021 for the months of May and June, in which a $3,173 credit was applied to the June payment, after accounting for the increase. The Debtor made an escrow payment of $10,852 in June 2021. The Debtor subsequently protested the increased value and the value decreased to $3,000,000, resulting in a credit that shall be applied toward the tax escrow of July and August 2021. Thus, the $28,050 in post-petition escrow payments made by the Debtor, subtracted by the amount owed for May and June 2021, $17,198, results in a $10,852 credit to be applied to the July and August escrow payment. Therefore, the Debtor shall make a payment to Falcon for $15,180 July 1, 2021. On August 1, 2021, the Debtor shall pay Falcon $20,862. Falcon will apply the payments to (1) interest only on the Commercial Loan secured by the Cantera Court Complex office building in Laredo, Texas; and (2) the pre-default contractual principal and interest on the Debtor's Residential Loan owed to Falcon. The Falcon Adequate Protection Payments and tax and insurance escrow will be reduced if a sale of property that is Pre-Petition Collateral to the Loans is approved by the Court and Falcon's lien is paid in full at closing of said sale during the Case. The Debtor shall also provide to Falcon proof of insurance against loss or damage on all the Debtor's real properties. A copy of the amended interim order is available for free at https://bit.ly/3qNfcCQ from PacerMonitor.com. A final hearing on the motion is set for August 19, 2021 at 9 a.m. Objections must be filed no later than two business days before the final Hearing. About Cantera Court Complex Cantera Court Complex, Inc. is the owner and operator of Cantera Court Complex, one of the premier multi-tenant retail centers in Laredo, Texas. It also owns six residential properties doing business as BMW Creative Homes that are under contracts for deed. Cantera Court Complex sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 21-50044) on April 30, 2021. In the petition signed by Eric Lee Benavides, director, the Debtor disclosed up to $10 million in both assets and liabilities. Catherine S. Curtis, Esq., at Pulman, Cappuccio & Pullen, LLP, is the Debtor's legal counsel. Falcon International Bank, as lender, is represented by Richard E. Haynes III, Esq., at Trevino Haynes, PLLC. CDT DE SAN SEBASTIAN: Disclosure Hearing Continued to August 11 --------------------------------------------------------------- Judge Edward A. Godoy has entered an order within which the hearing on approval of disclosure statement filed by CDT De San Sebastian Inc is rescheduled for August 11, 2021 at 1:30 PM via Microsoft Teams Video & Audio Conferencing and/or Telephonic Hearings. A copy of the order dated June 29, 2021, is available at https://bit.ly/2UjACeC from PacerMonitor.com at no charge. Counsel for the Debtor: Jose R Cintron 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 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, the 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. CHARLIE BROWN'S: Court Confirms Plan, Aug. 25 Status Conference Set ------------------------------------------------------------------- Judge Michael G. Williamson approved the Disclosure Statement and confirmed the Chapter 11 Plan of Charlie Brown's Hauling & Demolition, Inc. A copy of the order is available for free at https://bit.ly/2UUBUNb from PacerMonitor.com. The Court will conduct a post-confirmation status conference on at 9:30 a.m. on August 25, 2021. About Charlie Brown's Hauling & Demolition Charlie Brown's Hauling & Demolition, Inc., operates a business of demolition of residential and commercial buildings. It operates its business at 37445 Orange Row Lane, Dade City, Fla. This property is also the homestead property of Charlie W. Brown, president. Charlie Brown's Hauling & Demolition filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-08264) on Nov. 4, 2020, disclosing under $1 million in both assets and liabilities. Judge Michael G. Williamson oversees the case. The Debtor tapped David W. Steen, PA as its legal counsel and A. Brent Geohagan, Esq., as its special counsel. CHIMNEY PASTURES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Chimney Pastures Ranch, LLC 819 Chowning Rd Houston, TX 77024-4512 Chapter 11 Petition Date: July 2, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-32253 Judge: Hon. Christopher M. Lopez Debtor's Counsel: Reese Baker, Esq. BAKER & ASSOCIATES 950 Echo Ln Ste 300 Houston, TX 77024-2824 Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Charles Newcomb, president. 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/KUNOREY/Chimney_Pastures_Ranch_LLC__txsbke-21-32253__0001.0.pdf?mcid=tGE4TAMA CIFC FUNDING 2021-IV: S&P Assigns BB- (sf) Rating on Class E Notes ------------------------------------------------------------------ S&P Global Ratings assigned its ratings to CIFC Funding 2021-IV Ltd.'s floating-rate notes. The note issuance is a CLO securitization backed by primarily broadly syndicated speculative-grade (rated 'BB+' and lower) senior secured term loans that are governed by collateral quality tests. The ratings reflect S&P's view of: -- The diversification of the collateral pool. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The experience of the collateral manager's team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is expected to be bankruptcy remote. Ratings Assigned CIFC Funding 2021-IV Ltd. Class A, $366.00 million: AAA (sf) Class B, $90.00 million: AA (sf) Class C, $36.00 million: A (sf) Class D, $36.00 million: BBB- (sf) Class E, $23.10 million: BB- (sf) Subordinated notes, $57.02 million: Not rated CITY WIDE COMMUNITY: City of Dallas Says Disclosures Inadequate --------------------------------------------------------------- The City of Dallas objects to the Disclosure Statement of the First Amended Plan of City-Wide Community Development Corporation and its affiliates. The City of Dallas files the following objections to the Debtors' Disclosure Statement: * The Disclosure Statement does not adequately address the plan provisions as they relate to the Lancaster Urban Project. * The Disclosure Statement does not adequately address the funding of the various listed development projects in the plan. On page 18 of the Disclosure Statement the Debtor advises it should receive at least 2.5 million dollars from the sale of the Lancaster Urban Village for the plan and other obligations. * The Disclosure Statement should adequately address the timing of the start and estimated completion date of any significant construction it proposes to undertake. * The Disclosure Statement should clearly and correctly identify each tract of real property that the Debtor considers part of a referenced project and clearly identify all the encumbrances and liens on those tracts as well as the current balances owed on same. * The Disclosure statement should clarify page 13 of the plan and if its Debtor's position the City of Dallas is not entitled to vote on any class except class 2A. * The Disclosure statement should identify and describe the management and staff that will be necessary for the Debtor to hire to complete its proposed plan. The Disclosure Statement should also address the qualifications for all those at or above the management level. A full-text copy of the City of Dallas' objection dated June 29, 2021, is available at https://bit.ly/2Uloqdi from PacerMonitor.com at no charge. Attorneys for City of Dallas: Mark Baggett Texas State Bar No. 01509920 James Richards Texas State Bar No. 24089041 Assistant City Attorneys 7DN Dallas City Hall 1500 Marilla Street Dallas, Texas 75201 Telephone – 214/671-8272 Telecopier – 214/670-0622 About City-Wide Community Development Corp. City-Wide Community Development Corp. and its affiliates are primarily engaged in renting and leasing real estate properties. City-Wide Community Development Corp. and affiliates Lancaster Urban Village Residential, LLC and Lancaster Urban Village Commercial, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 21-30847) on April 30, 2021. In the petitions signed by Sherman Roberts, president and chief executive officer, the Debtors disclosed $12,026,657 in assets and $10,332,946 in liabilities. Judge Michelle V. Larson oversees the cases. The Debtors tapped Wiley Law Group, PLLC, as legal counsel, Neal A. Walker, CPA, P.C. as accountant, and Capstone Real Estate Services, Inc. as property manager. CITY WIDE COMMUNITY: Walker & Dunlop Says Plan Unconfirmable ------------------------------------------------------------ Walker & Dunlop, LLC ("W&D") objects to the Disclosure Statement of the First Amended Plan of City-Wide Community Development Corporation and its affiliates. W&D claims that the Disclosure Statement contains insufficient information regarding the applicable regulatory schemes impacting the Debtors' operations and sale process, which, if not complied with, render the Debtors' plan patently unconfirmable. W&D points out that the Disclosure Statement fails to provide for the treatment of W&D's secured claim, provides no information regarding the timeline or process for the proposed sale, provides no information as to the impact, if any, the Debtors' failure to close a sale of the LUV Project would have on the Debtors' plan, and no analysis of the impact of the proposed substantive consolidation of the Debtors' estates. W&D asserts that the characterization in the Disclosure Statement that W&D's claim is unimpaired under the Plan in its current form is not correct. As an impaired class, W&D should be entitled to vote on the Plan. W&D further asserts that the Disclosure Statement generically and inconsistently references the Debtors' intention to substantively consolidate and to reorganize as one single Reorganized Debtor post-confirmation. Even if substantive consolidation were proper under applicable bankruptcy law, to the extent that the W&D debt is not paid in full at closing, substantive consolidation is not permissible. W&D states that the Disclosure Statement fails to provide any information as to whether the Debtors will continue to seek substantive consolidation in the event of a refinancing while the Disclosure Statement suggests that the Debtors may refinance their loans in the absence of a sale. A full-text copy of the W&D's objection dated June 29, 2021, is available at https://bit.ly/3hroLTu from PacerMonitor.com at no charge. Counsel to Walker & Dunlop: VORYS, SATER, SEYMOUR AND PEASE LLP Jeffrey A. Marks Kari B. Coniglio 301 East Fourth Street, Suite 3500 Great American Tower Cincinnati, Ohio 45202 Tel: (513) 723-4000 Fax: (513) 852-8491 E-jamarks@vorys.com kbconiglio@vorys.com Co-Counsel to Walker & Dunlop: Eric M. Van Horn SPENCER FANE LLP 2200 Ross Avenue, Suite 4800 West Dallas, Texas 75201 Tel: (214) 750-3610 Fax: (214) 750-3612 E-mail: ericvanhorn@spencerfane.com About City-Wide Community Development Corp. City-Wide Community Development Corp. and its affiliates are primarily engaged in renting and leasing real estate properties. City-Wide Community Development Corp. and affiliates Lancaster Urban Village Residential, LLC and Lancaster Urban Village Commercial, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 21-30847) on April 30, 2021. In the petitions signed by Sherman Roberts, president and CEO, the Debtors disclosed $12,026,657 in assets and $10,332,946 in liabilities. Judge Michelle V. Larson oversees the cases. The Debtors tapped Wiley Law Group, PLLC as legal counsel, Neal A. Walker, CPA, P.C. as accountant, and Capstone Real Estate Services, Inc. as property manager. COMMUNITY ECO POWER: Has Interim Access to Cash Thru July 22 ------------------------------------------------------------ Judge Elizabeth D. Katz authorized Community Eco Power, LLC and debtor-affiliates to use cash collateral on an interim basis through and including July 22, 2021, pursuant to the approved budget. The budget provided for $4,182,685 in total disbursements over the 13-week period, spread on a weekly basis, as follows: $83,708 for the week ending July 3, 2021; $179,251 for the week ending July 10, 2021; $219,238 for the week ending July 17, 2021; $208,289 for the week ending July 24, 2021; $523,055 for the week ending July 31, 2021; $302,091 for the week ending August 7, 2021; $644,107 for the week ending August 14, 2021; $282,091 for the week ending August 21, 2021; $686,952 for the week ending August 28, 2021; $262,752 for the week ending September 4, 2021; $548,398 for the week ending September 11, 2021; and $242,752 for the week ending September 18, 2021. Judge Katz ruled that Alterna Capital Solutions, LLC and SDI, Inc., as Prepetition Secured Creditors, are granted, subject to the order of priority that existed prior to the Petition Date, Adequate Protection Liens and Section 507(b) Claims. The Debtor also shall provide continued insurance on all property of the Debtors or the estates, as additional adequate protection to the Prepetition Secured Creditors. As of the Petition Date, the Debtors owed Alterna approximately $1,100,000 under a prepetition Invoice Purchase and Security Agreement, and SDI approximately $5,395,000 under a Note and Security Agreement. The Debtors' obligations under the Alterna Agreement is secured by interests in, and valid, binding, perfected, and non-avoidable liens on, all or substantially all of the Debtors' personal property, including Cash Collateral. The SDI Note and Security Agreement is secured by SDI's interests in, and valid, binding, perfected, non-avoidable liens on all or substantially all of the Debtors' assets. The Court ruled that notwithstanding anything to the contrary contained in the Interim Order or the Motion, the Trust Account and the Trust Fund Property with respect to Covanta Projects LLC shall not be subject to the Adequate Protection Liens, Adequate Protection Collateral, Continuing Liens, or Replacement Liens. The Trust Fund Account, opened in September 2019, was established pursuant to a Trust Agreement among Debtor Community Eco Springfield, LLC, as Grantor; Berkshire Bank, as Trustee; and Covanta Projects LLC, as beneficiary. The Debtor-Grantor made an initial deposit into the Trust Account of $225,000, which funds Berkshire continues to hold in trust for Covanta. The Court said the Prepetition Secured Creditors are not in a position to consent or object to the Debtors' and Covanta's stipulation that the Covanta funds are Trust Fund Property and any and all rights of the Prepetition Secured Creditors are reserved. The Court, however, ruled that Alterna shall be entitled to maintain funds in and collect prepetition receivables into the Lockbox under the Alterna Agreement during the Interim Cash Collateral Period, provided that: * Alterna shall transfer to the Debtors funds from the Lockbox necessary to satisfy the Debtors' expenses according to the budget and the Interim Order during the Interim Cash Collateral Period within one business day of a request for any such transfer of funds from the Debtors, for up to $300,000 during the Interim Cash Collateral Period, on the condition that the Debtors provide written evidence of post-petition accounts receivable equaling 110% of the Operating Advances, with such Operating Advances to be funded from prepetition receivables deposited into the Lockbox after the Petition Date; and * in the event that any funds are deposited into the Lockbox after the Petition Date that are not receivables collectable by Alterna under the Alterna Agreement, Alterna shall promptly remit such funds to the Debtors without any further demand from the Debtors, and the remittance of such funds shall not count against the aggregate allowable Operating Advances. A copy of the interim order is available for free at https://bit.ly/3jHylnW from PacerMonitor.com. A continued interim hearing on the motion is set for July 22, 2021, at 10 a.m. via Zoom. Objections must be filed by 4 p.m. on July 20. About Community Eco Power, LLC Community Eco Power, LLC and affiliates, Community Eco Pittsfield, LLC and Community Eco Springfield, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-30234) on June 25, 2021. Their cases are jointly administered under Community Eco Power, LLC On the Petition Date, Community Eco Power disclosed up to $50,000 in assets and up to $10 million in liabilities. Affiliates, Community Eco Pittsfield and Community Eco Springfield each disclosed $1 million to $10 million in both assets and liabilities. The petitions were signed by Richard Fish, president and chief executive officer. D. Sam Anderson, Esq., Adam R. Prescott, Esq., and Kyle D. Smith, Esq. at Bernstein, Shur, Sawyer and Nelson, PA is the Debtor's counsel. COMMUNITY THERAPIES: Seeks Cash Collateral Access ------------------------------------------------- Community Therapies asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral. The Debtor requires immediate access to and use of cash collateral to pay wages, suppliers, current taxes, and other necessary expenses of running a business. The Internal Revenue Service estimates that the Debtor owes $2.4 million in federal payroll taxes. The Debtor estimates that it owes $110,000 in taxes to the Employment Development Department. Exact figures are unavailable at the moment because of the emergency nature of the case; though there are personnel from both agencies who have been assigned to the case, no one has verified the totals owed, nor how much of these sums are actually priority liabilities. The Debtor collects more than $150,000 per month from a client agency which pays for the Debtor's provision of physical and occupational therapy services. The Debtor believes that some part of this income constitutes Cash Collateral under 11 U.S.C. section 363(a) and belongs to the taxing authorities according to their legal priorities. The Chapter 11 case was filed because the Debtor had no more cash flow. The Internal Revenue Service had placed a levy on its major client, the North Los Angeles County Regional Center (NLACRC). The Debtor had been trying to negotiate with the Internal Revenue Service; at one point in late 2020, the service's collector had agreed to release levies on the company. In reliance on this agreement, the Debtor budgeted to pay its payroll taxes tor the first and second quarters of 2021 from its accounts receivable, but the Internal Revenue Service reinstated the levy, preventing it from using the budgeted funds to stay in compliance. The Debtor first came into noncompliance with its payroll tax obligations in 2011. At that time, the California legislature had unilaterally lowered the amount of reimbursements it would pay through state agencies for the Debtor's therapies. There followed intermittent periods where the Debtor was not in compliance; in spite of the representations from the IRS, the Debtor has made payments on its payroll liabilities, and has paid more than $500,000 on them in the past year. In March 2021, the Debtor's president provided a financial statement to the Internal Revenue Service in hopes of reaching an installment agreement or offer in compromise. The collector refused to consider either of these options, and responded by levying on the company. The NLACRC holds approximately $580,000 in accounts receivable owing to the Debtor. The IRS has filed notices of federal tax lien covering the entire amount owed, as has the EDD. The Debtor believes that all accounts receivable are subject to the lien notices. The Debtor assumes that all taxes owed are priority in nature, and that it must pay these priority taxes in full over the course of 60 months. This represents a monthly payment of approximately $45,291 to the IRS, and $1,850 to the EDD. As adequate protection for the use of cash collateral, the Debtor proposes to make monthly payments of $45,291 to the Internal Revenue Service, made on the 24th day of the month for the next 60 months. The payments will satisfy both the Bankruptcy Code's requirements for handling a priority tax debt in a Chapter 11 plan, and at the same time provide adequate protection against the diminution in value of the IRS's collateral. The priority taxes owing to the EDD totaled $110,295 in March 2021. In order to consummate its plan, the Debtor must pay this sum over the course of the next five years, or approximately $1,850 per month. The Debtor proposes to make monthly payments of $1,850 to the EDD, starting on the 24th of July, for the next 60 months. The payments will satisfy both the Code's requirements for handling a priority tax debt in a Chapter 11 plan, and at the same time provide adequate protection against the diminution in value of the EDD's collateral. A copy of the motion is available at https://bit.ly/3qJdWAs from PacerMonitor.com. About Community Therapies Community Therapies works with children and adults with various disabilities in need of therapy services such as speech/ language, early intervention for children birth to three with developmental delays, disabilities, including autism spectrum disorders, occupational therapy, sensory integration, nutrition, behavior, social skills/friendship groups, family support groups, infant massage, specialized programs for language and reading, and relationship building for parent/child. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-11111) on June 24, 2021. In the petition signed by Roy Jensen, president, the Debtor disclosed under $50,000 in assets and under $10 million in liabilities. Judge Victoria S. Kaufman oversees the case. John D. Faucher, Esq., at Faucher Law is the Debtor's counsel. CONNOR FOREST: Wins Cash Collateral Access Thru July 31 ------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Wisconsin has authorized Connor Forest Management LLC to use the cash collateral of Compeer Financial PCA and Compeer Financial, FLCA, and Laona State Bank through July 31, 2021. The Debtor is authorized to use a maximum of $181,623 in cash collateral for its business operations in the month of July 2021. As adequate protection for the Debtor's use of cash collateral, Laona State Bank and Compeer will each have a replacement lien on all post-petition assets, including accounts receivable and equipment, in the same priority that existed prepetition. The use of cash collateral is conditioned upon these terms: a. The Debtor will pay $8,000 to Laona State Bank on or before July 15, 2021; b. The Debtor will pay $6,421 to Compeer on or before July 9, 2021; c. The payments to Laona State Bank and Compeer will not derive from the sale of any of their collateral, including but not limited to their sawmill property; d. The Debtor will provide proof of insurance on all assets of the Debtor to Laona State Bank and Compeer and the insurance will name Laona State Bank and Compeer as loss payees on the items of collateral as their interests appear; e. The Debtor's use of cash collateral is limited to the cash flow budget; f. The Debtor will provide Compeer with a reconciliation of the Debtor's budget to actual income and expenses for the months of June and July and a profit and loss statement, as generated by its Quickbooks program, and any reports filed with the United States Trustee. The Debtor will provide the June 2021 information by July 9, 2021, and the July 2021 information by August 10, 2021; g. The Debtor will provide Compeer with the following documents related to all payments to Connor Forest Products, LLC: (i) copies of detailed invoices from Connor Forest Products, LLC; and (ii) copies of checks written to Connor Forest Products, LLC; h. No sale of collateral may occur without Court approval; and i. The Debtor has received a prepetition offer to purchase a parcel of real estate, known as the sawmill property. That sale may occur only upon further Court order. A hearing on the matter is scheduled for July 30 at 10 a.m. via Zoom video conference. A copy of the order is available at https://bit.ly/3AnRJwj from PacerMonitor.com. About Connor Forest Management LLC Connor Forest Management LLC is a privately held company in the timber business. It also offers other services such as trucking, land clearing, logging services, excavation and firewood delivery. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Case No. 21-23637) on June 25, 2021. In the petition signed by Robert Connor, owner, the Debtor disclosed $2,212,324 in assets and $4,373,227 in liabilities. Judge Katherine M. Perhach oversees the case. George Goyke, Esq., at Goyke & Tillsch, LLP is the Debtor's counsel. CORRY DAVIS: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Corry Davis Marketing, Inc. 542 East Highway 64 Canton, TX 75103 Business Description: Corry Davis Marketing, Inc. is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: July 2, 2021 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 21-60280 Debtor's Counsel: Michael E. Gazette, Esq. LAW OFFICES OF MICHAEL E GAZETTE 100 E. Ferguson Street, Suite 1000 Tyler, TX 75702 Tel: (903) 596-9911 E-mail: megazette@suddenlinkmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dale Murphy, president. The Debtor failed to include in the petition a list of its 20 largest unsecured crditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZEGAY5I/Corry_Davis_Marketing_Inc__txebke-21-60280__0001.0.pdf?mcid=tGE4TAMA CSB PHARMACY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Five affilates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- CSB Pharmacy, Inc. 21-71217 1592 Route 739 Dingmans Ferry, PA 18328 CAB Pharmacy, Inc. 21-71215 d/b/a Good Health Pharmacy 3655 Innovation Drive Lakeland, FL 33812 Caliber Enterprises, Inc. 21-71214 d/b/a Caliber Pharmacy 1311 Broadway Hewlett, NY 11557 CBA Pharmacy, Inc. 21-71216 d/b/a Good Health Pharmacy 13801 Bruce B. Downs Blvd., Suite 102 Tampa, FL 33613 Seven Hills Pharmacy, Inc. 21-71213 d/b/a Jayson Pharmacy 1575 Hillside Avenue, Suite 105 New Hyde Park, NY 11040 Business Description: The Debtors own and operate drug stores and proprietary stores. Chapter 11 Petition Date: July 1, 2021 Court: United States Bankruptcy Court Eastern District of New York Judge: Hon. Louis A. Scarcella (21-71217, 21-71215, and 21-71213) Hon. Alan S Trust (21-71214, 21-71216) Debtors' Counsel: Ronald M. Terenzi, Esq. TERENZI & CONFUSIONE, P.C. 401 Franklin Avenue, Suite 300 Garden City, NY 11530 Tel: 516-812-4502 Email: rterenzi@tcpclaw.com CSB Pharmacy's Total Assets: $139,963 CSB Pharmacy's Total Liabilities: $2,312,432 CAB Pharmacy's Total Assets: $31,388 CAB Pharmacy's Total Liabilities: $1,988,364 Caliber Enterprises' Total Assets: $119,003 Caliber Enterprises' Total Liabilities: $3,025,684 CBA Pharmacy's Total Assets: $104,986 CBA Pharmacy's Total Liabilities: $295,184 Seven Hills Pharmacy's Total Assets: $77,418 Seven Hills Pharmacy's Total Liabilities: $3,470,759 The petitions were signed by Karthik Dhama, president. Full-text copies of the petitions containing, among other items, lists of the Debtors' largest unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Q45SQQY/CSB_Pharmacy_Inc__nyebke-21-71217__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/AY2PZUI/CAB_Pharmacy_Inc__nyebke-21-71215__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/AVYWRKY/Caliber_Enterprises_Inc__nyebke-21-71214__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/BC3ZUCI/CBA_Pharmacy_Inc__nyebke-21-71216__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/ABRYCNY/Seven_Hills_Pharmacy_Inc__nyebke-21-71213__0001.0.pdf?mcid=tGE4TAMA DAVEY KENT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Davey Kent, Inc. d/b/a Davey Drill 200 W. Williams Street P.O. Box 400 Kent, OH 44240 Business Description: Davey Kent, Inc. is a manufacturer of industrial machinery. Chapter 11 Petition Date: July 2, 2021 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 21-51022 Judge: Hon. Alan M. Koschik Debtor's Counsel: Marc B. Merklin, Esq. BROUSE MCDOWELL, LPA 388 S. Main Street, Suite 500 Akron, OH 44311 Tel: 330-535-5711 Email: mmerklin@brouse.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas J. Myers, II, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GVPX7TQ/Davey_Kent_Inc__ohnbke-21-51022__0001.0.pdf?mcid=tGE4TAMA DAVEY KENT: Seeks Cash Collateral Access ---------------------------------------- Davey Kent, Inc. and Nypano Company, LLC ask the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, for authority to use cash collateral and provide adequate protection. The Debtors require the use of cash collateral to pay operating expenses, including prepetition payroll and benefits, certain prepetition tax obligations, and BWC premiums. Hometown Bank asserts an interest in the cash collateral. On August 4, 2015, the Lender made a loan to Debtor Davey Kent and nondebtor Davey Kent Acceptance Corporation in the principal amount of $375,000, as evidenced by a promissory note. On June 25, 2018, in conjunction with the execution of a Loan Modification Agreement, Davey Kent and Acceptance executed and delivered to the Lender an Amended and Restated Note 1. As of the Petition Date, the principal amount outstanding on Note 1 is approximately $133,709.63. On October 14, 2016, the Lender made a loan to Debtor Davey Kent in the principal amount of $1,390,811.29 as evidenced by a promissory note. On June 25, 2018, in conjunction with the execution of a Loan Modification Agreement, Debtor Davey Kent executed and delivered to the Lender an Amended and Restated Note 2. As of the Petition Date, the principal amount outstanding on Note 1 is approximately $1,429,717.07. On February 4, 2019, the Lender made a loan to Debtor Nypano in the principal amount of $215,000 as evidenced by that certain promissory note of event date. As of the Petition Date, the principal amount outstanding on Note 3 is approximately $207,107.74. The Debtors propose to provide adequate protection to the Lender by (i) making monthly payments through the pendency of the Chapter 11 cases, beginning August 1, 2021, in the approximate amount of $11,000, which amount is reflective of the amount of non-default interest on the term loans. A copy of the motion is available at https://bit.ly/2UlWndA from PacerMonitor.com. About Davey Kent, Inc. Davey Kent, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-51022) on July 2, 2021. In the petition signed by J. Thomas Myers, II, president, the Debtor disclosed up to $10 million in both assets and liabilities. Marc B. Merklin, Esq., at Brouse McDowell, LPA is the Debtor's counsel. DJM HOLDINGS: Creditor Igloo Series Opposes Plan & Disclosures -------------------------------------------------------------- US Bank Trust National Association as Trustee of Igloo Series III Trust ("Creditor") objects to the proposed Chapter 11 Plan and Disclosure Statement of DJM Holdings, Ltd. The objection is supported by the following memorandum. The property in question is real estate located at 20609 Mountville Dr., Maple Heights, OH 44137. The Debtor's plan proposes to pay the secured amount of $28,806.75 (value of $30,000.00 minus $1,193.25 real estate tax) over 30 years amortized at 6%. Creditor holds a secured claim in the amount of $116,832.11. Creditor has filed its "Notice of Election Under 11 U.S.C. § 1111(b)(2), and specifically elects pursuant to 1111(b) of Chapter 11, Title 11 U.S.C. application of Paragraph (2) of §1111(b). Creditor demands that its proof of claim be paid in full as filed. In the event that the Court should deny the 1111(b)(2) election for any reason, Creditor believes that Debtor has undervalued the property in question, and Creditor requests permission to perform a full exterior and interior appraisal. The Debtor's Chapter 11 Plan does not adequately protect the Creditor's interest in said Property and should be denied confirmation. Debtors' Disclosure Statement must be amended. A full-text copy of the Creditor's objection dated June 29, 2021, is available at https://bit.ly/3AkfFkb from PacerMonitor.com at no charge. Attorney for Creditor: Jon J. Lieberman (0058394) Sottile & Barile, Attorneys at Law 394 Wards Corner Road, Suite 180 Loveland, OH 45140 Phone: 513.444.4100 Email: bankruptcy@sottileandbarile.com About DJM Holdings Concord-based DJM Holdings Ltd is the fee simple owner of 38 properties in Ohio, having a total current value of $1.02 million. DJM Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-10483) on Feb. 14, 2021. At the time of the filing, the Debtor disclosed $1,144,439 in assets and $2,816,538 in liabilities. Judge Arthur I. Harris oversees the case. The Debtor is represented by Forbes Law, LLC. DJM HOLDINGS: Creditor Tiki Series Opposes to Plan & Disclosures ---------------------------------------------------------------- US Bank Trust National Association as Trustee of Tiki Series III Trust ("Creditor") objects to the proposed Chapter 11 Plan and Disclosure Statement of DJM Holdings, Ltd. The property in question is real estate located at 21304 Franklin Road, Maple Heights, OH 44137. The Debtor's plan and disclosure statement proposes to pay the secured amount of $24,053.33 (value of $25,000.00 minus $946.67 real estate tax) over 30 years amortized at 6%. Creditor holds a secured claim in the amount of $105,699. Creditor has filed its "Notice of Election Under 11 U.S.C. Sec. 1111(b)(2), and specifically elects pursuant to 1111(b) of Chapter 11, Title 11 U.S.C. application of Paragraph (2) of §1111(b). Creditor demands that its proof of claim be paid in full as filed. In the event that the Court should deny the 1111(b)(2) election for any reason, Creditor believes that Debtor has undervalued the property in question, and Creditor requests permission to perform a full exterior and interior appraisal. The Debtor's Chapter 11 Plan does not adequately protect the Creditor's interest in said Property and should be denied confirmation. Debtors' Disclosure Statement must be amended. A full-text copy of the Creditor's objection dated June 29, 2021, is available at https://bit.ly/3jFRsif from PacerMonitor.com at no charge. Attorney for Creditor: Jon J. Lieberman Sottile & Barile, Attorneys at Law 394 Wards Corner Road, Suite 180 Loveland, OH 45140 Phone: 513.444.4100 Email: bankruptcy@sottileandbarile.com About DJM Holdings Concord-based DJM Holdings Ltd is the fee simple owner of 38 properties in Ohio, having a total current value of $1.02 million. DJM Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 21-10483) on Feb. 14, 2021. At the time of the filing, the Debtor disclosed $1,144,439 in assets and $2,816,538 in liabilities. Judge Arthur I. Harris oversees the case. The Debtor is represented by Forbes Law, LLC. EARTH ENERGY: Trustee Taps CR3 Partners as Financial Advisor ------------------------------------------------------------ Eric Terry, the appointed Subchapter V trustee in the Chapter 11 case of Earth Energy Renewables, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ CR3 Partners LLC as restructuring and financial advisor. The firm's services include: (a) assisting the trustee and his professionals in managing the Debtor's Subchapter V process; (b) assisting the trustee and his legal counsel and providing testimony in the Subchapter V proceeding as needed; (c) establishing communication protocol with stakeholders; (d) assisting in the preparation of financial projections and cash flow budgets; (e) assisting in the evaluation of the proposed sale process and any current or proposed debtor-in-possession (DIP) financing; (f) potentially assisting the management in the sale of the Debtor's assets and the closing of such sale; (g) identifying liquidity needs and continuing or implementing the cash management program with the trustee; (h) negotiating with creditors and other constituents of the Debtor concerning restructuring of debt, DIP financing and any asset sale process; and (i) providing such other similar services as may be requested or required. The hourly rates of the firm's professionals are as follows: Partner $795 per hour Partner $825 - $725 per hour Sr. Director/Director $795 - $495 per hour Manager $495 - $425 per hour Associate $350 - $350 per hour James Katchadurian, a partner at CR3 Partners, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: James Katchadurian CR3 Partners 450 Lexington Avenue, 4th Floor New York, NY 10017 Telephone: (914) 646-9451 Email: james.katchadurian@cr3partners.com About Earth Energy Renewables Earth Energy Renewables, LLC -- http://www.ee-renewables.com-- is a Canyon Lake, Texas-based company focused on commercializing bio-based chemicals and fuels. It has demonstrated success in creating high-margin green alternatives to petroleum-based products. Earth Energy Renewables sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-51780) on Oct. 20, 2020. In the petition signed by Jeff Wooley, manager, the Debtor disclosed total assets of up to $50 million and total liabilities of up to $10 million. Judge Ronald B. King oversees the case. Dean W. Greer, Esq., is the Debtor's legal counsel. Carl Frampton, an accountant practicing in Texas, serves as the Debtor's chief financial officer. Eric Terry, Chapter 11 trustee, tapped Chamberlain Hrdlicka White Williams & Aughtry PC as legal counsel; William G. West PC CPA as accountant; CohnReznick Capital Market Securities, LLC as investment banker; and CR3 Partners LLC as restructuring and financial advisor. EARTH FARE: Joint Liquidating Plan Confirmed by Judge ----------------------------------------------------- Judge Karen B. Owens has entered findings of fact, conclusions of law and order confirming the Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Earth Fare, Inc., et al. The Combined Disclosure Statement and Plan has been proposed in good faith and in compliance with applicable provisions of the Bankruptcy Code and not by any means forbidden by law, thus satisfying Section 1129(a)(3) of the Bankruptcy Code. The Stipulation and Agreement Regarding Administrative Proofs of Claim of United Natural Foods Inc. and Albert's Organics Inc. and Stipulation and Agreement Regarding Administrative Proofs of Claim of Inland Fresh Seafood Corporation of America, Inc., which stipulations and agreements were filed as part of the Plan Supplement, are approved. The appointment of the Wind-Down Officer and the terms of the proposed compensation thereof are approved. Charles Goad shall be appointed as the Wind-Down Officer. The Wind-Down Officer shall have such rights, powers and duties and shall receive such compensation as is provided for in this Confirmation Order and the Combined Disclosure Statement and Plan. Counsel to the Debtors: Pauline K. Morgan M. Blake Cleary Sean T. Greecher Shane M. Reil YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1256 E-mail: EF@ycst.com About Earth Fare Founded in 1975 in Asheville, N.C., Earth Fare, Inc. -- http://www.earthfare.com/-- is a natural and organic food retailer with locations across 10 states. It offers groceries and wellness and beauty products. Earth Fare and its affiliate, EF Investment Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-10256) on Feb. 4, 2020. At the time of the filing, the Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; FTI Consulting, Inc. as financial and restructuring advisor; and Epiq Corporate Restructuring, LLC as claims, solicitation and balloting agent. Malfitano Advisors, LLC provides disposition advisory services to the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Earth Fare, Inc. and EF Investment Holdings, Inc. The Committee retained Pachulski Stang Ziehl & Jones LLP, as counsel, and Alvarez & Marsal North America, LLC, as financial advisor. ELI & ALI: Wins Cash Collateral Access Thru July 30 --------------------------------------------------- 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 an interim basis in accordance with the budget, with a 10% variance, through July 30, 2021. The Debtor said its need for continued Cash Collateral access is immediate and critical to enable the Debtor to administer the Chapter 11 Case generally, continue operating 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 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. The Prepetition Lender will also receive (i) $750 per month, with the first payment due April 16, 2021, and commencing promptly after the entry of the First 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 the payments will be applied by the Prepetition Lender as a permanent reduction of the Prepetition Debt in accordance with the Prepetition Financing Document. 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 the 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 the 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 the 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/3dDnW8U 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. Capital One, National Association, as Prepetition Lender, is represented by Troutman Pepper Hamilton Sanders LLP. EVERGREEN DEVELOPMENT: August 31 Plan Confirmation Hearing Set -------------------------------------------------------------- On June 17, 2021, debtors Evergreen Development Group and The Evergreens of Apple Valley, L.L.P., filed with the U.S. Bankruptcy Court for the District of Minnesota a disclosure statement regarding the plan. On June 29, 2021, Judge Michael E. Ridgway approved the disclosure statement and ordered that: * August 31, 2021, at 2:00 p.m., in Courtroom 2, United States Courthouse, 118 South Mill Street, Fergus Falls, Minnesota 56537 is the hearing to consider confirmation of the plan. * Seven days prior to the hearing is the last day to timely deliver an objection, and ten days prior to the hearing is the last day to timely mail an objection. The objection must be filed not later than one day after service. * Five days prior to the hearing is fixed as the last day to timely file the ballots to accept or reject the plan. A copy of the order dated June 29, 2021, is available at https://bit.ly/3ylNjnY from PacerMonitor.com at no charge. About Evergreen Development Group Evergreen Development Group is a single asset real estate company which owns and leases commercial real estate in Waite Park, Minnesota. Its principal place of business and corporate offices are located at 95 10th Ave. South, Waite Park, Minnesota, 56387. The Debtor merged with The Evergreens of Apple Valley, L.L.P. in 2015. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. D. Minn. Case No. 21-60066) on Feb. 26, 2021. In the petition signed by Robert A. Hopman, general partner, the Debtor disclosed up to $10 million in assets and up to $50,000 in liabilities. FOLEY & MANSFIELD, P.L.L.P., represents the Debtor. FLOW SERVICES: Modified Liquidating Plan Confirmed by Judge ----------------------------------------------------------- Judge John W. Kolwe has entered findings of fact, conclusions of law and order confirming the First Immaterially Modified Plan of Liquidation filed by Flow Services and Consulting, Inc. In accordance with sections 1122 and 1123(a) of the Bankruptcy Code, the Court concludes that the Plan adequately: designates classes of Claims; specifies classes of Claims that are not impaired under the Plan, and specifies the treatment of classes of Claims that are impaired under the Plan; and provides for adequate means for the Plan's implementation. In accordance with sections 1129(a)(2) and (a)(3) of the Bankruptcy Code, the Court concludes that the Debtor: is a proper debtor and proper proponent of the Plan under the Bankruptcy Code; proposed the Plan in good faith and not by any means forbidden by law; and has acted and presently is acting in good faith in conjunction with all aspects of the Plan and this case. In order to resolve their objection to confirmation, the Louisiana Department of Revenue will be entitled to statutory interest on their secured claims from the date of the petition and on their unsecured priority claims from the date of confirmation. The sale of assets contemplated by the Plan is free and clear of all liens and claims, and those liens and claims are hereby referred to the proceeds of said sale, with the purchaser being entitled to the protections of 11 U.S.C. §363(m) in connection with the sale. A copy of the Plan Confirmation Order dated June 29, 2021, is available https://bit.ly/3xaxfFf from PacerMonitor.com at no charge. Attorneys for the Debtor: Bradley L. Drell Heather M. Mathews GOLD, WEEMS, BRUSER, SUES & RUNDELL P. O. Box 6118 Alexandria, LA 71307-6118 Telephone (318) 445-6471 Fax: (318) 445-6476 E-mail: bdrell@goldweems.com About Flow Services & Consulting Flow Services and Consulting Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 21-50005) on Jan. 5, 2021. Keith J. Martin, president, signed the petition. In the petition, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge John W. Kolwe oversees the case. The Debtor tapped Gold, Weems, Bruser, Sues & Rundell APLC as legal counsel, Stout Risius Ross LLC and Grant Thornton LLP as financial advisor, and Girouard, Melancon & Associates, LLC as accountant. FORD STEEL: $2.4M Unsecured Claims to be Paid in Full Under Plan ---------------------------------------------------------------- Ford Steel, LLC, filed with the Bankruptcy Court a First Amended Plan of Reorganization. The Plan proposes the sale of the Debtor's real property pre-confirmation through a Section 363 sale, with the proceeds to be used to pay off certain secured creditors. The remaining creditors will be paid through the continuation of the Debtor's business utilizing the profits to fund the plan over a 1 to 15 year period. The Plan of Reorganization proposes to continue the Debtor's operations and utilize the profits to fund the impaired Classes over a period from 5 to 15 years. Class 5 - General Unsecured Claims, which Class is impaired under the Plan, consists of $2,412,114 in unsecured claims, excluding insider and disputed claims. These claims shall be paid 100% of their claims in equal quarterly installments over a 10 year period. If any creditor is listed as disputed on the Debtor's schedules and is later provided an allowed claim, then that allowed claim shall be paid pro-rata beginning in the first quarter after its claim is allowed. The final payment in the tenth year of the plan shall be adjusted accordingly to accommodate the increase in payments under the plan. The first payment shall be made on the 15th day of the third full month of the first full quarter following the effective date of the plan. The anticipated quarterly installments to Class 5 creditors are as follows: a. $50,000 over the first year; b. $60,000 over the second through ninth year; and c. $52,114 as a final payment in the second quarter of the tenth year. Class 6 - Insider Steve Bales, which Class is impaired under the Plan, consists of the insider unsecured claims of Steve Bales for $3,420,822. Steve Bales is a private investor and minority shareholder of the Debtor. He initially factored receivables for the Debtor and those that went unpaid were converted to a note. These claims will be paid in equal monthly installments of $57,014 over a five-year period. However, payment on these claims shall not begin until the 15th day of the first full month of the first full quarter following completion of all payment to Class 5. It is anticipated that these claims shall be paid in months 120 - 180. A copy of the First Amended Plan is available for free at https://bit.ly/36aec1S from PacerMonitor.com. About Ford Steel Porter, Texas-based Ford Steel, LLC -- http://www.fordsteelllc.com/ -- is in the business of steel product manufacturing. It fabricates for a wide variety of industries including the petrochemical industry, waste water treatment, transmission communication and broadcast towers, mining, and oil and gas industries. Ford Steel filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 20-34405) on Sept. 1, 2020. Herbert C. Jeffries, managing member, signed the petition. The Debtor had between $1 million and $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Cooper & Scully, PC as bankruptcy counsel. Muskat Mahony & Devine, LLP, and Currin Wuest Mielke Paul & Knapp, PLLC, serve as the Debtor's special counsel. First Financial Bank, Inc., as lender, is represented by West, Webb, Allbritton & Gentry, PC. GLOBAL COURIERS: Gets Cash Collateral Access Thru July 14 --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, has authorized Global Couriers Inc. to use cash collateral on an interim basis in accordance with the budget through July 14, 2021. The Debtor is authorized, retroactive to the Petition Date, to use Cash Collateral for those purposes and in those amounts set forth in the Budget, subject to reasonable variances, as and when such expenses become due and payable. CHTD Company will receive monthly adequate protection payments of $1,878.57 for the Debtor's use of the Cash Collateral. A second interim hearing on the matter is scheduled for July 14 at 10:30 a.m. A copy of the order is available at https://bit.ly/3yy9rvt from PacerMonitor.com. About Global Couriers Inc. Global Couriers Inc. is a trucking company. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 21-31391) on June 28, 2021. In the petition signed by Alma W. Watkins, treasurer, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Charles R. Merrill oversees the case. David M. Cantor, Esq., at Seiller Waterman LLC is the Debtor's counsel. GTT COMMUNICATIONS: S&P Cuts ICR to SD on Missed Interest Payment ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based internet protocol network operator GTT Communications Inc. to 'SD' (selective default) from 'CCC-' and the issue-level rating on its unsecured notes to 'D' from 'C'. The downgrade follows GTT's recent announcement that it failed to make a $22.6 million interest payment on its 7.875% unsecured notes due in 2024. The company has a 30-day grace period, but S&P does not expect it to make the payment within that time given its heavy debt burden, which it views as unsustainable. GTT also announced it extended its forbearance agreements with lenders and noteholders to July 6 from June 28. The company continues to obtain waivers from creditors until it can complete the $2.15 billion sale of its infrastructure division to I Squared Capital. S&P said, "Still, we believe GTT could pursue a distressed exchange or restructuring to address its very high debt HANKEY O'ROURKE: Confirmation Hearing Continued to August 20 ------------------------------------------------------------ The hearing to consider confirmation of the Third Amended Chapter 11 Plan of Hankey O'Rourke Enterprises LLC has been continued to August 20, 2021 at 12:30 p.m., via telephone. About Hankey O'Rourke Hankey O'Rourke Enterprises LLC, a privately held company in Great Barrington, Mass., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30500) on June 21, 2019. In the petition signed by Juanita O'Rourke, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Elizabeth D. Katz. Shatz, Schwartz & Fentin, P.C., is the Debtor's counsel. HARI 108: Wins Cash Collateral Access Thru July 9 ------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, has authorized HARI 108, LLC to use the cash collateral of Associated Wholesale Grocers, Inc., MBH Investments, LLC, the U.S. Small Business Administration, United Food and Commercial Workers Unions and Employers Midwest Pension Fund, and United Food and Commercial Workers International Union-Industry Pension Fund. The Debtor is permitted to use the Cash Collateral only to pay actual, ordinary and necessary operating expenses for the purposes and up to the amounts set forth in the budget, with a 5% variance. Prior to the Petition Date, the Debtors entered into loan agreements with the SBA, AWG and MBH, respectively. The exact amount of indebtedness as of the Petition Date will be reflected in the proofs of claim to be filed by the SBA, AWG and MBH, in the case. Pursuant to the loan documents, the Debtors granted the SBA, AWG and MBH perfected first priority security interests certain of the Debtor's property, some of which constitutes Cash Collateral. Prior to the Petition Date, the UFCWEMP and UFCWI issued Illinois citations to discover assets. Those citations may also give rise to a Cash Collateral right in the funds in the bank accounts. The Debtor reserves the right to object to the validity, extent and priority of any lien they may have acquired. As adequate protection, the Creditors are granted valid, binding, enforceable and perfected liens and security interests in and on any of the Debtor's now owned collateral or collateral acquired since the Petition Date, to the same extent, validity and priority held by the Creditors prior to the Petition Date and to the extent of the diminution in the amount of Cash Collateral used by the Debtor after the Petition Date. The Replacement Liens will be, as to the Creditors collectively, and reserving any finding as to the priority of any liens and security interests between the Creditors with respect thereto, (x) a first priority perfected lien upon all of the postpetition collateral that is not otherwise encumbered by a validly perfected, non-avoidable security interest or lien on the Petition Date, (y) a first priority, senior, priming and perfected lien upon postpetition collateral subject to a lien that is junior to the liens securing the prepetition obligations, and (z) junior perfected lien upon all pre and postpetition collateral, which is subject to any validly perfected, non-avoidable lien that would be senior to the Replacement Liens under applicable law. The Replacement Liens granted will constitute valid and duly perfected security interests and liens, and the Creditors will not be required to file or serve financing statements, notices of lien or similar instruments that otherwise may be required under federal or state law in any jurisdiction, or take any action, including taking possession or establishing control over any collateral, to validate and perfect such security interests and liens; and the failure by the Debtor to execute any documentation relating to the Replacement Liens will in no way affect the validity, perfection or priority of such Replacement Liens. The Debtor's right to use Cash Collateral under the terms of the Order will automatically expire without further action or notice on July 9, 2021, unless further extended by Court Order. A status hearing on the Debtor's right to use Cash Collateral and entry of a further interim order is scheduled for July 8 at 9 a.m. via Zoom. A copy of the order and the Debtor's budget is available at https://bit.ly/2V4xxPT from PacerMonitor.com. The Debtor projects $55,238.50 in gross sales and $48,386.58 in total expenses. About HARI 108, LLC HARI 108, LLC, doing business as Illinois Valley Food & Deli, is a grocery and delicatessen operating in LaSalle, Ill. Hari was formed in February 17, 2011. It acquired IVFD, a business that had been operating in LaSalle for over 60 years. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-08044) on June 30, 2021. In the petition signed by Sanjay Amin, manager, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Timothy A. Barnes oversees the case. O. Allan Fridman, Esq., at Law Office of Allan Fridman is the Debtor's counsel. HASTINGS AND HOLLOWELL: August 17 Plan Confirmation Hearing Set --------------------------------------------------------------- On June 28, 2021, debtor Hastings and Hollowell, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a disclosure statement and plan. On June 29, 2021, Judge David M. Warren conditionally approved the disclosure statement and established the following dates and deadlines: * Aug. 10, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement. * Aug. 17, 2021, at 11:00 a.m. in 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27601 is the hearing on confirmation of the plan. * Aug. 10, 2021, is fixed as the last day for filing written acceptances or rejections of the plan. * Aug. 10, 2021, is fixed as the last day for filing and serving written objections to confirmation of the plan. A copy of the order dated June 29, 2021, is available at https://bit.ly/3dGuAeF from PacerMonitor.com at no charge. The Debtor is represented by: Clayton W. Cheek, Esq. The Law Offices of Oliver & Cheek, PLLC P.O. Box 1548 New Bern, NC 28563 Phone: 252-633-1930 Fax: 252-633-1950 Email: clayton@olivercheek.com About Hastings and Hollowell Hastings and Hollowell, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C Case No. 21-00806) on April 8, 2021. The Hon. David M. Warren oversees the case. At the time of filing, the Debtor was estimated to have $1 million to $10 million assets and liabilities. Judge David M. Warren presides over the case. THE LAW OFFICES OF OLIVER & CHEEK, PLLC, led by Clayton W. Cheek, is the Debtor's counsel. HUSCH & HUSCH: To Tap McCallen as Liquidator, No Financing in Sight ------------------------------------------------------------------- Husch & Husch, Inc., filed with the Bankruptcy Court a Fourth Amended Plan and accompanying Disclosure Statement. The Debtor's bankruptcy was prompted by the decision of Heritage Bank to discontinue farm-related loans. For years, Debtor has operated its business using a line of credit of about $2,500,000 from Cashmere Valley Bank, who later sold certain of its loans to Heritage Bank, including the line of credit loan to Debtor. Accordingly, Heritage Bank advised Debtor that the line of credit would not be renewed and that Debtor needed to retire all five of its loans. As the Debtor was unable obtain alternative financing to retire the Heritage Bank debt, the Bank sued the Debtor and others to appoint a receiver to essentially take all of the Debtor's assets and sell the same to pay the Heritage Bank claim. The Debtor filed its Chapter 11 case to stop the property sale by Heritage Bank. Kelly Husch, the Debtor's 50% equity holder, intends to sell his interest in the Debtor and retire, and as part of his stock sale (either to Debtor or the remaining two shareholders) he wants his guarantees of the five secured claims of Heritage Bank released. The Debtor said it would need approximately $5,000,000 to pay off Heritage Bank loans and use the balance for working capital purposes. As of the date of its Fourth Amended Plan, Debtor does not have a loan and/or loans of sufficient amount to pay all creditors in full. The Plan provides that if it cannot obtain financing in a sufficient amount to retire the Heritage Bank debt, it will sell its business and all of its assets. The Plan also provides that the Debtor shall begin to wind down all business operations and a liquidating agent will be appointed. At confirmation, McCallen and Sons shall be appointed as liquidating agent who shall assume control over all property of the estate, shall sell/liquidate the same, and disburse the liquidation sales proceeds pursuant to the terms of the Plan. Moreover, the Plan provides that the Debtor's Business shall be continuously operated with present management at least until a Liquidating Agent is appointed. The net income Debtor earns from business activity shall be used to pay allowed claims. The Plan proposed that there will be 25 classes of Creditors. The classes are as follow: * Class 1: Consists of sub-Classes 1(a), 1(b), and 1(c) which are administrative expense claims pursuant to Sections 503(b)(4), 503(b)(9) and 507(a)(8) of the Bankruptcy Code * Class 2: Wage claims pursuant to Section 507(a)(4) of the Bankruptcy Code * Class 3: Claims of United States of America, Internal Revenue Service and State of Washington, Department of Revenue * Class 4: Executory Contracts and Leases * Class 5: Yakima County, State of Washington Amount for $34,999 * Class 6: Agco Finance, LLC for $77,844 * Class 7: Ally for $26,444 * Class 8: Deere & Company for $47,121 * Class 9: Ford Motor Credit Co. Amount for $38,994 * Class 10: AmeriCredit Financial, d/b/a GM Financial for $16,047 * Class 11(a): Heritage Bank for $18,572 * Class 11(b): Heritage Bank for $6,050 * Class 11(c): Heritage Bank for $674,190 * Class 11(d): Heritage Bank for $657,858 * Class 11(e): Heritage Bank for $2,201,145 * Class 12: Wells Fargo Vendor Financial for at least $1,000 * Class 13: Helena Agri-Enterprises, Inc. which could be as much as $1.75 million * Class 14: Unsecured Creditors for at least $1,352,299 * Class 15: Husch Properties, LLC for at least $50,000 * Class 16: D & LK Husch, Inc. for at least $10,000 * Class 17: Cross River Bank and/or Small Business Administration for $375,792 (Disputed in total) * Class 18: Credit Purchasing Claims of Customers for $628,293 * Class 19: Equity Holders It is proposed in the Plan that the allowed claims of Class 14 shall be paid in full together with interest, in 12 equal quarterly installments, with the first installment to be paid in the third full quarter following Confirmation. However, should Liquidating Agent be appointed, periodic payments shall not be made. Said class shall be paid only upon the sale of property sufficient to first pay all other claims in full. A copy of the Fourth Disclosure Statement dated June 25, 2021 is available for free at https://bit.ly/363CPNI from PacerMonitor.com. About Husch & Husch Husch & Husch, Inc. -- http://www.huschandhusch.com/-- is a family-owned and operated agricultural chemical and fertilizer company located in Harrah, Washington. It provides conventional and organic fertilizers, micro-nutrient technology, and chemicals to help make lawn, garden, agronomic crops, and fruit trees grow to their full potential. Husch & Husch was founded in 1937 by Pete Husch. Husch & Husch, Inc., based in Harrah, WA, filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 20-00465) on March 4, 2020. In the petition signed by CFO Allen Husch, the Debtor disclosed $12,284,732 in assets and $5,966,019 in liabilities. Dan O'Rourke, Esq., at Southwell & O'Rourke, P.S., is the Debtor's bankruptcy counsel. ICH INTERMEDIATE: S&P Withdraws 'B+' LT Issuer Credit Rating ------------------------------------------------------------ S&P Global Ratings withdrew its 'B+' long-term issuer credit rating on ICH Intermediate Holdings II L.P. (InnovaCare) at the company's request. The rating withdrawal follows the announcement that InnovaCare completed the sale of its Puerto Rico-based Medicare Advantage and Medicaid businesses to Anthem Inc. As part of the transaction, InnovaCare repaid all of its outstanding first-lien debt. S&P withdrew itsour 'B+' issue ratings on InnovaCare's first-lien revolver and term loan. INTERSTATE UNDERGROUND: Seeks Cash Collateral Access ---------------------------------------------------- Interstate Underground Warehouse and Industrial Park, Inc. asks the U.S. Bankruptcy Court for the Western District of Missouri for authority to use cash collateral in accordance with the budget and provide adequate protection to Woodmen of the World Life Insurance Society. The Debtor requires the use of cash collateral to finance ordinary course of business operations, including maintain business relationships with their customers and other parties, make payroll, make capital expenditures, make adequate protection payments, pay the costs of the administration of the Chapter 11 Case, and satisfy other working capital and general corporate purposes of the Debtor. Woodmen holds a secured claim with a balance of approximately $2.3 million as of the Petition Date. Woodmen's claim is secured by a commercial mortgage on the Debtor's real property located at 8201 East 23rd Street, Kansas City, Missouri, and by a security interest in, among other things, the leases and rents, equipment, accounts, fixtures and general intangibles relating or pertaining to such real property. As of January 2, 2012, an appraisal conducted of the real property indicated a valuation of approximately $9.1 million, assuming there is a functioning freezer unit for the storage space. The cost to replace and or repair the current freezer unit will be approximately $5 million. During the prepetition period, IUW remitted the amount of $41,123, in principal and interest, to Woodmen per month for repayment of its loan. The Debtor submits Woodmen is entitled to adequate protection for, among other things, the use of Cash Collateral and other Prepetition Collateral to the extent of any aggregate diminution in value of their interest in the Prepetition Collateral, from and after the Petition Date. Adequate protection will consist of replacement liens and claims on all collateral acquired postpetition to the extent of any diminution in value and to the same extent that such liens existed during the prepetition period. Further, the Debtor will continue remitting the monthly mortgage payment to Woodmen in the same amount as during the prepetition period. Woodmen will also receive reasonable access to the Debtor's facilities, management, books, and records as required under the applicable loan documents. A copy of the motion and the Debtor's budget is available at https://bit.ly/3yjuZeV from PacerMonitor.com. The Debtor projects $227,000 in total income and $210,950 in total expenses for the week of July 2, 2021. About Interstate Underground Warehouse and Industrial Park, Inc. Interstate Underground Warehouse and Industrial Park, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 21-40834) on July 1, 2021. In the petition signed by Leslie Reeder, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Pamela Putnam, Esq., at Armstrong Teasdale LLP is the Debtor's counsel. LAKE CECILE RESORT: May Use $400,000 in Fire Insurance Proceeds --------------------------------------------------------------- Prior to the Petition Date, one of the assets owned by Lake Cecile Resort Inc., the Cecile Inn, was damaged by fire. The Debtor entered into an agreement with Goodman-Gable-Gould/Adjusters International to serve as insurance adjuster for the fire damage. Through Adjuster's services, the Debtor received insurance proceeds amounting to $400,000. Adjuster asserts a claim against the Insurance Proceeds. During the pendency of its bankruptcy, the Debtor filed a motion to sell its motels, including the Cecile Inn, and has sought and obtained Court approval to retain Fisher Auction Company as broker/auctioneer. The Auctioneer requires the Debtor to advance up to $15,000 for marketing expenses for the sale of the motels. Accordingly, Judge Karen S. Jennemann ruled that the Debtor may disburse the insurance proceeds as follows: (a) $25,000 to Adjuster on account of the claim for commission; (b) $310,000 to BMI as adequate protection on account of the claim of BMI secured by the Insurance Proceeds; (c) $50,000 to counsel for the Debtor as a carve-out for fees and costs incurred by the counsel, to be held as a retainer subject to all provisions of the order approving the counsel's retention, including fee application and approval of the Court and disgorgement of retainer to the extent fees are not approved; and (d) up to $15,000 to Auctioneer as an advance for marketing expenses for sale of the motels, if the Court grants the Sale Motion. A copy of the order is available for free at https://bit.ly/3dFlleK from PacerMonitor.com. About Lake Cecile Resort Lake Cecile Resort Inc. is an Orlando, Fla.-based company primarily engaged in renting and leasing real estate properties. Lake Cecile Resort sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01060) on March 12, 2021. In the petition signed by Mary T. Nguyen, president, the Debtor disclosed between $10 million and $50 million in both assets and liabilities. Judge Karen S. Jennemann oversees the case. David R. McFarlin, Esq., at Fisher Rushner, P.A., is the Debtor's legal counsel. LW RETAIL: Obtains Permission to Use Cash Collateral Thru July 29 ----------------------------------------------------------------- Judge Elizabeth S. Stong authorized LW Retail Associates, LLC to use cash collateral, through and including July 29, 2021, to pay expenses in the ordinary course of business according to the approved budget. National Bank of New York City (NBNYC) and Loft Space Condominium have asserted perfected security interests in the cash collateral. The Debtor owns four commercial condominium units in two connected buildings known as the Loft Space Condominium located in New York, New York. The Debtor is also the successor-sponsor of the Loft Space Condominium. The Debtor and NBNYC are parties to an Amended and Restated Mortgage Note, executed in October 2015, pursuant to which NBNYC extended credit to the Debtor for $6,250,000. The current unpaid balance is approximately $5,625,124. As security for the Note, the Debtor, on October 2, 2015, (i) granted NBNYC a mortgage and security interest in its assets, and (ii) has assigned to NBNYC its rights in all existing and future leases, rents, claims arising from any rejection of any lease in bankruptcy, lease guaranties, proceeds from the sale of the foregoing, pursuant to an Assignment of Leases. The Debtor said the grant of the security to NBNYC was perfected by a UCC-1 Financing Statement. The Debtor further disclosed that, as of the Petition Date, the Board of Managers of Loft Space Condominium filed certain Assessment Liens on the Debtor's four commercial condominium units, pursuant to which the Board has asserted additional assessments against the Debtor. The Debtor disputes the Board's lien in all regards and disputes that the Board has any interest in the cash collateral. As adequate protection for diminution in collateral, NBNYC and the Board are granted replacement liens in all of the Debtor's assets and proceeds, including the Cash Collateral (to the extent it is later determined that the Board has an interest in the Cash Collateral) and the proceeds of the foregoing, to the extent that such prior liens were valid, perfected and enforceable as of the Petition Date, and in the amount of such Collateral Diminution, in the continuing order of priority of its pre-petition liens, subject to the Carve-out. The Carve-out consists of (i) the claims of Chapter 11 professionals duly retained in the Chapter 11 case; (ii) United States Trustee fees and any clerk's filing fees; and (iii) the fees and commissions of a hypothetical Chapter 7 trustee for up to $10,000. As further adequate protection: * the Debtor shall make monthly adequate protection payments to NBNYC in the amount provided for in the loan documents -- which are at the non-default contract rate of interest, together with such additional amounts therein authorized for the payment of post-petition real estate taxes -- which payments shall be applied to NBNYC's allowed secured claim and to the Debtor's post-petition real estate tax obligations, as applicable. * the Debtor shall make monthly adequate protection payments to New York City Department of Tax and Finance (NYCDTF) for $1,285 per month and such payment is deemed to satisfy the provisions of Section 362(d)(3)(B) of the Bankruptcy Code. A copy of the 16th interim order is available for free at https://bit.ly/3ynwuZw from PacerMonitor.com. A further interim hearing will be held on July 29, 2021 at 10:30 a.m. Objections must be filed so as to be received no later than 4 p.m. on July 22. About LW Retail Associates Brooklyn, N.Y.-based LW Retail Associates, LLC owns in fee simple interest four condominium units in New York, valued by the company at $12.20 million in the aggregate. LW Retail Associates filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-45189) on Oct. 5, 2017. In the petition signed by Louis Greco, manager, the Debtor disclosed $12.64 million in assets and $6.25 million in liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor tapped DelBello Donnellan Weingarten Wise & Wiederkehr, LLP as bankruptcy counsel, and Goldberg Weprin Finkel Goldstein LLP and Sills Cummis & Gross P.C. as special counsel. MARCO ENTERPRISES: Wins Cash Collateral Access Thru Dec. 31 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota has authorized Marco Enterprises, LLC to use cash collateral for operational expenses incurred in the ordinary course of business on a final basis through December 31, 2021. As adequate protection, the Debtor is authorized to grant Concept Financial Group, Inc., only to the extent such creditor actually has an interest in cash collateral, including a pre-petition lien, a replacement lien in the Debtor's post-petition assets of the same amount, type, and nature as subject to the pre-petition liens. The liens will have the same priority and effect as the lien creditors held on the Debtor's property prepetition and are granted only to the extent of the diminution in value of the creditor's interest in the pre-petition collateral. The replacement liens will not apply to any actions under Chapter 5 of the Bankruptcy Code. As additional adequate protection, the Debtor will (a) maintain insurance on all of the property in which Concept Financial (and all other secured creditors) claims a security interest; (b) pay all post-petition federal and state taxes, including timely deposit of payroll taxes; (c) provide Concept Financial (upon reasonable notice) access during normal business hours for inspection of their collateral and the Debtor’s business records; and (d) deposit all cash proceeds and income into a Debtor-in-Possession Account. The replacement liens of the secured creditors are deemed properly perfected without any further act or deed on the part of Debtor or the creditor. These events constitute an "Event of Default:" a. A failure of the Debtor to observe or perform any of the material terms or provisions contained in this Order, and such failure has a material adverse effect on the value of that party's interest in Cash Collateral; b. An order converting to a case under chapter 7 of the Bankruptcy Code or dismissing the chapter 11 Case; or c. A permanent cessation of the day-to-day operations of the Debtor. A copy of the order is available at https://bit.ly/3qKn9bU from PacerMonitor.com. About Marco Enterprises, LLC Marco Enterprises, LLC operates a family-owned trucking business that has been in operation for more than 30 years and provides over-the-road refrigerated trucking services. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 20-32694) on November 25, 2020. In the petition signed by Linda Marotz, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Kathleen H. Sanberg oversees the case. Larkin, Hoffman, Daly & Lindgren, Ltd. represents the Debtor as counsel. MIDNIGHT MADNESS: Wins Cash Collateral Access Thru Aug. 25 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has approved the stipulation among Midnight Madness Distilling LLC, and PNC Bank, National Association and PNC Equipment Finance, LLC authorizing the Debtor to use cash collateral on an interim basis. A further hearing to consider the Debtor's continued cash collateral access is scheduled for August 25, 2021 at 11:30 a.m. PNC has consented to the limited use of cash collateral by the Debtor to pay administrative expenses, consisting of expenses incurred in the ordinary course of business after the Petition Date as set forth in the budget, with a variance of 10%. As security for the use of Cash Collateral and in order to provide adequate protection of PNC's interests in the Cash Collateral, the Debtor acknowledges and agrees that: (a) PNC is granted as adequate protection for PNC's interest in Cash Collateral and as security for all indebtedness and obligations of the Debtor to PNC, a first priority replacement lien on all of the Debtor's property of any nature or type, whether acquired or arising Pre-Petition or Post-Petition, and including without limitation all present and future accounts, inventory, machinery, equipment, instruments, documents, permits, general intangibles, together with the proceeds and product of and replacements to the foregoing; and (b) The security interest and replacement liens granted to PNC will be of the same order, extent and priority as to all Post-Petition property of the Debtor as existed Pre-Petition and limited to the amount of Cash Collateral used by the Debtor. As additional adequate protection of PNC's interest in the Cash Collateral, PNC Bank and PNC EF will each be allowed an administrative claim under Section 503(b)(1) and Section 507(a)(1) of the Bankruptcy Code to the extent that the liens granted are insufficient to adequately protect their respective interests in the Cash Collateral. All of the security interests and liens granted are deemed to be effective on the Petition Date without the necessity of taking any action which may be required under applicable law. All liens and/or security interests granted to PNC pre-petition will continue post-petition in full force and effect, without further perfection or filing under the Uniform Commercial Code by PNC. A copy of the order and the stipulation is available at https://bit.ly/3wgX3yj from PacerMonitor.com. About Midnight Madness Distilling LLC Midnight Madness Distilling LLC -- d/b/a Faber Distilling, f/k/a Theobald & Oppenheimer LLC -- operates in the beverage manufacturing industry. The Debtor sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 21-11750) on June 21, 2021, in the U.S. Bankruptcy Court for the Eastern District of Pennsylvania. In the petition signed by Casey Parzych, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Magdeline D. Coleman is assigned to the case. Flaster Greenberg PC is the Debtor's counsel. MIDWAY MARKET SQUARE: July 30 Plan Confirmation Hearing Set ----------------------------------------------------------- On June 28, 2021, Debtor Midway Market Square Elyria LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a Modified First Amended Plan and a Modified First Amended Disclosure Statement. On June 29, 2021, Judge Robert D. Drain approved the Modified First Amended Disclosure Statement and established the following dates and deadlines: * July 23, 2021, at 5:00 p.m., is fixed as the last day to submit ballots to be counted as an acceptance or rejection of the Modified First Amended Plan. * July 23, 2021, at 5:00 p.m., is fixed as the last day to file any objection to the confirmation of the Modified First Amended Plan. * July 30, 2021, at 10:00 a.m., is the hearing on confirmation of the Modified First Amended Plan and on any objections to confirmation of the Modified First Amended. A copy of the order dated June 29, 2021, is available at https://bit.ly/3dEB1yQ from PacerMonitor.com at no charge. Attorneys for the Debtor: Scott S. Markowitz, Esq. Alex Spizz, Esq. Jill Makower, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, New York 10018 Tel: (212) 216-8000 E-mail: smarkowitz@tarterkrinsky.com aspizz@tarterkrinsky.com jmakower@tarterkrinsky.com About Midway Market Square Midway Market Square Elyria LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the owner of fee simple title to a property located at 1180 West River Road Elyria, OH, having a current value of $25 million. Midway Market Square Elyria LLC filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-23142) on Oct. 27, 2020. The petition was signed by Chaim Lobl, vice president/managing member. At the time of filing, the Debtor disclosed $27,502,148 in assets and $20,251,166 in liabilities. Scott S. Markowitz, Esq. at TARTER KRINSKY & DROGIN LLP, represents the Debtor. MKS INSTRUMENTS: S&P Places 'BB+' ICR on CreditWatch Negative ------------------------------------------------------------- S&P Global Ratings placed all of its ratings on MKS Instruments Inc., including its 'BB+' issuer credit rating and 'BB+' issue-level rating on its senior secured debt, on CreditWatch with negative implications. S&P expects to resolve the CreditWatch placement when we have fully assessed the transaction's effects on the company's business and financial positions as well as the likelihood that it will close as proposed. The CreditWatch placement follows MKS' announcement on July 1, 2021, that it made a cash and stock offer for Atotech Ltd. The company intends to fund the approximately $3.5 billion cash portion of its offer with cash on hand and additional debt financing and will pay for the remaining portion using its equity. If Atotech accepts the offer as extended, we estimate MKS' S&P Global Ratings-adjusted net leverage would increase to over 4x (without accounting for synergies from the transaction) from under 0.5x based on its expected results through December 2021, which is above our current downside leverage threshold of 2x. S&P said, "Nevertheless, we may maintain our 'BB+ issuer credit rating on the company if--after reviewing management's integration plan--we are highly confident it will be able to rapidly reduce its leverage to a level commensurate with the current rating in the four quarters following the close of the deal." The acquisition of Atotech would create a combined company with annual revenue of near $4 billion, strengthen MKS' capabilities in the advanced electronics space, and allow it to further reduce its dependence on the semiconductor market. The company anticipates that it will realize $50 million of acquisition synergies in the 18-36 months following the close of the deal. S&P said, "We note that MKS has an established track record of integrating acquisitions and paying down debt using its free cash flow. The company has executed two major debt-funded acquisitions over the past five years and rapidly reduced its debt following these acquisitions by paying down about $165 million of debt over the past two years, which improved its leverage to less than 0.5x currently. Although MKS has shown a willingness to stretch its leverage for the right asset, we view it as having a reasonable financial policy for a consolidating industry." MTE HOLDINGS: Seeks Cash Collateral Access ------------------------------------------ MTE Holdings, LLC and affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and provide adequate protection. The Debtors assert that their Chapter 11 Cases are now in their final stage, with the Plan and Disclosure Statement filed on June 18, 2021, and the Disclosure Statement Hearing scheduled for July 12 at 10 a.m. According to the Debtors, the only parties that have liens on the cash collateral are the prepetition secured parties, i.e., Natixis, New York Branch, as lender and Administrative Agent, and BMO Harris Bank, N.A., as lender. They extended reserve-based loans pursuant to a credit agreement dated September 17, 2018, with the Debtor's affiliate MDC Energy LLC, as borrower. Concurrently with the Credit Agreement, the Prepetition Loan Parties entered into a pledge and security agreement with the Prepetition Secured Parties, and MDC and MDC Reeves Energy LLC each entered into deeds of trust with the Prepetition Secured Parties. Pursuant to the Pledge and Security Agreement and the Deeds of Trust, the Prepetition Secured Parties obtained a first priority lien on the Prepetition Loan Parties' Cash Collateral. As such, in any restructuring scenario, the Prepetition Secured Parties would receive all cash available to satisfy liens outstanding under the Credit Agreement, Pledge and Security Agreement, and Deeds of Trust. The Debtors have engaged with the Prepetition Secured Parties on use of Cash Collateral to fund the Debtors' operations through the proposed Plan Effective Date. Since the advent of the Chapter 11 Cases, which have been ongoing for approximately 20 months, the Debtors have relied solely on the Cash Collateral to fund their operations. The Prepetition Secured Parties have first priority rights to all of the Debtors' Cash Collateral. The amount of Cash Collateral to be used is projected to be approximately $7.0 million depending on the ultimate Effective Date for the Plan. The Debtors have defaulted under the Emergency Cash Collateral Order and prior orders; the Debtors can no longer meet the August 30 deadline to confirm their Plan and, in addition to potentially facing the loss of Cash Collateral access, would lose the ability to credit any adequate protection payments against distributions to the Prepetition Secured Parties under the Plan. The Debtors contend they are in need of relief from, among others, the Interim Adequate Protection Order, and the Prepetition Secured Parties have accommodated this request by reaching agreement on the proposed Milestones, subject to New Adequate Protection Payments. Specifically, beginning the week ended July 16, the amount of the existing Additional Adequate Protection Payments, currently set at $250,000 per week, would increase to $450,000 per week, where the New Adequate Protection Payments will not be subject to the Carve-Out and will be paid, or partially paid, so long as the Debtors' Estimated Week Ending Cash Balance is at or above $5,000,000. Should any New Adequate Protection Payments or any portion of a New Adequate Protection Payment be missed, any missed payments are due as soon as possible in subsequent weeks so long as the Estimated Week Ending Cash Balance, including cash for payments for any missed New Adequate Protection Payments, is $5,000,000 or greater. Without access to Cash Collateral, the Debtors contend they would be unable to pay expenses in the ordinary course and would be forced to liquidate. The Debtors have concluded that the New Adequate Protection Payments are necessary to preserve the value of the estates, and, furthermore, payment of the New Adequate Protection Payments will not result in any decrease in the assets available for distribution to creditors under the Plan. Indeed, provided that the Plan is consummated no later than September 17, 2021 (nearly three weeks later than the previously agreed Plan milestones), the New Adequate Protection Payments will reduce, on a dollar-for-dollar basis, any cash recovery the Prepetition Secured Parties are expected to receive from the sale of the assets under the Plan if the Plan goes effective prior to such date. The Final Cash Collateral Order contemplates cash payments as a primary form of adequate protection. Through June 25, 2021, pursuant to Paragraph 4(d) of the Final Cash Collateral Order, the Debtors have paid (i) $15,836,520 to the Prepetition Secured Parties' Professionals' fees and expenses; (ii) $7,373,945.52 in postpetition interest payments, (iii) $85,000 in administrative fees, and (iv) $3,000,000 in Additional Adequate Protection Payments pursuant to the Additional Adequate Protection Budget, totaling $26,295,465.50 in adequate protection payments to the Prepetition Secured Parties since the Petition Date. A copy of the motion is available at https://bit.ly/3jG0iMQ from PacerMonitor.com. About MTE Holdings, LLC MTE Holdings LLC is a privately held company in the oil and gas extraction business. MTE sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on October 22, 2019. In the petition signed by its authorized representative, Mark A. Siffin, the Debtor disclosed assets of less than $50 billion and debts of $500 million. Judge Karen B. Owens was originally assigned to the case before Judge Christopher S. Sontchi took over. The Debtor tapped Kasowitz Benson Torres LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as its local counsel; Greenhill & Co., LLC, as financial advisor and investment banker; Ankura Consulting LLC, as a chief restructuring officer; and Stretto as its claims and noticing agent. NFP HOLDINGS: S&P Affirms 'B' ICR, Outlook Negative --------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit ratings on NFP Holdings LLC and NFP Corp. S&P also affirmed all existing issue ratings. The outlook remains negative. S&P said, "The ratings affirmation reflects our anticipation that, although this action modestly weakens our expectations financial leverage through 2022, it does not materially alter our view of NFP's creditworthiness. Following the shareholder distribution, we believe NFP's pro forma adjusted financial leverage will remain elevated, between 8.0x-8.5x excluding preferred through 2022 versus our underlying run-rate expectations of leverage below 8.0x while pro forma adjusted EBITDA cash coverage sustains above 2.0x "We believe NFP performed favorably in the 12 months ended March 31, 2021, achieving a revenue growth of 9.1% totaling $1.649 billion with modestly improving adjusted EBITDA near 25%. Organic growth was 5.3% as of the same date (positive across all three segments) and acquired EBITDA neared $24.1 million on a last 12-month basis. "Our forecast incorporates sustained top-line growth supported by organic growth in the mid-single digits with mergers and acquisitions in line with the historical trend. We expect NFP's continued focus on expense management combined with a diminished impact of EBITDA add-back exclusions and growing scale of property/casualty operations to foster incremental EBITDA margin expansion. "The negative outlook reflects existing credit metric weakness relative to our run-rate expectations. This is primarily due to the ongoing presence and magnitude of EBITDA add-back exclusions, as well as a lag between liquidity build and deployment to fund acquisitions. As a result, we expect pro forma adjusted leverage calculation to remain above 8.0x (excluding preferred shares treated as debt) for 2021, reinforcing our negative outlook and contributing to the risk of a downgrade. "We could lower our ratings within 12 months if financial leverage, excluding payment in kind PIK) preferred shares treated as debt, remains above 8.0x or EBITDA cash interest coverage falls and remains below 2x; or if a more-aggressive financial policy and/or elevated level of EBITDA add-back exclusions (resulting in lower EBITDA margins per our calculations). "We could revise the outlook to stable if NFP achieves more-robust top-line growth with moderately stronger EBITDA compared with the prior two years, resulting in cash flow generation supporting financial leverage (excluding PIK preferred shares treated as debt) and EBITDA cash interest coverage sustainably below 8.0x and above 2.0x, respectively." -- S&P has completed its recovery analysis of NFP; the recovery ratings are unchanged. --S&P has valued NFP on a going-concern basis using a 6x multiple of its projected emergence EBITDA. -- S&P's simulated default scenario contemplates a default in 2024 stemming from intense competition in the brokerage market, leading to significantly lower commissions and margins. -- S&P thinks lenders would achieve the greatest recovery value through reorganization rather than liquidation of the business. -- Emergence EBITDA: $306.2 million -- Multiple: 6x -- Gross recovery value: $1.837 billion -- Net recovery value for waterfall after 5% administrative expenses: $1.745 billion -- Obligor/non-obligor valuation split: 98%/2% -- Estimated first-lien claims: $2.518 billion -- Value available for first-lien claims: $1.733 billion -- Recovery range: 50%-70% (rounded estimate: 65%) -- Estimated senior unsecured notes claims: $1.836 billion -- Estimated senior secured deficiency claims: $784.9 million -- Value available for unsecured claims: $12.2 million -- Recovery range: 0%-10% (rounded estimate: 0%) All debt amounts include six months of prepetition interest. NORTHWEST BANCORPORATION: Case Summary & 6 Unsecured Creditors -------------------------------------------------------------- Debtor: Northwest Bancorporation of Illinois, Inc. f/d/b/a Hershenhorn Bancorporation, Inc 300 East Northwest Highway Palatine, IL 60067 Chapter 11 Petition Date: July 2, 2021 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 21-08123 Judge: Hon. Janet S. Baer Debtor's Counsel: Michael P. O'Neil, Esq. TAFT STETTINIUS & HOLLISTER LLP 111 East Wacker, Suite 2800 Chicago, IL 60601 Tel: (312) 527-4000 Email: moneil@taftlaw.com Debtor's Investment Banker: JANNEY MONTGOMERY SCOTT, LLC Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by James Kane, attorney for the Company. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4HYLD2Q/Northwest_Bancorporation_of_Illinois__ilnbke-21-08123__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 6 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Capital Trust I & II TruPS Trustee $24,740 Trustee Fees Fees c/o The Bank of New York, Trustee 101 Barclay Street, Floor 21 W New York, NY 10286 2. Hershenhorn Capital Trust I Jr. Amended $14,281,996 c/o Hare & Co, TruPS c/o The Bank of NY P.O. Box 11203 New York, NY 10286 3. Hershenhorn Capital Trust II Jr. Amended $3,010,945 c/o Hare & Co, TruPS c/oThe Bank of NY P.O. Box 11203 New York, NY 10286 4. Hershenhorn Statutory Trust I Sr. Amended $1,069,849 c/o Hare & Co, TruPS c/o The Bank of NY P.O. Box 11203 New York, NY 10286 5. Statutory Trust I TruPS Trustee $0 Trustee Fees Fees c/o Hare & Co., c/o The Bank of NY P.O. Box 11203 New York, NY 1028 6. Vedder Price P.C. Legal Fees $20,023 222 North LaSalle Street Chicago, IL 60601 NOVABAY PHARMACEUTICALS: Wang Xu Quits as Sr. Manager, Controller ----------------------------------------------------------------- Wang Xu, executive officer of NovaBay Pharmaceuticals, Inc., voluntarily resigned as the Company's senior manager and controller to be effective as of July 23, 2021. The Company has started its search for a permanent replacement for Ms. Xu whose duties will be handled in the interim by existing company resources or a temporary consultant. About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, CELLERX for the aesthetic dermatology market, and NEUTROPHASE for wound care market. Novabay reported a net loss attributable to common stockholders of $11.04 million for the year ended Dec. 31, 2020, compared to a net loss attributable to common stockholders of $10.48 million for the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had $15.24 million in total assets, $2.92 million in total liabilities, and $12.32 million in total stockholders' equity. NYPANO COMPANY: Case Summary & 15 Unsecured Creditors ----------------------------------------------------- Debtor: Nypano Company, LLC 200 W. Williams Street Kent, OH 44240 Business Description: Nypano Company, LLC is engaged in activities related to real estate. Chapter 11 Petition Date: July 2, 2021 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 21-51023 Judge: Hon. Alan M. Koschik Debtor's Counsel: Marc B. Merklin, Esq. BROUSE MCDOWELL, LPA 388 S. Main Street, Suite 500 Akron, OH 44311 Tel: 330-535-5711 E-mail: mmerklin@brouse.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by J. Thomas Myers, II, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GTTSX4I/Nypano_Company_LLC__ohnbke-21-51023__0001.0.pdf?mcid=tGE4TAMA m OER SERVICES: Wins Access to CIBC Bank's Cash Collateral -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, has authorized OER Services LLC to, among other things, use the cash collateral of CIBC Bank USA on an interim basis. The Debtor requires the use cash collateral to finance its operations and complete a successful chapter 11 reorganization. The Debtor has stipulated and agreed to these terms: i. First Lien Secured Loan Documents. Pursuant to: (1) a Loan and Security Agreement dated February 27, 2018; (2) a Term Note dated February 27, 2018; (3) a Revolving Note dated February 28, 2018; and (4) ancillary agreements, instruments, and documents related thereto, each by and between the Debtor and the Senior Lender, the Debtor agreed to incur certain loans and enter into revolving credit facilities, as well as other financial accommodations, with the Secured Lender. ii. Guaranty. In connection with the Secured Loan Documents, United States Small Business Administration Unconditional Guarantees were executed, namely: (1) Unconditional Guaranty of April Zaimi, the Debtor's member-owner, dated February 28, 2018; (2) Unconditional Guaranty of April Zaimi, the Debtor's member-owner, dated February 28, 2018; (3) Unconditional Guaranty of Ali Zaimi, the Debtor's president, dated February 28, 2018; and (4) Unconditional Guaranty of Ali Zaimi, the Debtor's president, dated February 28, 2018, to guaranty the obligations and debts of the Debtor owed to Secured Lender and incurred by the Debtor under the Secured Loan Documents. iii. Junior Lien Mortgage. A Mortgage, Assignment of Leases and Rents and Security Agreement-Fixture Filing dated February 27, 2018, was executed by and between the Secured Lender and guarantors related to the real property located at 615 E. Appletree Lane, Arlington Heights, Illinois 60004, as security for the obligations and debts of the Debtor owed to the Secured Lender and incurred by the Debtor under the Secured Loan Documents. iv. First Lien Secured Lender Document Obligations. As of the Petition Date, the Debtor is indebted and liable to the Secured Lender under the Secured Lender Documents in the aggregate principal amount of not less than $3,723,854, plus any other "Obligations," as defined in the Loan Agreement, provided for in the Secured Lender Documents, all of which Obligations are secured by the Pre-petition First Lien Collateral provided under the Secured Lender Documents. As of the Petition Date, the Debtor remains liable to the Secured Lender under the Secured Lender Documents for the Prepetition First Lien Secured Loan Document Obligations. As adequate protection for the Debtor's use of cash collateral, the Secured Lender is granted, retroactive to the Debtor's Petition Date and without the necessity of any additional documentation or filings, valid, enforceable, non-avoidable, and fully perfected liens of the highest available priority upon (i) any property that the Debtor acquires after the Petition Date including, without limitation, any accounts receivable generated by the Debtor's postpetition operations, but excluding any avoidance actions under chapter 5 of the Bankruptcy Code, and (ii) any proceeds generated from such property. The liens granted in will be (i) limited to the extent of the aggregate diminution subsequent to the Petition Date in the value of the Secured Lender's interest in the Prepetition First Lien Collateral (including the cash collateral subject to the Motion), whether by depreciation, use, sale, loss, or otherwise, and (ii) subject only to prior perfected and unavoidable liens in property of the Debtor's estate as of the Petition Date. A fourth interim hearing on the matter is scheduled for September 8, 2021 at 1:30 p.m. A copy of the order and the Debtor's budget through September 3 is available at https://bit.ly/3qEFGpQ from PacerMonitor.com. The Debtor projects $131,863.20 in total cash receipts and $81,538 in total operating expenses for the week ending July 9. About OER Services LLC OER Services LLC is a small business certified operator whose business caters to the rental, leasing, and sale of construction equipment in connection with municipal, state and local government agencies' construction projects. OER Services' principal place of business is located at 1650 Carmen Drive, Elk Grove, Illinois 60007. OER Services sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-03981 on March 26, 2021. In the petition signed by Ali R. Zaimi, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Janet S. Baer oversees the case. Steve Jakubowski, Esq., at Robbins, Salomon & Patt, Ltd. represents the Debtor as counsel. PACIFIC LINKS: Unsecureds to Recoup 80% of Allowed Claims in Plan ----------------------------------------------------------------- Pacific Links US Holdings, Inc. (PLUSH) and its affiliated Debtors filed a Chapter 11 Plan and Disclosure Statement dated June 25, 2021. The "Pacific Links" group of companies, started by Sha Du, a Canadian national in about 2010, acquired golf courses in North America, Hawaii, and in Asia and entered into reciprocity agreements with internationally renowned golf courses. Debtor PLUSH's Affiliates are: * HAWAII MVCC LLC, a Hawaii limited liability Company (MVCC); * HAWAII MGCW LLC, a Hawaii limited liability Company (MGCW); * MDRE LLC, a Hawaii limited liability Company (MDRE); * MDRE 2 LLC, a Hawaii limited liability Company (MDRE 2); * MDRE 3 LLC, a Hawaii limited liability Company (MDRE 3); * MDRE 4 LLC, a Hawaii limited liability Company (MDRE 4); and * MDRE 5 LLC, a Hawaii limited liability Company (MDRE 5). Mr. Du owns (a) the sole parent of PLUSH; (b) the sole parent of Pacific U.S. Services Inc., a Delaware corporation; and (c) Pacific Links (Asia) Holding Co., Ltd., a Hong Kong corporation which owns a controlling interest in Tianjin Kapolei Business Information Consultancy Co., Ltd. (Chinese Affiliate). The Chinese Affiliate borrowed 400 million RMB from Tianjin Dinhui Hongjun Equity Investment Partnership (CDH) in 2017. In December, 2019, CDH conditioned an extension of the maturity date of the CDH Convertible Debt on, among other things, the execution by the Debtors of the Secured Guaranty whereby the Debtors guaranteed the obligations of the Chinese Affiliate to CDH, and upon the execution of the CDH Mortgages which encumbered most of the Makaha Property to secure the obligations under the Secured Guaranty. As set forth in the Complaint filed against CDH in the Bankruptcy Court, the Debtors maintain they did not receive any benefit from the CDH loan made in 2017. On January 22, 2021, CDH commenced a foreclosure action against MVCC, MGCW, MDRE, MDRE 2, MDRE 4, and MDRE 5 in the First Circuit Court. Around the same time that CDH filed its foreclosure complaint, CDH also commenced an arbitration proceeding in China in which CDH sought to liquidate the five golf courses owned by the Chinese Affiliate. The Debtors are informed that the book value for the assets in China is approximately 1.8 billion RMB (or roughly U.S. $205 million). The arbitration proceeding pending in China between the Chinese Affiliate, other parties and CDH is currently in the "discovery" phase. In March, 2020, MRGC LLC and Kehalani Commercial Associates LLC (together, "Towne") commenced a foreclosure action against MDRE 3 and MDRE 4 in the Circuit Court for the First Circuit Court of the State of Hawaii. In November 2014, Debtor MDRE 2 entered into a Purchase and Sale Agreement with Towne to purchase approximately 44.184 acres of resort-zoned property from Towne for $6.5 million plus Additional Consideration. MDRE 3 and MDRE 4 executed two Promissory Notes in the original principal amounts of $5.0 million and $3.78 million, respectively, in favor of Towne. MDRE 3 and MDRE 4 are jointly and severally liable on the notes which require substantial annual payments to Towne and contain default interest at 12% per annum. MDRE 3 and MDRE 4 also executed the Towne Mortgage securing their obligations under the Towne notes. The First Circuit Court, at a hearing held on October 7, 2020, granted summary judgment in favor of Towne and appointed a foreclosure commissioner. Due to continuing liquidity issues, the COVID-19 pandemic, and pressure put on the Debtors by the foreclosure actions, the Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Hawaii on February 1, 2021. -- Plan Implementation The DIP Lender shall continue to loan such funds to the Debtors as necessary to permit the Debtors to consummate the Sale Transaction and litigate the CDH Lawsuit to conclusion. If Available Sale Proceeds for the Estates are not sufficient to pay Administrative and Priority Claims in full under the Plan, the DIP Lender shall fund said amounts. Moreover, the Debtors shall continue to market the Makaha Property for sale and attempt to consummate the Sale Transaction prior to the Outside Closing Date. If the Makaha Property is not sold by the Outside Closing Date or such later date as the Bankruptcy Court may order, and provided that the Debtors have prevailed in the CDH Lawsuit or otherwise have reached an agreement with CDH, the Makaha Property shall be auctioned free and clear of all Claims, Liens, charges, or other encumbrances and Interests through CBRE or another real estate firm, on such terms as the Bankruptcy Court may approve. -- Classes of Claims under the Plan * Class 1 – Other Priority Claims. The Plan classifies all Other Priority Claims, other than Priority Tax Claims, in Class 1. * Class 2 – Towne Secured Claim. The Plan classifies the allowed Towne Secured Claim in Class 2. Towne filed proofs of claim against MDRE 3 and MDRE 4, asserting a secured claim for $6,601,789 as of the Petition Date. * Class 3 CDH Secured Claim. CDH filed Proofs of Claim asserting a secured claim for $102,103,995 as of the Petition Date. These claims are disputed. The Holder of the Allowed Claim in Class 3 shall receive, on the Effective Date or as soon thereafter as reasonably practicable, the Escrowed CDH Sale proceeds, if any, that the Bankruptcy Court determines to be encumbered by the CDH Mortgages, in full satisfaction of the Holder's Allowed Claim. * Class 4 - DIP Lender Claim. The Plan classifies Class 4 as the Allowed Claim of the DIP Lender. As of May 31, 2021, the Debtors have drawn $50,000 of the available $250,000 DIP Loan, but in June, 2021, the Bankruptcy Court approved the fees and expenses of bankruptcy and litigation counsel for the Debtors in the combined amount of $119,548 which will be paid from the DIP Loan. To the extent there are Available Sale Proceeds, the Holder of the Allowed Class 4 Claim shall receive payment in Cash of such Holder's Allowed Class 4 Claim, provided, however, that if there are no Available Sale proceeds, the Holder of the Allowed Class 4 Claim shall receive no distributions under the Plan. * Class 5 - Rudolph Anderson General Unsecured Claim. Class 5 consists of General Unsecured Claim of Rudolph Anderson against PLUSH for $1,280,733 on account of wages. * Class 6 – Chinese Investor Claims. Class 6 consists of the Allowed General Unsecured Claims of the Chinese Investor against PLUSH filed by thirteen Chinese Investors aggregating US$3,846,471. The Chinese Investors have asserted damages allegedly arising from their pre-petition Membership Subscriptions for Pacific Links Makaha Golf Resort memberships. The Holders of Class 6 Claims shall receive, to the extent of the Available General Unsecured Proceeds, 80% of the Holder's Allowed Claim in full satisfaction of such Claim. * Class 7 -- General Unsecured Claims (Other than Rudolph Anderson, Chinese Investors and Numbers Corporation) The Debtors have listed collectively approximately $288,000 in valid General Unsecured Claims. The Holder shall receive, on the Effective Date or as soon thereafter as reasonably practicable, and only to the extent of the Available General Unsecured Proceeds, 80% of the Holder's Allowed Claim in full satisfaction of such Claim, provided, however, that if the Available General Unsecured Proceeds are not sufficient to pay Holders of Allowed Claims in Classes 5, 6 and 7 in accordance with the Plan, the Holders of Allowed Claims in these Classes shall receive a Pro Rata Share of the Available General Unsecured Proceeds. * Class 8 -- Numbers Corporation. PLUSH has listed Numbers Corporation as having a valid General Unsecured Claim for $11,500,000. The Debtors borrowed these funds to acquire the Makaha Property. Numbers Corporation is ultimately owned by Mr. Du. A copy of the Disclosure Statement is available for free at https://bit.ly/2UhvnMv from PacerMonitor.com. About Pacific Links U.S. Holdings Pacific Links US Holdings, Inc. is a golf club that offers global reciprocal programs to members and participating clubs. Pacific Links US Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 21-00094) on Feb. 1, 2021. Wei Zhou, director, signed the petition. Affiliates that also sought Chapter 11 protection are Hawaii MVCC LLC, Hawaii MGCW LLC, MDRE LLC, MDRE 2 LLC, MDRE 3 LLC, MDRE 4 LLC, and MDRE 5 LLC. On Feb. 2, 2021, Judge Robert J. Faris authorized the joint administration of the cases. At the time of filing, Pacific Links disclosed assets of between $50,000 and $100,000 and liabilities of between $50 million and $100 million. Choi & Ito and KDL CPAs, LLC serve as the Debtors' legal counsel and accountant, respectively. PERMICO MIDSTREAM: $25M Recapitalization or $3.5M Sale Eyed in Plan ------------------------------------------------------------------- William R. Greendyke, the Court-appointed chapter 11 trustee for Permico Midstream Partners Holdings, LLC and Permico Midstream Partners, HGC Midstream INV, LLC; Permico Energia, LLC (Energia); Corpac Steel Products Corp.; and Edgen Murray Corporation proposed a Combined Disclosure Statement and Joint Chapter 11 Plan of Permico Midstream Partners Holdings, LLC, et al. Debtor Permico Midstream Partners, LLC (Permico Midstream) was originally formed by Energia on October 24, 2017, as a member-managed Texas limited liability company. Debtor Permico Midstream Partners Holdings, LLC (Permico Holdings) is a Texas limited liability company formed on February 5, 2019. On April 30, 2019, Energia and Conquista Energy Services, LLC contributed 100% of the limited liability company interests in Permico to Holdings, effective as of February 5, 2019, pursuant to a Contribution Agreement, dated as of April 30, 2019 between Energia and Conquista. HGC is the interim development financier of, and owner of Series A membership interest in, Holdings. The Debtors are Houston-based limited liability companies that are engaged in certain midstream oil and gas operations. Prior to the Petition Date, the Debtors were in the process of developing the Project, which has an estimated capital cost of over $3 billion to complete phase one. The Project consists of a development project to build (i) pipelines from the Permian Basin and Eagle Ford shale regions to Corpus Christi, Texas, (ii) two fractionator trains, (iii) an NGL salt cavern storage facility, and (iv) one or more export terminals with spurs to the gas liquids storage and trading hub in Mont Belvieu, Texas. When all three phases of the Pipeline Project are completed, the Debtors' commercial management team believes that the Pipeline Project will have a market value of over $18 billion. Events Leading to Chapter 11 Debtor Permico Midstream required interim development financing to keep the Pipeline Project moving forward, while it negotiated with multiple lenders to obtain final debt and equity project financing for the Pipeline Project. Permico Midstream ultimately selected the Hanwha Group, a South Korean conglomerate, to provide the interim development financing for approximately $80,000,000. As of April 30, 2019, Permico Midstream and the Hanwha Group's newly-formed American subsidiary, HGC, entered into a Development Loan Agreement, under which Hanwha would make advances to Permico Midstream in two tranches. The first $30,000,000 tranche was funded at closing. The second $6,000,000 tranche was made in the form of an equity infusion, which was funded later. The remaining balance of the $80,000,000 -- roughly $44,000,000 -- was to be funded via capital calls made on HGC under the terms of that certain Amended and Restated Limited Liability Company Agreement for Permico Holdings. HGC also received Series A convertible membership interests in Permico Holdings in connection with the interim development financing and under the terms of the Company Agreement. The Company Agreement was executed by the common members, Energia and Conquista and the Series A Member HGC. Energia was granted two seats on the Board of Directors, Conquista was granted one seat, and HGC was granted the fourth and final seat. As part of the Company Agreement, HGC was granted the right to replace the Manager and Board of Directors of Permico Holdings upon the occurrence of certain conditions, one of which was the failure to close on final project financing and redeem HGC's Series A membership interest by April 30, 2020. Subsequently, a dispute arose between Permico Holdings and HGC, which resulted in HGC purporting to exercise certain rights in replacing the Debtors' board with their own appointees. That newly replaced Board ultimately authorized the filing of the Debtors' bankruptcy cases. Energia has disputed the validity of HGC's actions. Corpac and Edgen Adversary Proceedings On June 2, 2020, Edgen Murray Corporation filed its Original Complaint for Declaratory Relief, commencing the Edgen Adversary Proceeding. On May 12, 2020, Corpac Steel Products Corp. filed its Complaint for Declaratory Relief, Determination of Validity, Extent, and Priority of HGC's Lien and Determination of Validity, Extent, and Priority of Corpac's Liens, commencing the Corpac Adversary Proceeding. Those Adversary Proceedings have been abated by agreement of the parties through and including the earlier of (a) the Effective Date of the Plan or (b) seven days after the filing of a Notice of Milestone Default, as provided under the Plan Settlement Term Sheet. On April 14, 2021, at the behest of the Mediation Parties (the Trustee, HGC, Energia, Corpac, and Edgen) the Court appointed U.S. Bankruptcy Judge Christopher Lopez as mediator for the bankruptcy cases and the adversary proceedings. On May 25, 2021, the Mediation Parties signed the Plan Settlement Term Sheet, providing for a consensual plan process for the bankruptcy cases. Debtors' Assets and Liabilities Permico Midstream's assets, at book value, totaled approximately $41,634,687 as of the Petition Date. The Trustee has not taken a position on the issue of the estate's title or interest in the Corpac and Edgen Pipe and such issue is pending in the Corpac Adversary Proceeding and Edgen Adversary Proceeding, as applicable. Permico Holdings' assets have a zero book value. Permico Midstream's liabilities totaled approximately $225,391,586 as of the Petition Date (which included liabilities associated with the Pipe that is subject to the title and lien dispute in the Corpac Adversary Proceeding and Edgen Adversary Proceeding). Permico Holdings' liabilities totaled approximately $31,136,301 at book value. As of the Petition Date, the Debtors were each jointly and severally indebted to HGC for $31,136,301, secured by a first lien on certain of the Debtors' tangible and intangible property, including the equity in Permico Midstream. As of the Petition Date, approximately $307,533 of unsecured creditors held priority unsecured claims. The total amount of unsecured claims was $193,937,752 as of the Petition Date. Plan as Product of Mediation The proposed Plan that was agreed to among the Mediation Parties under the Plan Settlement Term Sheet, is a toggle plan, proposing classes and treatments under two scenarios: (i) a Project Transaction with Permico Founders; and (ii) in the event of an uncured Milestone Default prior to the Toggle 1 Effective Date, a Sale of all Estate assets other than Estate Causes of Action and the Pipe. Under both scenarios and pursuant to the Plan Settlement Term Sheet and Pipe Sale Order, Edgen and Corpac have the immediate right to begin liquidating 100% of the Corpac Pipe and Edgen Pipe, subject to certain escrow requirements, distributions, and the Retained HGC Lien as set forth the Plan Settlement Term Sheet and Pipe Sale Order. A. The Project Transaction -- The Toggle 1 Plan Scenario The Project Transaction under Toggle 1 contemplates: 1. Permico Founders acquiring 100% of the new equity in the Reorganized Debtors for the Initial Contribution of no less than $25 million to be made on the Effective Date; 2. Reorganized Debtors' assumption of all obligations of the Debtors unless settled or compromised pursuant to the Plan; 3. Assumption of the Assumed Corpac Contracts and the Corpac Effective Date Assumed Allowed Claim in accordance with the terms of the Plan and Exhibit B to the Plan Settlement Term Sheet, provided, however, that the Corpac Pipe shall be "as, is", further, provided, however that warranties, if any, shall continue to apply in accordance with the terms of the Corpac Purchase Orders as may be amended; 4. Assumption of the Edgen Purchase Orders and the Edgen Assumed Obligations in accordance with Exhibit C to the Plan Settlement Term Sheet; 5. Assumption by the Reorganized Debtors of all obligations to HGC, including payment obligations as of the Effective Date and at FID/Financial Close; and 6. Mutual releases among the Plan Proponents (other than any Claims and Causes of Action by and between Energia and HGC). B. The Sale Transaction - The Toggle 2 Plan Scenario In the event that an uncured Milestone Default occurs prior to the Toggle 1 Effective Date, under Toggle 2 of the Plan, substantially all of the Debtors' assets, other than Estate Causes of Action, the Edgen Pipe, and the Corpac Pipe, shall be sold for $3.5 million to Integra Midstream Partners LLC or its designee (the Buyer), free and clear of all rights, titles, and interests, with such rights, title, and interest attaching to the proceeds, subject to higher and better bids received by the Trustee within 14 days of the filing of the Sale Notice (the Bid Deadline). The Trustee shall file a notice of the proposed sale and asset purchase agreement within 7 days of an uncured Milestone Default (the Sale Notice). To the extent the Trustee receives one or more higher or better offers prior to the Bid Deadline, the Trustee will hold an auction within 7 days following the Bid Deadline and select the highest and best bid. If Integra (Buyer) is not accepted as the highest and best bid, Integra shall receive a break-up fee and expense reimbursement of $175,000 paid out of the proceeds from the Sale at the closing, and Corpac shall be entitled to credit the Break-Up Fee against the Corpac Toggle 2 Trustee Payment. -- Classes of Claims under the Plan The various Classes and estimated recoveries under Toggle 1 and Toggle 2 are: * Class 1 (Priority Non-Tax Claims) Estimated Claims Amount: $85,100 * Class 2A (HGC Claim) Estimated Claims Amount: $31,136,301 * Class 2 B (Other Secured Claims) Estimated Claims Amount: $0 * Class 3 (Corpac Claim) Estimated Claims Amount: $107,894,623 * Class 4 (Edgen Claim) Estimated Claims Amount: $88,787,424 * Class 5 (General Unsecured Claims) Estimated Claims Amount: $7,870,585 Under Toggle 1, all Claims shall recover 100% of the Allowed Amounts. Under Toggle 2: -- Class 1 and Class 5 will recover less than 2.5% of their Allowed Claims; -- Class 2A will recover between 2.5% to 100% of Allowed Claims; -- Class 2B will recover 100%; -- Class 3 and Class 4 will recover from 50% to 100% of their Allowed Amount. A copy of the Combined Disclosure Statement and Joint Chapter 11 Plan is available for free at https://bit.ly/3wlxBrz from PacerMonitor.com. Voting deadline is August 16, 2021 at 5:00 p.m. (prevailing Central time). A final hearing on approval of the Disclosure Statement and confirmation of the Plan will be held on August 20 at 10 a.m., prevailing Central Time, via video and telephone. Counsel for HGC Midstream INV, LLC: Joshua Wolfshohl, Esq. Aaron Power, Esq. Porter Hedges LLP 1000 Main Street, 36th Floor Houston, TX 77002 Telephone: (713) 226-6000 Email: jwolfshohl@porterhedges.com Counsel to Corpac Steel Products Corp.: Trent Rosenthal, Esq. Joseph S. Cohen, Esq. Rosenthal Law Firm, P.L.L.C. 675 Bering Drive, Suite 150 Houston, TX 77057 Telephone: (713) 647-8177 E=mail: trosenthal@rosenthallaw.com jcohen@rosenthallaw.com Counsel for Edgen Murray Corporation: Graig J. Alvarez, Esq. Alvarez Stauffer Bremer LLC 815 Walker St., Suite 1450 Houston, TX 77002 Telephone: (713) 351-0300 Email: Graig.Alvarez@asb-lawfirm.com Counsel to Permico Energia, LLC and Permico Founders, LLC: Lloyd A. Lim, Esq. Rachel Kubanda, Esq. Balch & Bingham LLP 811 Louisiana Street, Suite 1010 Houston, TX 77002 Telephone: (713) 362-2550 E-mail: llim@balch.com rkubanda@balch.com About Permico Midstream Partners Holdings Debtors Permico Midstream Partners Holdings, LLC and Permico Midstream Partners LLC are subsidiaries of Permico Energia LLC -- a U.S. based energy company with offices in Houston, Texas and Washington D.C. The Company is focused on developing, constructing, and operating assets in Texas, as well as domestic and international marketing of hydrocarbons. For more information, visit https://www.permicoenergia.com. Permico Midstream Partners Holdings, LLC and Permico Midstream Partners LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32437) on May 4, 2020. The petitions were signed by Bryan M. Gaston, chief restructuring officer. At the time of the filing, each Debtor disclosed estimated assets of $0 to $50,000 and estimated liabilities of $100 million to $500 million. Hon. Marvin Isgur oversees the cases. The Debtors tapped Hunton Andrews Kurth LLP as counsel and Ankura Consulting Group, LLC as financial advisor. William R. Greendyke is the appointed Chapter 11 Trustee for the Debtors. He is represented by Norton Rose Fulbright US LLP. PRIMARIS HOLDINGS: Seeks Staff, Deals Sub-Contracting in Rev. Plan ------------------------------------------------------------------ Primaris Holdings, Inc., filed with the Bankruptcy Court a First Amended Plan of Reorganization dated June 25, 2021. The Debtor has filed a Motion to Sell a small portion of its assets pursuant to a Section 363 sale. For the purposes of reorganization of the remaining assets, the Debtor has entered into a Sub-Contractor Agreement with DASpecialists, LLC whereby all remaining employees of the Debtor will transfer to DAS and all client contracts held by Debtor will be worked by DAS, with the net profits split equally between the Debtor and DAS for 60 months. After payment of any overhead costs, such as rent and utilities, which should be minimal, the Debtor will devote 100% of their disposable income to funding the plan. Debtor's anticipated income pursuant to the earn-out agreement with DAS is $16,000 monthly. The claims and interests under the Plan are classified as follows: * Class One includes claims filed by Bank of Missouri for $1,361,816 and $692,581, each secured by the Debtor's chattel paper, accounts, inventory, general intangibles, and equipment. * Class Two includes the claim of Credibly of Arizona, LLC for $321,454, secured by the Debtor's chattel paper, intangibles, equipment, intellectual property, and inventory. * Class Three includes Chrome Capital LLC Claim for $123,037, secured by future receipts. * Class Four includes the claim of Green Fund NY for $191,808 and secured by all receivables. * Class Five includes US Small Business Administration's claim for $152,466, secured by all tangible and intangible personal property. Classes One through Five shall be treated as unsecured because there is no equity in the property to secure the claims. * Class Six includes the claim of Business Funding Source for $119,419, secured by future receipts. * Class Seven includes the claims of Massachusetts Department of Revenue, Missouri Department of Revenue, the Internal Revenue Service, Tennessee Department of Revenue, US Department of Labor. Class Seven Claims, to the extent they are entitled to be treated as a priority claim and no objection is filed, shall be paid in full. * Class Eight includes the priority claims from employees and employee benefit plans, designated as pre-petition wages, salaries or other pay earned and due. Class Eight Claims shall be reduced due to duplication between the said Claimants and the Department of Labor. After said adjustments, these claims will be paid in full as priority claims. Class Eight is not impaired. * Class Nine includes both current employees and employees who performed work for the Debtor post-petition but have since terminated employment. Some of these have been paid in full; some will be paid in full pursuant to the terms of the Asset Purchase Agreement executed by Primaris and Pro-Team and/or the terms of the Sub-Contractor Agreement between Primaris and DAS, as they will continue to work allowing that sale and agreement to finalize. Class Nine shall be paid in full. Class Nine is not impaired * Class Ten includes unsecured non-priority claims. Class Ten Claims shall be paid pro-rata from any funds remaining after payment of the secured, priority and administrative claims. Class Ten is impaired. * Class Eleven includes the claims of POC 35, Trustmark Health Benefits, Inc., for $3,760 for post-petition employee medical claims. Class Eleven shall be paid in full. Class Eleven is not impaired. * Class Twelve includes all Allowed Administrative Claims allowable under Section 330 and Section 503(b) of the Bankruptcy Code, and which are entitled to priority payment under Section 507(a)(1) of the Bankruptcy Code. The Claims of this Class include Chapter 11 Trustee fees, attorneys' fees and accounting fees for post-petition services rendered to the Debtor on and after the Petition Date. The Debtor has retained ADP Payroll to prepare all payroll and pay all related payroll taxes. Debtor has also retained Mueller Prost to assist with preparing payroll tax returns; preparing income tax returns, and preparing balance sheets/profit & loss statements and other related accounting products. A copy of the First Amended Plan is available for free at https://bit.ly/2V2dpxP from PacerMonitor.com. About Primaris Holdings Primaris Holdings, Inc. is a Columbia, Mo.-based privately held company in the healthcare consulting business. It leads and supports systems and clinicians in implementing solutions that improve healthcare quality and reduce costs. Primaris Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-20773) on Nov. 19, 2020. Richard A. Royer, chief executive officer, signed the petition. At the time of the filing, Debtor had total assets of $3,170,289 and liabilities of $5,203,068. The Olsen Law Firm, LLC and Foley Law serve as the Debtor's legal counsel. Mueller Prost LC is the Debtor's accountant. RADIO DESIGN: Rev. Confirmation Order Specifies UST Fees, Reports ----------------------------------------------------------------- Judge Thomas M. Renn entered an amended order confirming the Second Amended Plan of Radio Design Group, Inc. Judge Renn confirmed the Plan, as modified: * JPMorgan Chase Bank, N.A.'s Class 1 Secured Claim as of June 1, 2021 shall be $1,876,614; * JPMorgan Chase Bank, N.A.'s Class 2 Secured Claim as of June 1, 2021 shall be $745,322; and * The second paragraph on page 3, Section 2 of the Plan shall be replaced with the following: After the Effective Date, the Reorganized Debtor shall file with the Court a post-confirmation quarterly financial report for each quarter, or portion thereof, that the case is open or during any period of time that the case is reopened using UST Form 11-PCR. The quarterly financial report shall include a statement of all disbursements made during the course of each month in the quarter, whether or not pursuant to the Plan, and all bank statements and other supporting documents for any and all disbursements shall be timely produced to the Office of the United States Trustee. All United States Trustee Fees, including any such fees accrued in any partial quarter, shall also be paid before the response deadline as a condition precedent prior to entry of a Final Decree. The Court approved the Disclosure Statement based on the Debtor's satisfaction of the requirements of Section 1125 of the Bankruptcy Code. A copy of the amended confirmation order is available for free at https://bit.ly/3hecK4W from PacerMonitor.com. About Radio Design Group Radio Design Group, Inc., is a design and engineering firm based in Grants Pass, Oregon. Since its incorporation in 1992, Radio Design has grown from a small RF consulting company specializing in small commercial markets to a vital contributor to unique and innovative products that have advanced the state of technology in both the commercial and defense-related markets. Radio Design previously sought bankruptcy protection on July 24, 2014 (Bankr. D. Ore. Case No. 14-62732). Radio Design again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-63617) on Dec. 2, 2019. In the petition signed by James Hendershot, president, the Debtor was estimated to have $1 million to $10 million in assets and liabilities of the same range. Judge Thomas M. Renn is assigned to the case. The Debtor is represented by Loren S. Scott, Esq., at The Scott Law Group. REGALIA UNITS: RBD's Unsecureds to Split Residual Cash Pro Rata --------------------------------------------------------------- Affiliate, Regalia Beach Developers LLC (RBD) filed with the Bankruptcy Court an Amended Disclosure Statement explaining its Liquidating Plan. Debtor RBD is in the business of real estate and is the sole member of Regalia Units Owner LLC (RUO). The issues that gave rise to RBD's bankruptcy are related to RUO's unpaid mortgage debt for $29 million in principal amount due to Atalaya Administrative, LLC, which Debtor RBD guaranteed. Prior to the filing of the instant case, Atalaya commenced proceedings to foreclose its interest in the Properties and its guaranty against RBD. In addition to the foreclosure proceedings, RBD had numerous unsecured creditors, including a claim by the Regalia Beach Condominium Association for $32 million, and a judgment creditor seeking to collect a judgment for $3.1 million. RBD's only asset (other than potential litigation claims) is its membership interest in RUO. Prior to the Petition Date, the state court appointed a receiver for RBD for the sole purpose of assisting with collection on the Judgment. Therefore, at the time of the commencement of the case, Debtor RBD was controlled by Drew Dilworth, as state court receiver for Debtor. RBD said the Receiver attempted to use its control over RBD to transfer the Properties to Atalaya, which would have wiped out both RBD and RUO's equity interest, leaving the Debtors with no assets and no ability to provide a distribution to other creditors. -- Classes of Claims under the Plan * Class One (Allowed Tax Claims) All Allowed Tax Claims will be paid in equal monthly installments over a period ending on May 27, 2025 commencing on the Effective Date, unless the Debtor elects to pay such Allowed Claim earlier. Class 1 is unimpaired. RBD believes there will be no Allowed Tax Claims. * Class Two (the SW Claim) The SW Claim will be paid in full on the Effective Date from the Creditor Carve-out and from any Litigation Proceeds and/or cash on hand. Class 2 is Unimpaired. * Class Three (General Unsecured Claims) The General Unsecured claims include all Allowed claims of Unsecured Creditors that are not part of Classes 1 or 2, subject to any objections that are filed and sustained by the Court. On the Effective Date, the Unsecured Creditors shall receive a pro rata portion of any cash on hand, including sums available from the Creditor Carve-out, any Equity Payout, and/or Litigation Proceeds, after payment in full of Allowed Claims in Classes 1 and 2. In the event the Allowed Class 3 Claims are not paid in full on the Effective Date, RBD will make a second distribution upon receipt of additional funds. Class 3 is impaired. * Class Four (Atalaya Deficiency Claim) Class 4 consists of the Deficiency Claim filed by Atalaya. Class 4 Claim shall be paid only after all Class One, Two and Three Claims have been paid in full, and only to the extent that the Class 4 Claim may be allowed by final order of the Court, in accordance with the Settlement Agreement. Any payment on account of Class 4 will be paid from Litigation Proceeds and any unused portion of the Creditor Carve-out. Class 4 is impaired. * Class Five (Equity) RBD shall retain any property remaining, including any portion of the Carve-outs that remain after payment of all Classes One, Two, Three and Four Claims. RBD shall distribute any remaining proceeds after payment of all Allowed Classes One, Two, Three, and Four Claims in full pursuant to the terms of the Plan to its sole member Golden Beach Manager, Inc. Class 5 is impaired. A copy of the Disclosure Statement is available for free at https://bit.ly/3hwg1LM from PacerMonitor.com. About Regalia Units Owner Regalia Units Owner LLC, and Regalia Beach Developers LLC, which are engaged in activities related to real estate, sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 20-15747) on May 27, 2020. At the time of the filing, both Debtors disclosed assets of between $10 million and $50 million and liabilities of the same range. Chief Judge Laurel M. Isicoff oversees the cases. Pardo Jackson Gainsburg, PL is the Debtors' legal counsel, and Mark Pordes of Pordes Residential Sales and Marketing is the Debtors' real estate agent. RUSSIAN MEDIA: Case Summary & 10 Unsecured Creditors ---------------------------------------------------- Debtor: Russian Media Group, LLC d/b/a TRN-WMNB 2508 Coney Island Avenue, 1st Floor Brooklyn, NY 11223 Business Description: Russian Media Group is part of the television broadcasting industry. Chapter 11 Petition Date: July 1, 2021 Court: United States Bankruptcy Court Eastern District of New York Case No.: 21-41741 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 E-mail: alla@kachanlaw.com Total Assets: $625,956 Total Liabilities: $1,532,402 The petition was signed by Sam Katsman, vice-president. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DVV7VOY/Russian_Media_Group_LLC__nyebke-21-41741__0001.0.pdf?mcid=tGE4TAMA SAMURAI MARTIAL: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Samurai Martial Sports, Inc. 12500 Oxford Park Dr Houston, TX 77082-2436 Chapter 11 Petition Date: July 2, 2021 Court: United States Bankruptcy Court Southern District of Texas Case No.: 21-32250 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Reese Baker, Esq. BAKER & ASSOCIATES 950 Echo Ln Ste 300 Houston, TX 77024-2824 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ihab Ahmed, president. 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/HAOYWOI/Samurai_Martial_Sports_Inc__txsbke-21-32250__0001.0.pdf?mcid=tGE4TAMA SINTX TECHNOLOGIES: Sells First Shipment of Silicon Nitride Powder ------------------------------------------------------------------ SINTX Technologies, Inc. has moved into the next phase of its relationship with O2TODAY and sold the first shipment of FleX SN-AP antipathogenic silicon nitride powder to O2TODAY for integration into a proprietary line of masks and filters. "O2TODAY announced on its website today that it is taking limited pre-orders for masks and mask filters integrated with SINTX's antipathogenic powder," said Dr. Sonny Bal, president and CEO at SINTX Technologies. "We share the excitement at this development, and we've appreciated the opportunity to collaborate on the development of O2TODAY's products over the past year." SINTX is the supplier of FleX SN-AP antipathogenic silicon nitride powder to O2TODAY. The powder is used to make O2TODAY's face masks and mask filters which were developed during a collaboration entered by the two companies in the midst of the 2020 COVID-19 pandemic. That collaboration has led to several milestones including a 2-year Technology License Agreement with a fee for the exclusive use of SINTX's technology in face masks and mask filters, a commercial agreement on silicon nitride sales, and royalties from product sales. SINTX continues to work with other partners to develop products with its FleX SN-AP powder. SINTX's FleX SN-AP can rapidly inactivate a wide range of bacteria, molds, and viruses, including SARS-CoV-2, Influenza A, and H1N1. FleX SN-AP can be incorporated into many consumer products and touch surfaces, making them resistant to disease-causing microbes. The SINTX R&D team has the knowledge and expertise to create niche applications with FleX SN-AP technology to enhance your company's products. O2TODAY's masks and filters with silicon nitride are expected to become available for limited pre-orders starting on July 6, 2021. For more information please visit https://o2today.com/products/sinpro or direct inquiries to info@o2today.com. About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies -- https://ir.sintx.com -- is an OEM ceramics company that develops and commercializes silicon nitride for medical and non-medical applications. The core strength of SINTX Technologies is the manufacturing, research, and development of silicon nitride ceramics for external partners. The Company manufactures silicon nitride material and components in its FDA registered and ISO 13485 certified facility. SINTX Technologies reported a net loss of $7.03 million for year ended Dec. 31, 2020, compared to a net loss of $4.79 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $28.69 million in total assets, $5.09 million in total liabilities, and $23.60 million in total stockholders' equity. SMITHFLY DESIGNS: Unsec. Creditors Will Get 4% Dividend in Plan --------------------------------------------------------------- SmithFly Designs, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Ohio a Subchapter V Plan of Reorganization dated June 29, 2021. Prior to the filing of this Chapter 11 case, the Debtor's principal was presented with what he thought was a firm offer for a substantial cash infusion into the business in return for an equity position in the Debtor. Eventually, the commitment was withdrawn to the substantial detriment of the Debtor, forcing the Debtor to seek financing though the short term/high interest rate secondary market. The daily payment obligations on these short term/high interest rate loans overtook the Debtor's ability to operate effectively. The first attempt to levy on the physical assets of the Debtor was unsuccessful and West Central refiled its Writ of Execution on March 22, 2021. As a result of that filing, the Miami County Sheriff was in the process of levying on the physical assets of the Debtor which, in addition to the short term/high interest rate loans, precipitated and necessitated this Chapter 11 filing on March 31, 2021. The Plan provides for the payment of administrative and priority claims with administrative claims to be paid in full on the effective date of this Plan or upon such other terms as may be agreed upon by the holder of the claim and the Debtor, and priority claims to be paid in full. Administrative claims include any fees due the Subchapter V Trustee and Debtor's attorney and professional fees. Class UN-G consists of any other unsecured claim against the Debtor that does not fall within any of the Classes. The unsecured pool is estimated by the Debtor to be no less than $573,673.72 based upon Proofs of Claim filed and the debts listed as non-contingent, liquidated and undisputed. This includes the claim of Anchor Financial Services (West Central Development Corporation) listed on the Petition as secured as the Debtor believes this claim is in fact unsecured. This amount also includes the non-priority portion of the State of Ohio Department of Taxation claim in the amount of $29,730.15. The Class UN-G Claims shall be Allowed in the amount determined by the Court and shall be paid by Reorganized Debtor on a pro rata basis from the Plan Proceeds, with disbursements to be made no less than quarterly, after the Allowed Priority Claim is paid pursuant to the terms of the Plan, and after resolution of all Disputed Claims. It is projected based up the amount of the unsecured pool and the priority claim of the Ohio Department of Taxation as filed that creditors in the UN-G class will receive approximately a 4% dividend. Class UN-PPP consists solely of the U.S. Small Business Administration PPP loan that was administered through US Bank in the amount of $28,258.31. The Class UN-PPP Claim shall be Allowed in the amount determined by the Court and shall be paid by Reorganized Debtor only to the extent the PPP Loan is not forgiven. It is anticipated that the PPP Loan will be forgiven in its entirety. Class EQ consists of any Equity Interest in the Debtor. Ethan Smith is the sole owner/member of the Debtor and works full time in the business of the Debtor. Mr. Smith will retain his 100% interest in the Debtor. Debtor intends to fund the Plan through cash flow from operations. Ethan Smith will retain his interest in the Reorganized Debtor and will continue all of his current duties to the Debtor, including but not limited to managing and overseeing all of the day to day operations of the Debtor, marketing, and attending trade shows. The Projections are intended to assess future income and cash flow availability for payments to priority and unsecured creditors and to form the basis for determining the feasibility of Plan. A full-text copy of the Subchapter V Plan dated June 29, 2021, is available at https://bit.ly/367sD6T from PacerMonitor.com at no charge. Proposed Case Attorney for Debtor: Ira H. Thomsen, Esq. Law Offices of Ira H. Thomsen 140 N Main Street Springboro, OH 45066 Phone: (937) 748-5001 Fax: 937-748-5003 About SmithFly Designs SmithFly Designs, LLC sought Chapter 11 protection (Bankr. S.D. Ohio Case No. 21-30521) on March 31, 2021, disclosing total assets of up to $50,000 and total liabilities of up to $1 million. Judge Guy R. Humphrey oversees the case. The Debtor is represented by the Law Offices of Ira H. Thomsen. SOMETHING SWEET INC: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Something Sweet, Inc. f/k/a Something Sweet, LLC 724 Grand Avenue New Haven, CT 06511 Business Description: Something Sweet, Inc. is a merchant wholesaler of grocery and related products. Chapter 11 Petition Date: July 2, 2021 Court: United States Bankruptcy Court District of Delaware Case No.: 21-10993 Debtor's Counsel: David M. Klauder, Esq. BIELLI & KLAUDER, LLC 1204 N. King Street Wilmington, DE 19801 Tel: (302) 803-4600 Fax: (302) 397-2557 E-mail: dklauder@bk-legal.com Debtor's Investment Banker: PEAKSTONE GROUP Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Lawrence Fox, chief financial officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EMFEKWY/Something_Sweet_Inc__debke-21-10993__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. ADM Milling Co. Trade Vendor $130,204 P.O. Box 487 Buffalo, NY 14240 Tyler P. Beals Fax: (217) 424-6187 Email: tyler.beals@adm.com 2. Budderfly, LLC Utility Provider $216,101 2 Trap Fall Road Suite Shelton, CT 06484 Tom Flynn Email: tom.flynn@budderfly.com 3. Bunge Loders Croklaan Trade Vendor $235,749 P.O. Box 751594 Charlotte, NC 28275 Greg Zemaitis Email: greg.zemaitis@bunge.com 4. Chase Pecan Trade Vendor $208,053 2803 West Wallace San Saba, TX 76877 Randall Robinson Fax: (503) 334-4367 5. Choptank Transport Transportation $406,547 P.O. Box 99 Preston, MD 21655 Marcia Wood Fax: (410) 305-7210 Email: marcia.wood@choptanktransport.com 6. Coyote Logistics, LLC Transportation $183,653 P.O. Box 742636 Atlanta, GA 30374 Frank Roberts Fax: (678) 495-0051 Email: froberts@c2cresources.com 7. Darifair Foods, Inc. Trade Vendor $74,671 4131 Sunbeam Road Jacksonville, FL 32257 Bill Block Fax: (904) 448-8108 Email: bblock@darifair.com 8. Jim Lines & Vendor $152,000 Associates, LLC Sales 8557 Bash St Suite 208 Indianapolis, IN 46250 Jim Lines Email: jimlines@jlabakerysolutions.com 9. Lineage Freight Transportation $86,087 Management LLC P.O. Box 101634 Pasadena, CA 91189 RashidAbdur-Rahimr Email: rahim@lineagelogistics.com 10. Newburg Egg Corp Trade Vendor $81,370 17 Novogrodsky Road P.O. Box 175 Woodridge, NY 12789 Cheskel Goldstein Fax: (845) 434-8216 Email: cheskel@newburgegg.com 11. Pawson Park LLC Landlord $120,876 2 Wakefield Rd Branford, CT 06405 Stephen Kutenplon, Esquire Fax: (617) 261-7673 Email: SKutenplon@tbhr-law.com 12. Peterson Farms Trade Vendor $128,863 P.O. Box 115 Shelby, MI 49455 Kevin Knight Email: kknight@petersonfarmsinc.com 13. Staffing 360 Staffing $227,045 Solutions Inc. P.O. Box 412554 Boston, MA 02241 Frank Roberts Email: froberts@c2cresources.com Fax: (678) 495-0051 14. Steadfast Staffing, LLC Staffing $738,134 P.O. Box 75343 Chicago, IL 60675 Ted Mannello Email: tmannello@steadfaststaffing.net 15. Sweet New England Co. Inc. Trade Vendor $84,311 P.O. Box 419341 Boston, MA 02241 Kimberley Groberski Email: k.groberski.collect@atradius.com 16. The Bakery Connection Sales Broker $347,417 131 Oak Street Glastonbury, CT 0603 Michael H. Myers Fax: (860) 633-7898 Email: mikemyers@bakeryconnection.com 17. The Program Trade Vendor $156,085 P.O. Box 278 Fogelsville, PA 18051 Olivia Charles Email: olivia@profruit.com 18. Total Quality Logistics Transportation $209,345 P.O. Box 634558 Cincinnati, OH 45263 Kelly A Pierro Fax: (513) 688-8890 Email: kpierro@tql.com 19. Unicorr Packaging Group Trade Vendor $76,562 4282 Paysphere Circle Chicago, IL 60674 Bernard F. Baszak Email: bbaszak@unicorr.com 20. Waddington North Trade Vendor $160,083 America, Inc. P.O. Box 639592 Cincinnati, OH 45263 Mike McNeil Email: mike.mcneil@novolex.com Fax: (978) 513-8546 SOMETHING SWEET: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Something Sweet Acquisition, Inc. 724 Grand Avenue New Haven, CT 06511 Business Description: Something Sweet Acquisition is a grocery and related product merchant wholesaler. Chapter 11 Petition Date: July 2, 2021 Court: United States Bankruptcy Court District of Delaware Case No.: 21-10992 Debtor's Counsel: David M. Klauder, Esq. BIELLI & KLAUDER, LLC 1204 N. King Street Wilmington, DE 19801 Tel: (302) 803-4600 Fax: (302) 397-2557 E-mail: dklauder@bk-legal.com Debtor's Investment Banker: PEAKSTONE GROUP Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lawrence Fox, chief financial officer. 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/EG2RZUQ/Something_Sweet_Acquisition_Inc__debke-21-10992__0001.0.pdf?mcid=tGE4TAMA TWIN PINES: Wins Cash Collateral Access Thru Sept. 30 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of New Mexico has authorized Twin Pines LLC, a New Mexico limited liability company, to use cash collateral in accordance with the budget through September 30, 2021. The Debtor requires the use of cash collateral to continue the operation of its business and pay administrative expenses of the Estate. First Alamogordo Bancorp of Nevada, Inc., d/b/a/ First National Bank, hold, claim, or may claim a lien against cash collateral. The Debtor may use cash collateral to pay: a. actual and necessary post-petition business and administrative expenses of the Debtor, in the amounts not to exceed 110% of each line-item amount described in the portion of the Budget, except for Utilities. b. each monthly utility bill in full each month, regardless of the aggregate variation from the estimated amount for Utilities on the Budget; and c. other ordinary operating expenses and additional amounts for budgeted expenses as First Alamogordo may, in its discretion, approve in writing. First Alamogordo is granted adequate protection for its interests in Cash Collateral. The Debtor will make monthly adequate protection payments to First Alamogordo of $2,500 per month beginning the first business day of July, August, and September 2021, as long as the order is in effect. First Alamogordo will continue to have a security interest and lien upon, and the Debtor's obligations to First Alamogordo will be secured by all assets in which the bank had a lien or security interest as of the Petition Date, in the same order of priority that existed at that time, which will be subject to the same defenses and avoidance powers (if any) as existed on the Petition Date. First National Bank is granted a lien against Post-Petition Cash and against property of the same type as the Pre-Petition Collateral acquired by the Debtor post-petition (including after-acquired equipment) to the extent of any diminution in the value of First Nation Bank's cash collateral during the Cash Collateral Period. In addition, the New Lien secured the amount of post-petition Net Rents the Debtor has collected or collects from the Petition Date until the end of the Cash Collateral Period in excess of the aggregate amount of adequate protection payments the Debtor makes to First National Bank during that period. The New Lien is deemed valid and perfected, without any filing or recording under an applicable law, to the same extent as First National Bank's liens and security interests in the Pre-Petition Collateral were valid and perfected at that time and will have the same priority as its liens and security interest in the Pre-Petition Collateral of the same type. The New Lien is retroactive to the Petition Date. A copy of the order is available at https://bit.ly/3xgbaVQ from PacerMonitor.com. About Twin Pines Twin Pines LLC, a New Mexico limited liability company, provides automotive repair and maintenance services. Twin Pines owns condos valued at $523,618, and a commercial property valued at $741,908, in Ruidoso, New Mexico. Twin Pines LLC sought Chapter 11 protection (Bankr. D.N.M. Case No. 19-10295) on Feb. 12, 2019, in Albuquerque, N.M. At the time of filing, the Debtor disclosed $1,361,978 in assets and $1,338,629 in liabilities. Judge Robert H. Jacobvitz oversees the case. William F. Davis & Assoc., P.C. is the Debtor's legal counsel. VANDEVCO LIMITED: May Restructure If Cerner Is Allowed Up to $3.5M ------------------------------------------------------------------ Vandevco Ltd. and Orland Ltd. filed an Amended Disclosure Statement to their First Amended Joint Plan of Reorganization. In 1996, Willamette Enterprises, Ltd., a Cayman Islands exempt company, formed Orland as an Oregon corporation for real estate ownership and development. Vandevco was formed in 1998 by Willamette as a Washington corporation after the City of Vancouver, in Washington selected its proposal in a competitive process to select a developer to develop an urban renewal project in downtown Vancouver called the "Vancouvercenter." Willamette's 99% owner is Belbadi Engineering, LLC, a United Arab Emirates entity. Ziad Elhindi owns the other 1% of Willamette. Belbadi's sole owner is UAE citizen, Ahmed Albadi. Belbadi Engineering formed Willamette in 1996 to serve as a holding company for Pacific Northwest real estate investment and development. Cerner Middle East has filed a claim of at least $87,875,515 in both Debtors' bankruptcy case, alleging that the Debtors are responsible for Belbadi's guarantees of debt from the arbitration award that Cerner Middle East obtained by way of the respondents' non-appearance, in Paris, France, against Mr. Albadi and his UAE medical records information technology company iCapital for which Belbadi signed the Belbadi Guarantees. The Debtors expect to dispose of Cerner Middle East's litigation and claim through the chapter 11 claim objection process. Since 2016, Cerner Middle East's totally unexpected lawsuits and asset-freezing injunctions have presented grave challenges to Orland and Vandevco. At the outset of its lawsuits, the Debtors said Cerner Middle East obtained restraining orders, which kept Vandevco and Orland from utilizing their own assets. After four years of scrambling for cash to pay defense costs, the Debtors sought bankruptcy relief to obtain breathing room in a single forum for orderly adjudication of Cerner Middle East's multi-forum litigation against them. The Debtors believe that Cerner Middle East is litigating against them in the U.S. to try to enforce the Belbadi Guarantee against the Debtors' upstream great-grandparent, Belbadi, free from the blight of fraud and forgery the Debtors said Cerner Middle East is convicted of in the UAE. The Registry of the Bankruptcy Court holds approximately $6.35 million of Vandevco funds arising from Vandevco Residential II, LLC's sale of the South Residential Tower to Holland Partner Group. Vandevco anticipates that this $6.35 million balance will diminish as the Court authorizes interim compensation for Vandevco's chapter 11 professional. If the Bankruptcy Court disallows Cerner Middle East's claims, the Debtors may each have ripe claims for tortious interference with business relations and malicious prosecution against Cerner Middle East. These are Retained Causes of Action under the Plan, to be investigated and litigated by the Debtors. The Debtors anticipate a simple restructuring process via the Plan's contingencies for Restructure Plan A or Liquidation Plan B. 1. Restructure Plan A. If the Court sustains the Debtors' objections to Cerner Middle East's claims, Vandevco will pay its creditors with allowed claims in full on the Effective Date. Orland, in turn, will use its share of those proceeds to pay its creditors in full shortly after the Effective Date. If the Court allows Cerner Middle East's claims against one or both of the Debtors in a combined amount of $3.5 million or less, the Debtors can still proceed under Plan A. If the Court allows Cerner Middle East's claims in an amount exceeding $3.5 million, but relatively close to $3.5 million, the Plan provides the Debtors with 60 days from the date of entry of a final order allowing Cerner Middle East's claim(s) to raise the additional funds to fully pay Cerner Middle East's allowed claim, in which case the Debtors will also proceed under Plan A. The above projection is based on the Debtors' forecast that Vandevco will have $5.5 million of funds in the Registry of the Court on October 31, 2021. At that time, the Debtors project that to pay their respective administrative expenses and allowed creditor claims (other than Cerner Middle East), Vandevco will need $2 million, and Orland will need $650,000, with a note from Vandevco to Orland for the $205,031 balance that Vandevco owes Orland. As a result, the Debtors will have $3.5 million remaining to pay Cerner Middle East, with a $220,000 contingency reserve for variance in the Debtor's estimates and unforeseen expenses. Insider Willamette Enterprises, Ltd. will get a reaffirmation of its Amended and Restated Loan Agreement with Vandevco, dated Effective August 1, 2000. 2. Liquidation Plan B. Liquidation Plan B for each Debtor requires a determination that: (i) the Debtor is the alter ego of Belbadi; (ii) Belbadi is liable to Cerner Middle East on the Belbadi Guarantees; (iii) Cerner Middle East's allowed Claims exceed $3.5 million, and the Debtors are unable to fully fund Cerner Middle East's allowed claims within 60 days of the entry of the final order of claim allowance. * Vandevco: Liquidation Plan B -- Scenario a. Under Plan B, on the Effective Date, the following assets will vest in the Creditors Trust: (i) the balance of the $6,520,572 from Fidelity National Title deposited into the Registry of the Court on January 25, 2021 pursuant to the Court's Turnover Order, and; (ii) all cash and accounts; (iii) membership in the North Office Tower, LLC, and; (iv) Retained Causes of Action. b. The Trust Administrator will administer the Vandevco Plan B Assets in accordance with the Creditors Trust Agreement to perform the Plan's provisions for Plan B. * Orland: Liquidation Plan B -- Scenario a. Under Plan B, on the Effective Date, the following assets will vest in the Creditors Trust: (i) cash and accounts; (ii) Orland's real estate, and (iii) Retained Causes of Action. b. The Trust Administrator will administer the Orland Plan B Assets in accordance with the Creditors Trust Agreement to perform the Plan's provisions for Plan B. The Court has scheduled an evidentiary hearing for August 4, 2021, on Cerner Middle East's objection to Willamette's deemed claim, where Cerner Middle East contends that Willamette is a disregarded entity that its approximately $10 million claim against the Debtors is, in fact, owed to Belbadi, which Cerner Middle East also contends is the Debtors' true owner, rather than Willamette. The Court has scheduled a trial to commence September 13, 2021 on the Debtors' objections to Cerner Middle East's claims. At the September 13, trial, the Court will adjudicate Cerner Middle East's allegation that the Debtors are alter egos of Belbadi. Should the Court determine that either Debtor, is in fact, the alter ego of Belbadi, a second phase of the bifurcated trial will be necessary to determine the issue of Belbadi's liability on the Belbadi Guarantees, and if Belbadi is found liable, to liquidate the dollar amount of the liability. A copy of the Amended Disclosure Statement dated June 25, 2021 is available for free at https://bit.ly/2V10BI3 from PacerMonitor.com. The Court will consider approval of the Disclosure Statement at a telephonic hearing on July 7, 2021 at 9 a.m. About Vandevco Ltd. and Orland Ltd. Vandevco Ltd. and Orland Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Lead Case No. 20-42710) on Dec. 6, 2020. At the time of the filing, Vandevco disclosed $31,601,920 in assets and $74,827,369 in liabilities. Orland disclosed total assets of $5,171,583 and total liabilities of $62,193,017. Judge Mary Jo Heston oversees the cases. Joseph A. Field, Esq., at Field Jerger, LLP, is the Debtors' counsel. Cerner Middle East Limited, a party in interest, is represented by Holland & Knight LLP. VI GROUP: Wins Cash Collateral Access on Final Basis ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, has authorized Vi Group Investment, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor and Touchmark National Bank indicated to the Court at the hearing that Touchmark had agreed to the Debtor's continued use of the Cash Collateral until (i) a Termination Event occurs, or (ii) further Court order. The Debtor and Touchmark further informed the Court they had reached an agreement on the amounts that the Debtor would pay to Touchmark pursuant to 11 U.S.C. Section 362(d)(3) as adequate protection for the continued use of the commercial building located at 127 Perimeter Center W. Atlanta, Georgia. As of the Petition Date, the Debtor owed Touchmark $5,097,325.38, including pre-petition interest and other fees, expenses, charges, and other obligations. As of the Petition Date, all claims of Touchmark with respect to the Pre-Petition Obligations (i) constituted legal, valid, binding, and non-avoidable obligations of the Debtor; and (ii) were not, and will not be, subject to any avoidance, disallowance, disgorgement, reductions, setoff, offset, recharacterization, subordination (whether equitable, contractual or otherwise), counterclaims, cross-claims, defenses or any other challenges of any kind or nature under the Bankruptcy Code or any other applicable law or regulation. The Pre-Petition Obligations are secured by first-priority liens on, and security interests in the assets of the Debtor identified in the Loan Documents, which the Debtor granted to, or for the benefit of, Touchmark pre-petition. The Debtor is permitted to use Cash Collateral, including, without limitation, cash, deposit accounts, accounts receivable, and the proceeds from rental of the Building, excluding the sale of any assets outside of the ordinary course of business, but only in accordance with the budget for the actual and necessary expenses of operating the Debtor's business. As adequate protection for the Debtor's use of Cash Collateral, in accordance with the Final Order, and as adequate protection for Touchmark's interest in the Collateral, Touchmark is granted a post-petition lien in all assets and property of the Debtor to the same validity, extent, and priority of Touchmark's pre-petition First Priority Liens, subject only to the Permitted Liens, if any, and the Carve-Out. The Replacement Lien will attach to all of the Debtor's property and assets, of any kind or nature whatsoever, whether now owned or hereafter acquired by the Debtor, and all proceeds, rents, or profits thereof, that were either subject to First-Priority Liens or acquired because of the Debtor's use and/or expenditure of Cash Collateral; provided, however, that the Replacement Lien will not attach to avoidance actions under Chapter 5 of the Bankruptcy Code. The Replacement Lien will not be (i) subject or junior to any lien or security interest that is avoided and preserved for the benefit of the Debtor's estate under 11 U.S.C. section 551; or (ii) subordinated to, or made pari passu with, any other lien or security interest, whether under 11 U.S.C. section 364(d) or otherwise, except as expressly provided in the Final Order. The Replacement Lien granted to Touchmark by the Final Order will be perfected by operation of law upon execution and entry of the Final Order by the Court. The Replacement Lien granted will be subordinate only to the Carve-Out and any fees due to the United States Trustee's Office. The term "Carve-Out" means: (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee under 28 U.S.C. section 1930(a); (ii) unpaid fees and expenses incurred by the Retained Professionals in an aggregate amount not to exceed $20,000; and (iii) any real estate commission due to a broker who has previously been approved by the Court in connection with a sale of the building at the rate authorized in the Order approving the broker's employment. The Carve-Out will be funded from the proceeds of Touchmark's Collateral upon the disposition of same in a sale to a third-party for value. As additional adequate protection, the Debtor will pay to Touchmark by wire transfer $22,410.64 per month, beginning with the payment previously made on June 10, 2021 and continuing on the tenth day of each month during the term of the Order. To the extent that the adequate protection proves to be inadequate to protect Touchmark's interest in the Cash Collateral, Touchmark will have a priority claim to the fullest extent permitted under 11 U.S.C. section 507(b). A copy of the order and the Debtor's budget is available at https://bit.ly/3qGas1y from PacerMonitor.com. The Debtor projects $112,285.59 in total receipts and $105,003.29 in total expenses. About Vi Group Investment, LLC Vi Group Investment, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-51722) on March 2, 2021. Vi Group Investment is a Single Asset Real Estate debtor. In the petition signed by Vi To, its sole member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Sage M. Sigler oversees the case. Rountree, Leitman & Klein, LLC is the Debtor's counsel. Touchmark National Bank, as lender, is represented by: John A. Thomson, Jr., Esq. Ron C. Bingham, II, Esq. Adams and Reese LLP 3424 Peachtree Road, NE, Suite 1600 Atlanta, GA 30326 Tel: (470) 427-3700 Fax: (404) 500-5975 E-mail: Ron.bingham@arlaw.com john.thomson@arlaw.com VIENTO WINES: Wins Cash Collateral Access Thru Aug. 31 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Oregon has authorized Viento Wines Inc. to use cash collateral in which First Interstate Bank (FIB) has interest, in accordance with a budget through August 31, 2021. Before the Petition Date, the Debtor obtained two loans from FIB: a. 10237 Loan in the original principal amount of $742,500, pursuant to a Business Loan Agreement and Construction Loan Agreement, both dated January 7, 2011, and evidenced by a promissory note the Debtor executed in favor of CenterPointe Community Bank. The 10237 Loan is secured by: 1. a Construction Deed of Trust dated January 7, 2011 executed individually by Richard J. Cushman and Robin Maria Cushman, as grantor, to Columbia Gorge Title as trustee, for the benefit of CenterPointe. The Construction Deed of Trust encumbered the real property and improvements located at 301 Country Club Road, Hood River, Oregon. 2. an Assignment of Rents dated January 7, 2011, executed by Mr. Cushman and Robin Maria Cushman, individually, as assignor, and CenterPointe, as assignee, encumbering the Tasting Room Property. b. 1043000 Loan for $350,000, pursuant to a Business Loan Agreement and Commercial Construction Loan Agreement, both dated July 16, 2013, evidenced by a promissory note the Debtor executed in favor of CenterPointe, which later merged into Inland Northwest Bank, which thereafter merged into FIB. The 1043000 Loan is secured by: 1. a Commercial Security Agreement dated July 16, 2013 granting FIB a security interest in its inventory which consists of bulk wine and bottled wine. CenterPointe caused a financing statement on its interest in the wine inventory. 2. a Commercial Construction Real Estate Deed of Trust dated July 16, 2013, and an Assignment of Leases and Rents, both dated July 16, 2013, executed by Richard J. Cushman and Robin Maria Cushman, individually as grantor, to Columbia Gorge Title LLC, as trustee, for the benefit of CenterPointe, encumbering the Tasting Room Property. On April 15, 2019, the parties entered into a Forbearance Agreement, later amended on July 29, pursuant to which, the Debtor caused additional real estate collateral to be pledged to secure the Debtor's obligations under the two notes. The Court ruled that, as adequate protection of its interest in the Prepetition Collateral securing the Prepetition Obligations, FIB is entitled to adequate protection of its interest in the Prepetition Collateral in an amount equal to the amount of Cash Collateral used from and after the Petition Date. FIB, subject to a motion and hearing, is also entitled to adequate protection of its interest in the amount of aggregate diminution in the value of its interests in the Prepetition Collateral from and after the Petition Date. The Court further ruled that, as security for all of the Debtor's indebtedness to FIB under the Loan Documents and to the extent of the adequate protection obligations, the Debtor is permitted to grant FIB a first priority post-petition security interest in and lien on all of the Debtor's assets to the same priority, validity and extent that FIB held a properly perfected pre-petition security interest in such assets which are acquired or generated after the Petition Date. The Debtor also obtained authority to make a $12,400 payment on June 28, 2021, via deposit into the FIB bank account ending in #3338 and another payment of $3,100 on August 1, 2021. FIB is authorized to sweep these amounts from that account. Failure to make either deposit constituted a "Termination Event". FIB will apply the payments to its secured claim in accordance with the applicable Loan Documents. The payments are not and will not be deemed an agreement by FIB to waive default interest and FIB reserves all rights with respect to default interest. A copy of the order and the Debtor's final cash collateral budget is available at https://bit.ly/2TvkAOD from PacerMonitor.com. The Debtor projects $18,500 in average monthly income and $8,895 in estimated monthly expenses. About Viento Wines, Inc. Viento Wines Inc. -- http://vientowines.com/-- is a winemaker offering Gorge wines ranging from Sparkling, White, Rose, Red & Dessert wine. Viento Wines sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 21-30690) on March 29, 2021. In the petition signed by Richard Cushman, president, the Debtor disclosed $679,176 in assets and $1,272,818 in liabilities. Judge Trish M. Brown oversees the case. Michael D. O'Brien, Esq., at Michael D. O'Brien & Associates, P.C., is the Debtor's counsel. W.F. GRACE: Seeks Cash Collateral Access Thru Oct. 31 ----------------------------------------------------- W.F. Grace Construction, LLC asks the U.S. Bankruptcy Court for the District of New Hampshire for authority to continue using cash collateral in accordance with the budget and provide adequate protection to potential cash collateral lienholders. The Debtor seeks to use up to $586,401.52 of cash collateral to pay post-petition costs and expenses incurred by the Debtor in the ordinary course of business from August 1 to October 31, 2021. TBK Bank SSB and TD Bank N.A. may hold valid and enforceable, perfected pre-petition liens on cash collateral. On the petition date, the Debtor's property included cash collateral totaling $114,328.71, consisting of: a. Deposits at Androscoggin Bank that totaled $23,915. b. Deposits at Rockland Trust that totaled $500. c. Deposits at TD Bank that totaled $89,912. On the petition date, the Debtor also held accounts receivable with a face value of $560,282. The Debtor believe that about $266,541 of the accounts receivable are "good receivables," which means that the Debtor expects to collect them in the ordinary course of business without litigation or any other extraordinary cost or effort. The accounts receivable due from AW Rose Construction, LLC and Procopio Enterprises, LLC are already the subject of state court actions and/or mediation/arbitration proceedings. As a result, the Debtor assigned no value to them for the purposes of the Motion, but the net proceeds thereof will be added to the value of the petition date cash collateral if and to the extent of any recovery. The Debtor further relates that the reorganization value of the cash collateral as of the petition date appears to have been $356,454.41, including the "good receivables," plus the net amount collected from the accounts receivable in litigation and/or arbitration/mediation proceedings, if any. In the Debtor's opinion, the liquidation value of the cash collateral was less than $223,183.62 on the petition date. According to the Debtor, all of the Potential Cash Collateral Lienholders filed "all asset" financing statements against the Debtor, which are broad enough to cover cash collateral. Except for TD Bank, N.A., each of the financing statements also described the specific piece or pieces of equipment financed by the secured party. The security interests in the specific pieces of equipment collateral may be purchase money security interests entitled to priority over earlier security interests perfected by filing a financing statement. TBK Bank, SSB filed its specific equipment and "all assets" financing statement before any of the other Potential Cash Collateral Lienholders according to the UCC/Lien Search Report. TBK foreclosed its security interests in the collateral that the bank financed, pursuant to the Stipulation filed in the case, TBK Bank, SSB v. WF Grace Construction, LLC, Civ. Action No. 1:20-cv-00581, which is pending in the United States District Court for the District of New Hampshire. TBK now asserts a disputed, unliquidated secured claim in the estimated, maximum amount of $272,000 based on documents the bank provided. If the TBK claim is allowed as a secured claim in the amount of $224,183.62 or less, the TBK secured claim will exhaust the reorganization value of the Debtor's cash collateral on the petition date leaving nothing for any other Potential Cash Collateral Lienholder. Subject to drafting and Court approval, the Debtor believes the parties have reached an agreement regarding the treatment of the TBK Secured Claim that is consistent with the adequate protection payments offered in the Motion that will be memorialized in a Plan. A portion of the TBK Secured Claim referred to as the "Gifted Portion" will be assigned to the Subchapter V Trustee for the benefit of unsecured creditors holding allowed claims. Until the "Retained Portion" to be kept by TBK has been paid in full, payments due the Subchapter V Trustee or other person as may be appointed by the Court have been paid in full, any payments due to the Subchapter V Trustee or other person as may be appointed by the Court on the Gifted Portion will be made to TBK as mandatory principal payments and to shorten the maturity of that claim. The Debtor offers to provide TBK and TD Bank with adequate protection for any loss or diminution in the petition date value of the cash collateral securing their claims, to the extent qualifying as secured claims and otherwise allowed as secured claim in the Case, pending further Court order: a. A monthly periodic payment to TBK in the amount of $3,474.29, which reflects the monthly payment on a loan in the amount of $187,500 payable in 60 consecutive monthly installments of principal and interest at the rate of 4.25% per annum, beginning on the 15th day from the date of the order granting the Motion and on the same date of each succeeding month thereafter during the Use Term; and b. A monthly periodic payment to TD Bank in the amount of $1,426.78, which reflects the monthly payment on a loan in the amount of $77,000 payable in 60 consecutive monthly installments of principal and interest at the rate of 4.25% per annum, in accordance with the Stipulated Order Between Debtor and TD Bank, N.A. Providing Adequate Protection [Doc. 214] during the Use Term. The adequate protection payments made to TBK and TD Bank pursuant to an order granting the Motion will be applied retroactively to the payments to be made pursuant to a plan of reorganization confirmed by the Court to shorten the amortization period. The Budget includes and provides for adequate protection payments to creditors that hold liens of record on specific pieces of equipment, but no payment will be made to any of the Potential Equipment Lienholders unless and until the Court grants a separate motion that authorizes the Debtor to make a payment to the Potential Equipment Lienholder determined to hold a valid and enforceable, perfected first priority lien on a specific piece of equipment or the Subchapter V Trustee in escrow pending the further Court order or orders. A copy of the motion is available at https://bit.ly/3wado7H from PacerMonitor.com. About W.F. Grace Construction, LLC W.F. Grace Construction, LLC is part of the residential construction contractors industry. W.F. Grace Construction filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 20-10844) on Sept. 28, 2020. The petition was signed by William F. Grace, Jr., sole member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. William S. Gannon, Esq., at William S. Gannon PLLC represents the Debtor as counsel. WEATHERFORD INTERNATIONAL: S&P Hikes ICR to 'CCC+, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings raised the issuer credit and senior unsecured ratings on Weatherford International PLC to 'CCC+' from 'CCC'. S&P raised the senior secured ratings to 'B' from 'B-'. The outlook is stable. This reflects Weatherford's improving cash flows and strengthening financial measures, high cash balances, and improving capital market access. Market conditions in the OFS sector are improving but remain challenging. The ratings upgrade reflects our expectation for improving market conditions and cash flows, as well as the diminished likelihood that Weatherford will pursue a refinancing transaction we would view as distressed. Although we believe demand for oilfield equipment and services is beginning to improve, particularly in the U.S., supported by an increase in crude oil and natural gas prices, the pace of growth will be limited by an excess supply of equipment and restrained drilling activity by the exploration and production (E&P) industry. S&P expects offshore and international markets--which typically react more slowly to changes in commodity prices--to remain challenging in 2021, with modest improvement in 2022. Improving market conditions are reflected in the improved yield on Weatherford's senior unsecured notes to below 10%, which makes the prospect of a well-below-par debt repurchase or similar distressed transaction more remote. S&P said, "We expect Weatherford's operating cash flows and financial measures to improve in 2021 and 2022. The combination of improving OFS markets and lower restructuring and related costs should support improving cash flow and financial measures, including debt to EBITDA of 5x-5.5x and funds from operations (FFO) to debt of 5%-10% through 2022. Due to the high interest expense on its $2.1 billion 11% senior notes due 2024, we expect Weatherford's FFO and cash flow measures to be weaker than EBITDA growth might suggest. We expect modest positive free cash flow in 2021. In addition to improving cash flows, ratings are also supported by Weatherford's lengthened maturity runway, with both its senior secured notes and senior unsecured notes, $2.6 billion in total, due in the second half of 2024. Finally, we expect Weatherford to maintain modest financial policies that support increased cash flow generation, which should result in improving financial strength and capital market access to refinance the 2024 maturities. "Capital market access has improved but remains a concern. The recent listing on the NASDAQ exchange (ticker: WFRD) combined with an improved bond yield on its senior unsecured notes support our view that capital market access for Weatherford has improved along with industry conditions. The absence of near-term maturities (all debt is due in 2024) provides time for further improvement in market access and ability to refinance upcoming maturities. Nevertheless, we believe market access for most of the OFS sector, especially lower noninvestment grade, remains limited and will need a more prolonged recovery in industry conditions for it to become more supportive. "The stable outlook reflects Weatherford's improving cash flows and strengthening financial measures. While we expect industry conditions to improve in the later half of 2021 and into 2022 and support stronger financial performance for Weatherford and most of the industry, a meaningful improvement in oilfield services markets has yet to be sustained, especially international markets, which accounted for about 75% of Weatherford's revenues in 2020 and the first quarter of 2021. The stable outlook also reflects Weatherford's improving access to capital markets following its NASDAQ listing and improved bond yields. Nevertheless, we expect leverage to remain high over the next 12 months, debt/EBITDA of 5x-5.5x through 2022 and FFO to debt of 5%-10%, and heavy interest expense payments will continue to weigh negatively on cash flows, making the company dependent on favorable business conditions to meet it's financial obligations. "We could lower ratings over the next 12 months if financial measures weaken, leading to increased yields on Weatherford's senior notes and we believe Weatherford could pursue a transaction we would view as distressed. This would likely follow weakening market conditions, driven by lower-than-expected global E&P capital spending due to continued capital discipline, compounded by an overhang of excess equipment that lead to a material increase in the yields on Weatherford's debt. "We could raise ratings over the next 12 months if financial measures improve, including debt to EBITDA around 5x and FFO/debt about 12%, combined with continued improvement in capital market access. This could occur if demand for oilfield services continues to improve, especially on the international front, leading to both higher global equipment and services demand, most likely due to supportive E&P spending levels and removal of excess equipment inventory." WHITE RIVER: Rocky Mountain Bank Says Disclosures Deficient ----------------------------------------------------------- Rocky Mountain Bank objects to the adequacy of the Disclosure Statement filed by Debtor White River Contracting, LLC. Creditor specifies the following deficiencies in said Disclosure Statement: * The Plan and Disclosure Statement both state the presumption that RMB consents or will consent to the proposed sale of certain assets in the manner described. At this time, RMB does not consent to the sale. * The Debtor relies upon RMB's consent to satisfy 11 U.S.C. § 363(f). Without it, the Plan is not confirmable on its face and thus there is no purpose in the Court requiring the estate to solicit acceptance or rejection of the Plan. * Debtor provides no documentation for its asserted sales, the expenses associated with those sales, and the net proceeds of the proposed. Debtor does not provide in its Disclosure Statement any description of the condition of the assets available for sale. * Debtor also provides almost no information about its proposed stalking horse arrangement and auction sale. Adequate information should include a fully documented explanation of Debtor's proposed stalking horse arrangement. * The Disclosure Statement provides insufficient information for RMB and other creditors to assess whether Parcels 1 and 2 should be sold together or separately, and whether the proposed structure of the stalking horse bid maximizes recovery. * The lack of disclosure related to the description and valuation of the available assets for sale and the auction process do not provide adequate information to allow RMB and other claim holders to evaluate financial and other information regarding the Debtor. * Additional information should be disclosed regarding the company's current financial performance and any future financial projections to allow RMB and under claim holders to asses whether liquidation is in the best interest of the creditors. A full-text copy of RMB's objection dated June 29, 2021, is available at https://bit.ly/3jBDsGr from PacerMonitor.com at no charge. Attorneys for Rocky Mountain: Shane P. Coleman, #3417 Brianne C. McClafferty, #36411453 John D. Sullivan, #12475 HOLLAND & HART LLP 401 North 31st Street, Suite 1500 Billings, MT 59101-1277 Telephone: (406) 252-2166 Fax: (406) 252-1669 E-mail: spcoleman@hollandhart.com bcmcclafferty@hollandhart.com jdsullivan@hollandhart.com About White River Contracting White River Contracting LLC is a privately held company in the residential building construction industry that specializes in custom-tailored homes. White River Contracting, based in Hamilton, MT, filed a Chapter 11 petition (Bankr. D. Mont. Case No. 20-90251) on Nov. 3, 2020. In the petition signed by Craig Rostad, managing member, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Benjamin P. Hursh presides over the case. SHIMANEK LAW PLLC serves as bankruptcy counsel to the Debtor. WHITE RIVER: U.S. Trustee Says Disclosures Lacks Clarity -------------------------------------------------------- The Acting United States Trustee for Region 18, Gregory M. Garvin (the "UST"), objects to the Disclosure Statement to Accompany the Chapter 11 Plan of Liquidation of Debtor White River Contracting LLC. The United States Trustee points out that the Debtor has identified Classes 1 and 2 as "impaired" classes, yet also indicates the classes are presumed to have accepted the Plan. It is unclear why Debtor indicates Classes 1 and 2 are presumed to have accepted the Plan. The confusion caused by that lack of clarity should be remedied in a revised Disclosure Statement. The United States Trustee claims that the Disclosure Statement should be revised to address the apparent conflict between the Plan language indicating Class 3 will receive a distribution if there are sufficient funds and the language indicating Class 3 is deemed to have rejected the Plan, which implies Class 3 is not entitled to receive a distribution under any circumstance. The United States Trustee asserts that while the Plan indicates quarterly fees will be paid, the source of the funds to pay those fees is not specified. The Disclosure Statement should be revised to expressly identify the source of payment of the statutory quarterly fees required under 28 U.S.C. § 1930(a)(6). The United States Trustee further asserts that the Plan includes a parenthetical reference regarding the auction – the primary mechanism for funding the Plan. The fact that the feasibility of the Plan is contingent upon a consent by Rocky Mountain Bank ("RMB") that might not be forthcoming should be more prominent in the Disclosure Statement. The United States Trustee states that the description of the auction is unclear as to whether RMB will be entitled to credit bid in the proposed auction. If RMB is allowed to credit bid and the carve out would not fund the Liquidation Fund, the potential lack of monies in the Liquidation Fund needs to be highlighted so parties in interest better understand any risks associated with the Plan. A full-text copy of the United States Trustee's objection dated June 29, 2021, is available at https://bit.ly/3dC5my0 from PacerMonitor.com at no charge. About White River Contracting White River Contracting LLC is a privately held company in the residential building construction industry that specializes in custom-tailored homes. White River Contracting, based in Hamilton, MT, filed a Chapter 11 petition (Bankr. D. Mont. Case No. 20-90251) on Nov. 3, 2020. In the petition signed by Craig Rostad, managing member, the Debtor was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Benjamin P. Hursh presides over the case. SHIMANEK LAW PLLC serves as bankruptcy counsel to the Debtor. WIDEOPENWEST FINANCE: S&P Places 'B' ICR on CreditWatch Positive ---------------------------------------------------------------- S&P Global Ratings placed all of its ratings on U.S.-based cable provider WideOpenWest Finance LLC (WOW), including its 'B' issuer credit rating, on CreditWatch with positive implications. The CreditWatch placement reflects that S&P could raise its rating on the company, potentially by up to two notches, depending on our view of its financial policy. The CreditWatch placement follows WOW's agreement to sell five service areas to Cogeco Communications USA (doing business as Atlantic Broadband) and Radiate Holdco LLC (doing business as Astound Broadband) for a total of approximately $1.8 billion. S&P believes the company will use the proceeds from these asset sales to reduce its large debt balance of $2.3 billion, which will likely provide it with additional financial flexibility to successfully execute its broadband-first strategy. As part of the transaction, WOW entered into transition service agreements with both Atlantic Broadband and Astound to support the post-transaction continuity of service during the transition period. S&P expects the transaction to close in the second half of 2021. S&P said, "We expect to resolve the CreditWatch over the coming months. The outcome will depend on our leverage expectations following the sale. We will also consider the company's longer-term financial policy, including the potential for debt-financed acquisitions or shareholder returns. We expect an upgrade, if any, will likely be limited to one or two notches." WINDSOR MILL: Aug. 16 Plan & Disclosure Hearing Set --------------------------------------------------- On June 11, 2021, debtor Windsor Mill Community, LLC, a California limited liability company, filed with the U.S. Bankruptcy Court for the Northern District of California a Disclosure Statement for Plan of Reorganization. On June 29, 2021, Judge Roger L. Efremsky conditionally approved the Disclosure Statement and established the following dates and deadlines: * Aug. 16, 2021, at 11: 00 a.m., is the hearing by telephone or video on the final approval of the Debtor's Disclosure Statement and confirmation of the Debtor's Plan of Reorganization. * Aug. 9, 2021, is fixed as the last day for filing and serving written objections to confirmation of the Debtor's Plan of Reorganization and/or final approval of the Debtor's Disclosure Statement. * Aug. 9, 2021, is fixed as the deadline by which Creditors must vote to accept or reject the Plan. * Aug. 11, 2021, is the deadline for the Debtor's counsel to file a Ballot Summary. A copy of the order dated June 29, 2021, is available at https://bit.ly/3dCt9xK from PacerMonitor.com at no charge. Attorneys for the Debtor: JOHN H. MacCONAGHY JEAN BARNIER MacCONAGHY & BARNIER, PLC 645 First St. West Sonoma, CA 95476 Tel: (707) 935-3205 Fax: (707) 935-7051 E-mail: macclaw@macbarlaw.com About Windsor Mill Community Windsor Mill Community is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a 45-acre multi-family apartment development site in Windsor, Calif., which has an appraised value of $45 million. Windsor Mill Community filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 21-10077) on Feb. 16, 2021. Robert H. Bisno, authorized signatory, signed the petition. In the petition, the Debtor estimated $45 million in assets and $36.04 million in liabilities. Judge Roger L. Efremsky oversees the case. John H. MacConaghy, Esq., at MacConaghy & Barnier, PLC, serves as the Debtor's legal counsel. WINKLER COUNTY HOSPITAL: S&P Affirms 'BB+' 2016 GO Bonds Rating --------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' long-term rating on Winkler County Hospital District (WCHD), Texas' series 2016 general obligation (GO) bonds. The district does business as Winkler County Memorial Hospital. "The revised outlook reflects our view of significant improvement in Winkler's liquidity, as measured by days' cash on hand and unrestricted reserves-to-long-term debt, that are now meaningfully better than rating medians, along with a strengthening of operating performance despite the COVID-19 pandemic," said S&P Global Ratings credit analyst Marc Bertrand. S&P said, "The rating incorporates our view of WCHD's small hospital characteristics, such as a medical staff of just two active physicians, total operating revenue of about $15 million, and a primary service population of about 8,000 residents. We believe the district's small size inherently exposes it to operating risks and volatility that larger providers are better able to weather and absorb." The rating is also supported by the district's position as a critical access hospital, providing essential emergency and primary care services to the rural Texas community, coupled with its strong operating baseline and solid tax base outlook. "In addition, our rating on WCHD incorporates a positive adjustment to the initial indicative rating based on the district's ongoing tax-support, capacity under tax rate cap, tax revenue encompassing about 40% of total operating revenue, and the durability of WCHD's taxing authority. This is tempered in part by the region's relative taxpayer concentration and exposure to the energy sector, which drives much of the economy for this area. Moreover, the rating incorporates a negative adjustment for the district's very low total operating revenue. "We could revise the outlook to negative or lower the rating if operations turn negative or if maximum annual debt service coverage falls below 1x for an audited period. Any weakening in the district's fiscal year-end liquidity position below 2019 levels, due to either added spending or tightened cash flow, would also pressure the rating--as would material addition debt. We believe the district's small size could be conducive to rapid deterioration of WCHD's financial profile. "Given the district's size and service area characteristics, we do not consider a higher rating likely over the outlook horizon. In the long term, we could revise the outlook to positive if the district is able to sufficiently increase its unrestricted reserve cushion such that it offsets the aforementioned size-related vulnerabilities. We would also expect at a minimum maintenance of WCHD's current tax base strengths. A meaningful improvement in the enterprise profile risks identified would also be necessary to consider an upgrade." YODEL TECHNOLOGIES: Ordered to Pay $1.8 Mil. for Commissioned Calls ------------------------------------------------------------------- Law360 reports that an Oklahoma federal judge has granted final approval of a $1.75 million class action settlement and allowed $583,000 in attorney fees over Yodel Technologies LLC making non-consensual robocalls for a home security company, violating the Telephone Consumer Protection Act. Robert H. Braver sued Northstar Alarm Services LLC for violating the TCPA by hiring Yodel Technologies -- which has since declared bankruptcy -- to place pre-recorded robocalls that advertised Northstar goods and services without recipients' consent. U.S. District Judge Stephen P. Friot wrote in his Tuesday, June 29, 2021, order granting final approval of the agreement. About Yodel Technologies Yodel Technologies, LLC -- https://www.yodelvoice.com/ -- is a Florida-based telemarketing company that develops and uses soundboard technology in combination with live agents to enhance interactions with prospective clients or customers. Yodel Technologies filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 20-00540) on Jan. 23, 2020. In the petition signed by Robert Pulsipher, managing member and chief operating officer, Debtor disclosed $3,126,219 in assets and $6,027,981 in liabilities. Judge Michael G. Williamson oversees the case. The Debtor tapped Buddy D. Ford, P.A. as bankruptcy counsel; Weinberg Partners, Ltd. as accountant; and Triumvir Management, LLC as property manager. [^] BOND PRICING: For the Week from June 28 to July 2, 2021 ----------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bank of America Corp BAC 4.370 99.847 7/7/2021 Basic Energy Services Inc BASX 10.750 18.813 10/15/2023 Basic Energy Services Inc BASX 10.750 18.813 10/15/2023 Briggs & Stratton Corp BGG 6.875 8.500 12/15/2020 Buffalo Thunder Development Authority BUFLO 11.000 50.000 12/9/2022 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 0.938 0.072 1/30/2037 Federal Home Loan Mortgage Corp FHLMC 0.450 99.713 4/8/2024 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GNC Holdings Inc GNC 1.500 1.250 8/15/2020 GTT Communications Inc GTT 7.875 12.655 12/31/2024 GTT Communications Inc GTT 7.875 12.667 12/31/2024 Goodman Networks Inc GOODNT 8.000 39.500 5/11/2022 HP Inc HPQ 4.650 101.664 12/9/2021 Iconix Brand Group Inc ICON 5.750 55.360 8/15/2023 Lehman Brothers Holdings LEH 0.250 0.620 8/16/2012 Liberty Media Corp LMCA 2.250 46.270 9/30/2046 MAI Holdings Inc MAIHLD 9.500 15.895 6/1/2023 MAI Holdings Inc MAIHLD 9.500 15.895 6/1/2023 MAI Holdings Inc MAIHLD 9.500 15.895 6/1/2023 MBIA Insurance Corp MBI 11.444 16.000 1/15/2033 MBIA Insurance Corp MBI 11.444 27.620 1/15/2033 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 MF Global Holdings Ltd MF 9.000 15.625 6/20/2038 Navajo Transitional Energy Co LLC NVJOTE 9.000 65.000 10/24/2024 Nine Energy Service Inc NINE 8.750 51.457 11/1/2023 Nine Energy Service Inc NINE 8.750 51.420 11/1/2023 Nine Energy Service Inc NINE 8.750 47.672 11/1/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.340 1/29/2020 Pinnacle Bank/ Nashville TN PNFP 3.314 96.486 7/30/2025 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Revlon Consumer Products REV 6.250 45.296 8/1/2024 Rolta LLC RLTAIN 10.750 1.914 5/16/2018 Sears Holdings Corp SHLD 8.000 0.500 12/15/2019 Sears Holdings Corp SHLD 6.625 1.004 10/15/2018 Sears Holdings Corp SHLD 6.625 1.264 10/15/2018 Sears Roebuck Acceptance SHLD 7.500 0.597 10/15/2027 Sears Roebuck Acceptance SHLD 6.500 0.259 12/1/2028 Sears Roebuck Acceptance SHLD 6.750 0.721 1/15/2028 Sears Roebuck Acceptance SHLD 7.000 0.331 6/1/2032 Sempra Texas Holdings TXU 5.550 13.500 11/15/2014 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 90.000 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 67.330 8/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. 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