/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210902.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 2, 2021, Vol. 25, No. 244 Headlines 2999TC LP: Court Approves Disclosure Statement 7FOUR ON STONE: U.S. Trustee Unable to Appoint Committee 8533 GEORGETOWN: Claims Will be Paid from Property Sale ADVANCED TISSUE: May Use Cash Collateral Thru Final Hearing AEMETIS INC: All 6 Proposals Passed at Annual Meeting AEROCENTURY CORP: Plan to Pay Shareholders, Creditors Okayed AIWA CORP: Sets Bidding Procedures for Sale of Operating Assets AKOUSTIS TECHNOLOGIES: Incurs $44.2M Net Loss in FY Ended June 30 ALAMO CITY MOTORPLEX: U.S. Trustee Unable to Appoint Committee ALL SORTS OF SERVICES: Unsecured Creditors to Split $100K in Plan ALPHA LATAM: Sets Bidding Procedures for Substantially All Assets AYTU BIOSCIENCE: Steven Boyd Quits as Director BASIC ENERGY: Auction of Assets and Equipment Set for Sept. 13 BASIC ENERGY: Berry to Open Sept. 13 Auction for California Assets BERRY TWINS: Che Arlag Hok Buying Tacoma Property for $360K BL SANTA FE: Bishop's Lodge Resort in Chapter 11 With Plan BL SANTA FE: Unsecured Creditors be Paid in Full or be Reinstated BRIDGEPORT HEALTH: Sept. 14 Hearing on Bid Procedures for Assets BUCKINGHAM SENIOR: Balks at Bid to Appoint Former Residents Panel BURN FITNESS: Wins Cash Collateral Access Thru Sept 30 DANE HEATING: Has OK to Use Cash Collateral Through Sept. 10 DAVID O'HEARN: Dominga Romano Buying Methuen Property for $410K DOWNSTREAM DEVELOPMENT: S&P Ups ICR to 'B-' on Strong Performance ECOARK HOLDINGS: Amends Bylaws to Change Quorum Requirement EL SERVICES: Wins Cash Collateral Access EVERGREEN MORTGAGE: $64K Sale of Orangeburg Property Approved GARY BRACKETT: Former Colts Player Files for Chapter 7 GBG USA: Expects Numerous Bids for Some Fashion Brands GDC TECHNICS: Poised to Exit Chapter 11 Bankruptcy GIRARDI & KEESE: Erika Appeals Decision to Keep Lawyer Probing Her GRIDDY ENERGY: Customers Need to Go to Court to Recover Money HERON DEVELOPMENT: Seeks to Hire May Oberfell as Legal Counsel IBIO INC: Seymour Flug Quits as Director IDEANOMICS INC: Inks Deal to Buy VIA Motors Valued at Up to $630MM IFRESH INC: Receives New Deficiency Notice From Nasdaq INTELSAT SA: U.S. Trustee Opposes Bankruptcy Model JOHNSON & JOHNSON: Judge Refuses to Offload Talc Liabilities JOSEPH A. BRENNICK: $850K Sale of Lockwood's Sarasota Property OK'd KOFFEE KUP: Atty-Gen Accuses Creditors of Clawing Back Employee PTO MARRONE BIO: Kevin Hammill Quits as Chief Manufacturing Officer MIDNIGHT MADNESS: May Use Cash Collateral Through Sept. 30 MOHEGAN TRIBAL GAMING: Five Members Elected to Tribal Council MOON GROUP: U.S. Trustee Appoints Creditors' Committee NESV ICE: Seeks Access to SHS ACK's Cash Collateral NEWSTREAM HOTEL: Seeks Cash Collateral Access NORTEL NETWORKS: Unsecureds to Get 33.7%; Oct. 5 Plan Confirmation PARAISO OCEAN: U.S. Trustee Unable to Appoint Committee PATH MEDICAL: Seeks to Hire Edelboim as Bankruptcy Counsel PROFESSIONAL DIVERSITY: Appoints Larry Aichler as CFO PROSPECT-WOODWARD HOME: To Sell to Covenant in Chapter 11 PROSPECT-WOODWARD: Seeks Cash Collateral Access PROSPECT-WOODWARD: Taps Donlin Recano as Claims Agent PURDUE PHARMA: Launches Stealth Campaign to Sway U.S. Officials PURDUE PHARMA: Tests Liability Shields Limits in Bankruptcy RITORI LLC: Unsecured Creditors Out of Money in Sale Plan ROCKWORX INC: Gets OK to Hire Fox Law as Lead Bankruptcy Counsel ROTARY AUTO: Case Summary & 20 Largest Unsecured Creditors SARACEN DEVELOPMENT: Moody's Hikes CFR to 'B3' SARACEN DEVELOPMENT: S&P Upgrades ICR to 'B-' on Casino Opening SEA OAKS COUNTRY: Unsecureds to Get Nothing in Liquidating Plan SEADRILL LTD: Signs Restructuring Deed SeaMex Liquidators SEQUENTIAL BRANDS: Commences Voluntary Chapter 11 Proceedings SPL PARTNERS: Involuntary Chapter 11 Case Summary TALEN ENERGY: Fitch Lowers LT IDR to 'CCC+', Outlook Negative TCP INVESTMENT: Wins Cash Collateral Access TRAVEL LEADERS: Moody's Ups CFR to Caa2 & Alters Outlook to Stable TWIN PINES: Seeks Cash Collateral Access Thru Dec 31 UNIVERSITY HOSPITAL: Fitch Affirms BB- on $254MM Revenue Bonds USA GYMNASTICS: Plans $425 Mil. Settlement With Sex Abuse Victims VENUS CONCEPT: Inks 4th Amended Credit Agreement With CNB VIZIENT INC: S&P Raises ICR to 'BB' on Improving Leverage WATTSTOCK LLC: Taps Munsch, Hardt, Kopf & Harr as Legal Counsel WESTINGHOUSE ELECTRIC: Avoids Age Bias Claim After Plan Okayed WILDWOOD VILLAGES: Selling Real Property for $2.1M to Sumter County Z REAL ESTATE: Selling Rancho Palos Verdes Property for $2.1-Mil. ZEP INC: S&P Lowers ICR to 'CCC+', Outlook Negative [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 2999TC LP: Court Approves Disclosure Statement ---------------------------------------------- Judge Mark X. Mullin has entered an order approving the Third Amended Disclosure of 2999TC LP, LLC. A hearing on Debtor's Third Amended Plan of Reorganization Dated July 19, 2021, will be held on October 13, 2021, at 9:30 a.m. before the Honorable Mark Mullin, United States Bankruptcy Court, Room 128, U.S. Courthouse, 501 W. Tenth Street, Fort Worth, Texas 76102. The objections to confirmation of the Plan must be filed and served on counsel of record for the Debtor no later than Oct. 6, 2021. The deadline for submitting ballots is Oct. 6, 2021. About 2999TC LP LLC 2999TC LP, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20 43204) on Oct. 16, 2020. 2999TC President Tim Barton signed the petition. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer Attorney PLLC serves as the Debtor's counsel. 7FOUR ON STONE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 14 on Aug. 31 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of 7Four on Stone Apartments, LLC. About 7Four on Stone Apartments 7Four on Stone Apartments, LLC, a Scottsdale, Ariz.-based company engaged in activities related to real estate, filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-05717) on July 26, 2021, listing as much as $10 million in both assets and liabilities. Albert Brown, the Debtor's managing member, signed the petition. Judge Scott H. Gan oversees the case. The Debtor tapped May, Potenza, Baran & Gillespie, PC as legal counsel and Craig Elggren, CPA, as accountant. 8533 GEORGETOWN: Claims Will be Paid from Property Sale ------------------------------------------------------- 8533 Georgetown Pike, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Disclosure Statement describing Chapter 11 Plan dated August 30, 2021. The Debtor is a limited liability company which owns an improved tract of land in Fairfax County, Virginia with a street address of 8533 Georgetown Pike, McLean, Virginia 22102 (the "Property"). The Property is encumbered by a deed of trust in favor of FVCbank which secures a loan with a claimed balance of 1,660,563.53. The Fairfax County Department of Taxation and Assessments has valued the Property at $3,823,670. The Debtor believes the market value of the Property is $4,200.000. Filing of this bankruptcy was the result of FVCbank having noticed a foreclosure of the Property. During the pendency of this proceeding, FVCbank has filed a Motion for Relief from the Automatic Stay. Incident to the Motion for Relief from the Automatic Stay filed by FVCbank, the Debtor anticipates making adequate protection payments to FCVbank in such amount ad the parties may agree or the Court may direct. The Debtor has filed a motion to retain Washington Fine Properties to assist the Debtor in selling the Property. There have been no asset sales outside the ordinary course of business, no debtor in possession financing, and no cash collateral orders. The Plan is a liquidating plan. The Debtor will sell the property to a third party. If the property cannot be sold within whatever time the Court may allow, then the Debtor proposes to obtain financing to satisfy its obligations to FCVbank. Class 3 consists of Allowed Secured Claims which are claims secured by property of the Debtor's bankruptcy estate to the extent allowed as secured claims under § 506 of the Code. There is one Allowed Secured Claim: the claim in favor of FVCbank. There are two proposed Classes of General Unsecured Claims: * Third-Party Claims. The following creditors hold Class 4 Claims: BYND Holdings, Cross River Bank, Falcon Lab, Jim's Carpet, Kazemi Accounting, Mahdavi Doumar Budd & Levine, Perry Charnoff, Romulus and Remus, LLC, and That's What You Get, LLC. These claims are unimpaired. * Insider Claim. The Claim of American Majestic Construction. This Class is unimpaired. Raymond Rahbar, the sole member of the Debtor, shall hold a Class 6 Claim as to his Equity Interest in the Debtor. Payments and distributions under the Plan will be funded by the sale of the Property. Under the Plan, all creditors will be paid in full. Therefore, no further liquidation analysis is required. A full-text copy of the Disclosure Statement dated August 30, 2021, is available at https://bit.ly/3kIWhq7 from PacerMonitor.com at no charge. Counsel for the Debtor: John P. Forest, II, Esq. 11350 Random Hills Rd., Suite 700 Fairfax, VA 22030 Telephone: (703) 691-4940 Email: john@forestlawfirm.com About 8533 Georgetown Pike Great Falls, Va.-based 8533 Georgetown Pike, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 21-11000) on June 1, 2021. Raymond Rahbar, manager, signed the petition. John P. Forest, II, Esq. serves as the Debtor's legal counsel. ADVANCED TISSUE: May Use Cash Collateral Thru Final Hearing ----------------------------------------------------------- Judge Phyllis M. Jones of the U.S. Bankruptcy Court for the Eastern District of Arkansas approved the stipulation on the use of cash collateral entered into between Advanced Tissue, LLC and Bell Bank. The parties agree that the Debtor may use cash collateral, on an interim basis, pursuant to the stipulation and the budget through and including the date of the final cash collateral hearing. The Debtor expects to incur total expenses of $52,909 for the week ending August 29, 2021, and $22,525 for the week ending September 5, 2021. The Debtor and Bell Bank may agree to a revised budget and file such budget with the Bankruptcy Court, at which time the revised budget shall become the budget. The Debtor's right to use the cash collateral shall terminate on the earliest to occur of: a. failure of the Debtor to comply to any terms of the stipulation; b. September 8, 2021, without the Bankruptcy Court having held a hearing on the Debtor's continued use of the cash collateral; c. dismissal of the Debtor's Chapter 11 case, its conversion to a case under Chapter 7, or appointment of a Chapter 11 trustee with expanded powers in the Debtor's Chapter 11 case; or d. any stay, reversal, vacatur or modification of the terms of the current stipulated order not consented to by Bell Bank. As adequate protection, Bell Bank is granted a replacement lien on all of the Debtor's assets. The replacement lien shall have the same priority and effect as the prepetition lien held by Bell Bank, and shall be in addition to Bell Bank's other liens and interests. Bell Bank is also granted a superpriority claim under Section 507(b) of the Bankruptcy Code to the extent the adequate protection provided proves inadequate. Michael Cole is designated the authorized representative of the Debtor for all purposes under Bankruptcy Rule 9001(5)(A). A copy of the stipulated order is available for free at https://bit.ly/3yvH9Ry from PacerMonitor.com. About Advanced Tissue, LLC Advanced Tissue, LLC is a distributor of wound care products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ark. Case No. 21-12261) on August 23, 2021. In the petition signed by Robert Betchley, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Phyllis M. Jones oversees the case. Kevin P. Keech, Esq. at Keech Law Firm, PA is the Debtor's counsel. AEMETIS INC: All 6 Proposals Passed at Annual Meeting ----------------------------------------------------- At the Annual Meeting of Aemetis, Inc., the company's stockholders: (1) elected Naomi L. Boness to the Board of Directors; (2) ratified the appointment of RSM US LLP as the company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2021; (3) ratified the proposal to reincorporate the company from the State of Nevada to the State of Delaware and adopt certain other corporate changes; (4) ratified the proposed amendment to the company's 2019 Stock Plan; (5) authorized the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Annual Meeting in favor of Proposal No. 3; and (6) recommended, on an advisory basis, to hold an advisory vote on the company's executive compensation every three years. Based on these results, and consistent with Aemetis' recommendation, the company's Board of Directors has adopted a policy to hold an advisory vote on the company's executive compensation every three years, until the next advisory vote on the frequency of stockholder votes on the company's executive compensation. About Aemetis Headquartered in Cupertino, California, Aemetis -- http://www.aemetis.com-- is an international renewable natural gas, renewable fuels and byproducts company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products. The Company operates in two reportable geographic segments: "North America" and "India." Aemetis reported a net loss of $36.66 million for the year ended Dec. 31, 2020, compared to a net loss of $39.48 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $143.29 million in total assets, $62.90 million in total current liabilities, $204.41 million in total long-term liabilities, and a total stockholders' deficit of $124.02 million. AEROCENTURY CORP: Plan to Pay Shareholders, Creditors Okayed ------------------------------------------------------------ Alex Wolf of Bloomberg Law reports that aircraft lessor AeroCentury Corp. received bankruptcy court approval for its plan to pay secured and unsecured creditors in full and hand a majority stake in the company to a group of investors. AeroCentury's plan, approved during a virtual hearing Tuesday, gives existing shareholders a total of $1 million in cash and 35% of the common stock in the reorganized business. A group of individual investors will receive the remaining equity in exchange for contributing $11 million. AeroCentury filed the bankruptcy plan shortly after a series of sales, including an $83 million sale of aircraft to secured lender Drake Asset. About AeroCentury Corp. AeroCentury Corp. is engaged in the business of investing in used regional aircraft equipment and leasing the equipment to foreign and domestic regional air carriers. Its principal business objective is to acquire aircraft assets and manage those assets in order to provide a return on investment through lease revenue and, eventually, sale proceeds. It is headquartered in Burlingame, Calif. AeroCentury Corp. and affiliates, JetFleet Holdings Corp. and JetFleet Management Corp., sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 21-10636) on March 29, 2021. The Debtors tapped Morrison & Foerster, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsel; B Riley Securities, Inc., as financial advisor and investment banker; and BDO USA, LLP as auditor. Kurtzman Carson Consultants is the claims agent and administrative advisor. AIWA CORP: Sets Bidding Procedures for Sale of Operating Assets --------------------------------------------------------------- Aiwa Corp. asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to authorize the bidding procedures in connection with the sale of operating assets to Aiwa Acquisitions, LLC, pursuant to their Agreement for Purchase and Sale, subject to overbid. A hearing on the Motion is set for Sept. 3, 2021, at 9:00 a.m. The Motion will be presented and heard electronically using Zoom for Government. To appear by video, use this link: https://www.zoomgov.com. Then enter the meeting ID. To appear by telephone, call Zoom for Government at 1-669-254-5252 or 1-646-828-7666. The meeting ID for this hearing is 160 9362 1728 – no password required. The meeting ID and further information can be also found on Judge Deborah L. Thorne's web page on the Court's web site. The Objection Deadline is two business days before that date. Since the Petition Date, the Debtor has explored its options to maximize the value of the Operating Assets for the benefit of creditors, and has consulted with William Avellone, the appointed subchapter V trustee regarding those options. As a result of those discussions, in the exercise of its business judgment, the Debtor has determined that the marketing and sale of the Operating Assets at Auction, with a stalking-horse bid in place, would best maximize the value of the Operating Assets. The Debtor has prepared proposed procedures to govern the marketing of the Operating Assets, access to a due diligence data room, the criteria for the qualification of bidders to participate in the Auction, and the proposed rules that will govern the Auction and the submission of competing bids. To participate in the Auction, the Debtor proposes that all interested persons comply with the Bid Procedures. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 4, 2021, at 12:00 p.m. (CT) b. Initial Bid: $7.5 million, with closing date cash consideration of $6 million c. Deposit: 10% of the closing date consideration of the proposed purchase price d. Auction: To the extent that the Debtor receives two or more bids from Qualified Bidders, the Debtor will conduct the Auction at 12:00 p.m. (CT) on Oct. 6, 2021 via Zoom Videoconference, after notice to all creditors that timely filed proofs of claim in the Debtor's bankruptcy case and prospective purchasers that signed a confidentiality agreement with the Debtor. e. Minimum Subsequent Overbid: Initial Overbid of $200,000 and subsequent overbid increments of $25,000 f. Sale Hearing: Oct. 14, 2021 g. Sale Objection Deadline: Oct. 11, 2021, at 5:00 p.m. (CT) h. Credit Bid: Any creditor that has a valid, perfected and enforceable security interest in the Debtor's assets will have the right to make one or more credit bids of all or any portion of the secured claim(s) held by such Secured Party at the Auction to the full extent permitted by section 363(k) of the Bankruptcy Code. The Operating Assets will be offered on an "as is, where is" basis without representations or warranties of any kind whatsoever. The sale will be free and clear of all liens, claims, encumbrances, and interests (unless otherwise agreed to by the Successful Bidder and the Debtor), with any such liens, claims, encumbrances, and interests attaching to the Sale Proceeds. Pursuant to the Sale Agreement, the Buyer proposes to purchase the Operating Assets for total consideration of at least $6 million, and as much as $7.5 million, to be paid: $600,000 Earnest Money to be paid upon entry of an initial order approving the Debtor's proposed Bid Procedures; $5.4 million be paid at closing, which is to occur by Oct. 31, 2021; and up to $1.5 million to be paid on the earlier of (i) the date that the Buyer sells the Operating Assets to an unrelated third party; or (ii) the four-year anniversary of the Effective Date, so long as, in either case, the Operating Assets are appraised by an unrelated third party to have a fair market value of $20 million. The Debtor has agreed, subject to the Court's approval, that if the Buyer is not the Successful Bidder for the Operating Assets at the Auction and the Debtor consummates a transaction with a purchaser other than the Buyer, the Buyer will be entitled to a break up fee in the amount of 3% of the closing date cash consideration. In connection with the proposed Sale, the Debtor seeks authority to assume and assign any designated Assumed Contracts to the Buyer or other Successful Bidder. It is not aware of any defaults under the Debtor’s Assumed Contracts. The Debtor requests that objections, if any, to the assumption and assignment of Assumed Contracts be filed and served so as to be actually received no later than three calendar days after the Auction. The Debtor requests that the Sale Order be effective immediately by providing that the 14-day stay under Fed.R.Bankr.P. 6004(h) be waived. Given the nature of the issues addressed, the Debtor respectfully requests that the Court waives the 15-page limit established by Local Bankruptcy Court Rule 5005-3.D. A copy of the Bidding Procedures is available at https://tinyurl.com/hj9s27zd from PacerMonitor.com free of charge. About Aiwa Corporation Chicago-based Aiwa Corporation f/k/a Hale Devices, Inc. -- https://aiwa.co/ -- is a consumer electronics brand that manufactures audio equipment. Aiwa Corporation sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 21-07762) on June 22, 2021. In the petition signed by CEO Joseph J. Born, Aiwa estimated total assets of $1,764,887 and total liabilities of $5,818,251. The case is handled by the Honorable Deborah L. Thorne. Jeremy C. Kleinman, of FrankGecker LLP, is the Debtor's counsel. William Avellone was appointed as the Debtor's Subchapter V Trustee. AKOUSTIS TECHNOLOGIES: Incurs $44.2M Net Loss in FY Ended June 30 ----------------------------------------------------------------- Akoustis Technologies, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $44.16 million on $6.62 million of revenue for the year ended June 30, 2021, compared to a net loss of $36.14 million on $1.79 million of revenue for the year ended June 30, 2020. The year-over-year incremental loss of $8.0 million, or 22.2%, was primarily driven by an increase in cost of revenue of $8.2 million, higher R&D and G&A personnel costs, including stock based compensation of $3.2 million, an increase in R&D/Fabrication supplies of $2.3 million, an increase in general expenses of $0.5 million. These were partially offset by a reduction in other expenses of $1.3 million and an increase in revenue of $4.8 million. As of June 30, 2021, the Company had $124.99 million in total assets, $7.58 million in total liabilities, and $117.41 million in total stockholders' equity. As of June 30, 2021, the Company had cash and cash equivalents of $88.3 million and working capital of $85.9 million. The Company has historically incurred recurring operating losses and experienced net cash used in operating activities. As of Aug. 20, 2021, the Company had $80.2 million of cash and cash equivalents, which the Company expects to be sufficient to fund its operations beyond the next twelve months from Aug. 30, 2021 (the date of filing of this Form 10-K). These funds will be used to fund the Company's operations, including capital expenditures, R&D, commercialization of its technology, development of its patent strategy and expansion of its patent portfolio, as well as to provide working capital and funds for other general corporate purposes. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1584754/000121390021045465/f10k2021_akoustistech.htm About Akoustis Technologies Headquartered in Huntersville, NC, Akoustis is focused on developing, designing, and manufacturing innovative RF filter products for the mobile wireless device industry, including for products such as smartphones and tablets, cellular infrastructure equipment, and WiFi premise equipment. ALAMO CITY MOTORPLEX: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The U.S. Trustee for Region 6 on Aug. 31 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Alamo City Motorplex, LLC. About Alamo City Motorplex Marion, Texas-based Alamo City Motorplex, LLC filed a petition for Chapter 11 protection (Bankr. W.D. Texas Case No. 21-50946) on July 30, 2021, listing up to $50,000 in assets and up to $10 million in liabilities. Poria Mianabi, manager, signed the petition. James S. Wilkins, P.C. serves as the Debtor's legal counsel. ALL SORTS OF SERVICES: Unsecured Creditors to Split $100K in Plan ----------------------------------------------------------------- All Sorts of Services of America Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida a Disclosure Statement for the Plan of Reorganization dated August 30, 2021. The Debtor became aware that the IRS intended to impose the tax liabilities of Chimney Cricket, Inc., onto the Debtor and the Debtor disputed that it was a successor in interest to Chimney Cricket, Inc. In an effort to prevent the imposition of said liability onto the Debtor and to reorganize the Debtor's other financial affairs, the Debtor elected to file Chapter 11 on March 5, 2020, under the Bankruptcy Code with this court. The Plan is the culmination of the Debtor's efforts to restructure its business affairs and emerge from Chapter 11 in a viable position. The Debtor's continued efforts will then be channeled to funding distributions to Holders of Allowed Claims from future earnings from rents and his other business activities. The Plan will treat claims as follows: * Class 2 consists of the secured claim of Cadence Bank, N.A. in the amount of $163,711.04, as of the Petition Date, which constitutes a valid perfected lien not subject to challenge pursuant to Chapter 5 of the Bankruptcy Code. The lien is evidenced by various loan documents. The claim shall be paid in accordance with the terms of the loan documents. Payments under the loan documents are current. Class 2 is Unimpaired under the Plan. * Class 3 consists of the Secured Claim of Ford Motor Credit Company, LLC. The Claim of Ford Motor Credit Company, LLC, is secured by a lien on a motor vehicle. An Order Granting Adequate Protection (Doc. No. 28) was entered by the Court providing for continued regular monthly payments. There were no pre- or post-petition defaults. The claim shall be paid in accordance with the terms of the loan documents. Payments under the loan documents are current. Class 3 in Unimpaired under the Plan. * Class 4 consists of the Secured Claim of Ally Bank. The Claim of Ally Bank is secured by a lien on a motor vehicle. There were no pre- or post-petition defaults. The claim shall be paid in accordance with the terms of the loan documents. Payments under the loan documents are current. Class 4 in Unimpaired under the Plan. * Class 5 consists of the Secured Claim of Ally Bank. The Claim of Ally Bank is secured by a lien on a motor vehicle. There were no pre- or post-petition defaults. The claim shall be paid in accordance with the terms of the loan documents. Payments under the loan documents are current. Class 5 in Unimpaired under the Plan. * Class 6 consists of the Secured Claim of Ally Bank. The Claim of Ally Bank is secured by a lien on a motor vehicle. There were no pre- or post-petition defaults. The claim shall be paid in accordance with the terms of the loan documents. Payments under the loan documents are current. Class 6 in Unimpaired under the Plan. * Class 7 consists of the Secured Claim of the U.S. Small Business Administration – SBA Economic Injury Disaster Loan. The Note is dated July 20, 2020 with payments in the amount of $731.00 to commence on July 21, 2021. The Debtor will make payments on the Note in accordance with the terms of said Note, the loan documents, and the Order. Payments under the loan documents are current. Class 7 is Unimpaired under the Plan. * Class 8 consists of Unsecured Claims. The Debtor estimates that it has pre-petition debts owing to Unsecured Creditors in the aggregate approximate amount of $82,511.47 plus $1,581,949.37 plus $189,266.29. The Debtor proposes to pay the unsecured creditors $100,000.00 total pro-rata to the amount of their claims in 20 quarterly payments of $5,000.00 without interest commencing 60 days after the order confirming plan becomes a final, non-appealable order. Class 8 is Impaired under the Plan. * Class 10 consists of the interest of Equity Security Holders and any claims filed by or scheduled of Equity Security Holders. Equity security holders will maintain their interest(s) as it exists at this time. The Class 10 creditors will receive the balance of any funds remaining after the senior classes are paid in full. If no funds remain, these creditors will receive no payments under this plan. Class 10 is Impaired under the Plan. A full-text copy of the Disclosure Statement dated August 30, 2021, is available at https://bit.ly/2V3LPR2 from PacerMonitor.com at no charge. Attorney for Debtor: Richard J. Cole, III, Esq. Cole & Cole Law, P.A. 46 N. Washington Blvd., Ste. 24 Sarasota, FL 34236 Tel: (941) 365-4055 Email: rjc@colecolelaw.com About All Sorts of Services of America Headquartered in Plymouth, Mich., -- https://www.chimneycricket.com -- All Sorts of Services of America, Inc. provides masonry work, fireplace, and chimney services, serving the entire Cleveland Metro and Toledo, Ohio areas. It conducts business under the name Chimney Cricket. All Sorts of Services of America Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01953) on March 5, 2020. At the time of the filing, the Debtor had estimated assets of between $100,000 and $500,000 and liabilities of between $1 million and $10 million. Judge Michael G. Williamson oversees the cases. The Debtor is represented by Cole & Cole Law, P.A., and Brian Palmer, CPA and Palmer Accounting Group, PA as its accountant. ALPHA LATAM: Sets Bidding Procedures for Substantially All Assets ----------------------------------------------------------------- Alpha Latam Management, LLC, and affiliates, asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the bidding procedures in connection with the proposed sale of all or substantially all of certain of their loan portfolio and operating assets. A hearing on the Motion is set for Sept. 15, 2021, at 9:30 a.m. (ET). The Objection Deadline is on Sept. 7, 2021, at 4:00 p.m. (ET). By the Motion, the Debtors seek approval of bidding procedures for a competitive sale process for the Assets, which is designed to maximize the value of their estates. The proposed Bidding Procedures allow them to continue and conclude the marketing process they began approximately three months ago in an appropriate time-frame through a competitive auction process. Even before the commencement of these Chapter 11 Cases, the proposed sale of the Assets was identified as the best path for maximizing the value of the Debtors' estates. To test this thesis, the Debtors initiated a thoughtful process in May to solicit indications of interest for the Assets. During their pre-petition negotiations and restructuring analysis, it became evident that the best way to maximize value for the Assets was to pursue an in-court sale via section 363 of the Bankruptcy Code, which was one of the reasons the Debtors commenced these Chapter 11 Cases. The Buyers will receive comfort from the Court's approval of the Sale and the section 363 sale process, including the Bidding Procedures proposed, will allow for a robust marketing process to achieve the highest and best price for the Assets. Since commencing the marketing process, the Debtors have received robust engagement, with several credible parties submitting indications of interest and progressing towards the submission of binding bids. The Debtors have been actively negotiating with various potential bidders and may be in a position to enter into a binding stalking horse agreement in short order. While the Debtors do not seek authority pursuant to the Motion to enter into one or more stalking horse agreements, they may do so on an expedited basis pursuant to a separate motion and order (including any bid protections that may be provided therein). Upon conclusion of the Auction and selection of the highest or otherwise best bid(s), the Debtors request that the Court holds the Sale Hearing and enter the Sale Order authorizing and approving the Sale free and clear of Interests (subject to the Successful APA). At the Sale Hearing, the Debtors will also seek approval pursuant to section 365 of the Bankruptcy Code of the assumption and assignment of the relevant executory contracts and/or unexpired leases to the Successful Bidder(s) for the Assets. The Debtors seek to promptly effectuate the court-supervised marketing and auction process. One of the goals of the Debtors in obtaining approval of the DIP Facility was to obtain funds necessary to effectuate the Sale Transaction. Furthermore, given the Debtors' current cash on hand, without the Sale Transaction and access to the proceeds thereof, the Debtors would not be able to fund their operations or repay the DIP Facility or their creditors, thereby causing immediate and irreparable harm to the Debtors' estates. An expeditious sale process is also necessary to stabilize the Debtors' business and provide assurances to existing payors, borrowers, and vendors. With this in mind, the Debtors developed the Bidding Procedures, which are designed to preserve flexibility in this sale process, facilitate a quick, but fair, process, and generate the highest or best value for the Assets. The proposed deadlines in the Bidding Procedures create an appropriate timetable for the Sale, and are consistent with the Debtors' current liquidity position and the milestones under the DIP Facility. For the reasons set forth herein, the Debtors submit that the relief requested is in the best interest of the Debtors, their estates, creditors, and other parties in interest, and therefore should be granted. The Debtors propose the following deadlines for the Sale: a. Sept. 15, 2021, at 9:30 a.m. (ET) - Hearing to consider approval of Bidding Procedures and entry of Bid Procedures Order b. Sept. 24, 2021, at 11:59 p.m. (ET) - Deadline for the Debtors to file and serve Sale Notice and Assumption and Assignment Notice c. Sept. 30, 2021, at 4:00 p.m. (ET) - Deadline for the interested parties to submit non-binding indications of interest d. Oct. 14, 2021, at 11:59 p.m. (ET) - Deadline to file form of Proposed Sale Order e. Oct. 25, 2021, at 4:00 p.m. (ET) - Cure Objection Deadline f. Oct. 26, 2021, at 4:00 p.m. (ET) - Bid Deadline: Final deadline to submit a Bid and Good Faith Deposit g. Oct. 28, 2021, at 10:00 a.m. (ET) - Auction to be held in a virtual room hosted by the Debtors' counsel or as otherwise communicated to Qualified Bidders and Consultation Parties h. One Business Day after conclusion of Auction - Deadline to file the Post Auction Notice i. Nov. 5, 2021, at 4:00 p.m. (ET) - Sale Objection Deadline j. Nov. 10, 2021, at 4:00 p.m. (ET) - Deadline to file replies in support of Sale Transaction and in response to any Adequate Assurance Objections k. Nov. 16, 2021, at 1:00 p.m. (ET) - Sale Hearing The other salient terms of the Bidding Procedures are: a. Initial Bid: TBA b. Deposit: 5% of the purchase price c. Bid Increments: $1 million d. Credit Bidding: Nothing will limit the rights of (i) holders of secured claims to credit bid pursuant and subject to section 363(k) of the Bankruptcy Code or (ii) any party in interest to object to any such credit bid on any grounds, and all such rights are reserved. If any credit bid is submitted, the Debtors may modify the Bidding Procedures, in consultation with the Consultation Parties, as may be necessary and appropriate to account for such credit bid. The sale will be free and clear of Liens, Claims, Interests, and Encumbrances. The Debtors propose the following Assumption and Assignment Procedures for notifying counterparties to executory contracts and unexpired leases of potential cure amounts in the event they decide to assume such contracts or leases. By no later than Sept. 24, 2021, the Debtors will file with the Court, post on the case website, and serve on each non-debtor counterparty to the proposed Assigned Contracts. The Cure Objection Deadline is Oct. 25, 2021 at 4:00 p.m. (ET). Within three Business Days after the entry of the Order, or as soon thereafter as practicable, the Debtors (or their agents) shall serve the Order and the Bidding Procedures upon the Notice Parties. To implement the foregoing successfully, and given the nature of the relief requested, the Debtors request that the Court finds that notice of the Motion is adequate under Bankruptcy Rule 6004(a) and waives the 14-day stay of an order authorizing the use, sale or lease of property and the assumption and assignment of executory contracts and unexpired leases under Bankruptcy Rules 6004(h) and 6006(d) is waived. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados, is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. AYTU BIOSCIENCE: Steven Boyd Quits as Director ---------------------------------------------- Steven J. Boyd resigned as a member of the board of directors of Aytu BioPharma, Inc. on Aug. 30, 2021. Mr. Boyd's resignation did not arise from any disagreement with the company, nor any member of its board of directors or management. About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com-- is a commercial-stage specialty pharmaceutical company focused on commercializing novel products that address significant patient needs. The company currently markets a portfolio of prescription products addressing large primary care and pediatric markets. The primary care portfolio includes (i) Natesto, an FDA-approved nasal formulation of testosterone for men with hypogonadism, (ii) ZolpiMist, an FDA-approved oral spray prescription sleep aid, and (iii) Tuzistra XR, an FDA-approved 12-hour codeine-based antitussive syrup. Aytu Bioscience reported a net loss of $13.62 million for the year ended June 30, 2020, compared to a net loss of $27.13 million for the year ended June 30, 2019. As of Dec. 31, 2020, the Company had $166.74 million in total assets, $54.05 million in total liabilities, and $112.69 million in total stockholders' equity. BASIC ENERGY: Auction of Assets and Equipment Set for Sept. 13 -------------------------------------------------------------- Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas authorized the bidding procedures proposed by Basic Energy Services, Inc., and affiliates in connection with the sale of substantially all of the Debtors': (i) assets and equipment related to their California business lines to Berry Corp. for $27 million cash, plus adjustments based on the amount of accounts receivable being acquired by Berry and accounts payable being assumed by Berry; (ii) certain assets related to their well servicing and completion and remedial businesses outside of California, and certain real property locations to Axis Energy Services Holdings, LLC for $17.5 million cash, plus $7.5 million of Class D preferred units of Axis, plus acquired accounts receivable less assumed prepetition accounts payable that is related to accounts that have valid rights to assert a lien; and (iii) certain assets related to their water logistics business outside of California, saltwater disposal wells, certain real property locations, and certain accounts receivable to Select Energy Services, LLC for $15 million cash, plus $5 million of Class A common stock of Select. The Debtors are authorized to implement the Bidding Procedures in accordance with the following timeline (as may be modified in accordance with the Bidding Procedures): a. Deadline to file the Cure Notice with the Court and serve the Cure Notice on the Contract Counterparties - Aug. 19, 2021, at 5:00 p.m. (CT) b. Bidding Procedures Hearing - Aug. 24, 2021 c. Deadline to Object to (a) Stalking Horse Sale Transactions, (b) Cure Costs, and (c) Adequate Assurance of Future Performance (as to Stalking Horse Bidders) - Sept. 2, 2021, at 5:00 p.m. (CT) d. Deadline to Submit Non-Binding Indications of Interest - September 6, 2021, at 5:00 p.m. (CT) e. Deadline to Submit Bids - Sept. 10, 2021, at 5:00 p.m. (CT) f. Deadline for Debtors to Notify Bidders of Status as Qualified Bidders 1 business day prior to Auction g. Auction - Auction if necessary, to be conducted at (i) the offices of Weil, Gotshal & Manges LLP, 700 Louisiana Street, Suite 1700 Houston, TX 77002, or (ii) virtually, pursuant to procedures to be announced to bidders (if other Qualified Bids received for Stalking Horse Packages) - Sept. 13, 2021 at 1:00 p.m. (CT) h. Deadline to File Notice of (a) Successful Bid(s) and Back-Up Bid(s) and (b) Identity of Successful Bidder(s) and Back-Up Bidder(s) - As soon as possible following conclusion of Auction i. Sale Hearing on Stalking Horse Agreements (if no other Qualified Bids received) - Sept. 16, 2021, at 2:00 p.m. (CT) j. Deadline to File Objections to (a) Sale Transactions (other than the Applicable Sale Transaction) and (b) Adequate Assurance of Future Performance (as to Successful Bidder(s) other than Stalking Horse Bidders) - Sept. 17, 2021, at 5:00 p.m. (CT) k. Sale Hearing (if Auction held) - Sept. 23, 2021, at 9:00 a.m. (CT) The following Stalking Horse Bid Protections are approved in their entirety and will be payable in accordance with, and subject to the terms of, the Applicable Stalking Horse Agreement: a. Stalking Horse Bidder, Berry, will be granted the right to a Termination Payment comprised of a break-up fee of $810,000 (equal to 3% of the purchase price, including non-cash consideration), plus reimbursement for up to $540,000 of reasonable and documented expenses. b. Stalking Horse Bidder, Axis, will be granted the right to a Termination Payment comprised of a break-up fee of $750,000 (equal to 3% of the purchase price, including non-cash consideration), plus reimbursement for up to $500,000 of reasonable and documented expenses. c. Stalking Horse Bidder, Select, will be granted the right to a Termination Payment comprised of a break-up fee of $500,000 (equal to 2.5% of the purchase price, including non-cash consideration), plus reimbursement for up to $500,000 of reasonable and documented expenses. The Debtors are authorized and directed to pay the Stalking Horse Bid Protections, to the extent earned and payable under the Applicable Stalking Horse Agreement, without further order of the Court. The Stalking Horse Bid Protections, to the extent earned and payable under the Applicable Stalking Horse Agreement, will constitute an allowed superpriority administrative expense claim against the applicable selling the Debtors' estates pursuant to sections 105(a), 364, and 503 of the Bankruptcy Code with priority over all other administrative expenses of the kind specified in section 503(b) of the Bankruptcy Code (subject to the Carve-Out), which shall be payable solely from the proceeds of an alternative transaction. The Debtors are authorized, in the exercise of their reasonable business judgment, with the prior written consent of the DIP Lenders, not to be unreasonably withheld, conditioned, or delayed, and in consultation with the other Consultation Parties, to designate one or more stalking horse bidders, in addition to the Stalking Horse Bidders, for one or more of the Debtors' assets not included in the Stalking Horse Packages, and enter into purchase agreements with Additional Stalking Horse Bidders, for the sale of such assets, in each case, in accordance with the terms of the Order and the Bidding Procedures. Subject to the terms of the Order and the Bidding Procedures, the Debtors are authorized to offer, in consultation with the Consultation Parties, each Additional Stalking Horse Bidder additional protections, including a break-up fee. The Bid Protection Objection Deadline is seven calendar days after service of the applicable Notice of Additional Stalking Horse. The objection deadline for the Stalking Horse Sale Transactions will be Sept. 2, 2021, at 5:00 p.m. (CT), and Sept. 17, 2021, at 5:00 p.m. (CT) for all other Sale Transactions. The Sale Notice is approved, and no other or further notice of the Sale Transactions, the Applicable Auction, the applicable Sale Hearing, or the Sale Objection Deadline will be required if the Debtors serve and publish such notice, including any Notice of Additional Stalking Horse, in the manner provided in the Bidding Procedures and the Order. The Debtors will assign to a Successful Bidder, pursuant to an asset purchase agreement and Sale Order, certain contracts, agreements, leases and other assets, including assets constituting real property interests (including all fee surface interests in land, surface leases, easements, rights of way, servitudes, licenses, franchises, road, railroad, and other surface use permits or agreements), free and clear of all liens, claims, interests, and encumbrances. The Cure Notice is approved. On Aug. 19, 2021, the Debtors will file the Cure Notice with the Court and serve the Cure Notice on the Contract Counterparties. The Debtors are authorized to make non-substantive changes to the Bidding Procedures, the Assumption and Assignment Procedures, and any related documents without further order of the Court, including, without limitation, changes to correct typographical and grammatical errors. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014, or any applicable provisions of the Local Rules or otherwise, the terms and conditions of the Order will be immediately effective and enforceable upon its entry, and no automatic stay of execution will apply to the Order. The Debtors are authorized to take all reasonable steps necessary or appropriate to carry out the relief granted in the Order. A copy of the Bidding Procedures is available at https://tinyurl.com/6c37b9kp from PacerMonitor.com free of charge. About Berry Corporation (bry) Bry is a publicly traded (NASDAQ: BRY) western United States independent upstream energy company with a focus on the conventional, long-lived oil reserves in the San Joaquin basin of California. On the Web: http://www.bry.com/ About Basic Energy Services Basic Energy Services -- http://www.basices.com/-- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. The Company's operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, the Company has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services, Inc., and 12 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 21-90002) on Aug. 17, 2021. The Company disclosed total assets of $331 million and debt of $549 million as of March 31, 2021. The Hon. David R. Jones is the case judge. The Debtors tapped WEIL, GOTSHAL & MANGES LLP as counsel; ALIXPARTNERS LLP as restructuring advisor; and LAZARD FRERES & COMPANY as financial advisor. PRIME CLERK is the claims agent. BASIC ENERGY: Berry to Open Sept. 13 Auction for California Assets ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas approved bidding procedures for the sale of certain assets of Basic Energy Services Inc. and its debtor-affiliates free and clean of liens, claims, interests and encumbrances, subject to higher and better offer. On Aug. 17, 2021, the Debtors and Berry Corporation together with its affiliates, Axis Energy Services Holdings LLC and Select Energy Services LLC, entered into the stalking horse agreements, which provide for, among other things, the sale of the Debtors' businesses and assets contained in each stalking horse package. The Stalking Agreements are subject to higher or otherwise better offers submitted in accordance with the terms and provisions of the bidding procedures. Under the stalking horse agreements, among other things, the assets acquired by Berry will include the assets associated with the Debtors' California business lines. The aggregate consideration consists of $27 million cash, plus adjustments based on the amount of accounts receivable being acquired by Berry and accounts payable being assumed by Berry. A $2.7 million deposit (10% of purchase price) to be funded to a third-party escrow account within one business day after execution. A break-up fee of $810,000 (3% of purchase price) plus reasonable and documented costs and expenses up to $540,000, to be treated as super-priority administrative claims in any bankruptcy case. If the Debtors consummate an alternative transaction with a party other than Berry, then either party may terminate the Stalking Horse Agreement and Berry to receive the Stalking Horse Bid Protections. Important Dates and Deadlines a) Non-Binding Indication of Interest Deadline: Any person or entity interested in participating in the Auction is encouraged to submit a Non-Binding Indication of Interest on or before September 6, 2021 at 5:00 p.m. (prevailing Central Time) (the "Non-Binding Indication of Interest Deadline"). b) Bid Deadline: Any person or entity interested in participating in the Auction must submit a Qualified Bid on or before Sept. 10, 2021 at 5:00 p.m. (prevailing Central Time). c) Auction: An Auction, if necessary, has been scheduled for Sept. 13, 2021 at 1:00 p.m. (prevailing Central Time). d) Sale Objection Deadlines: Objections to the Sale Transactions, including any objection to the sale of the Debtors’ business free and clear of all claims and interests pursuant to section 1141(c) of the Bankruptcy Code must be: i) filed in accordance with the Bidding Procedures and ii) filed with the Bankruptcy Court by no later than Sept. 2, 2021 at 5:00 p.m. for the Stalking Horse Agreements, and September 17, 2021 at 5:00 p.m. (prevailing Central Time) for all other Sale Transactions. e) Sale Hearing: A hearing to approve the Staling Horse Agreements if no other Qualified Bid(s) are received shall be held before the Bankruptcy Court before the Honorable David R. Jones on Sept. 16, 2021 at 2:00 p.m. (prevailing Central Time), and Sept. 23, 2021 at 9:00 a.m. (prevailing Central Time) for all other Sale Transactions. According to court documents, the stalking horse bids are the result of extensive prepetition marketing efforts and analysis by the Debtors and their advisors. The Debtors have left no stone unturned in advance of filing and any party that may want to put in a bid is either well aware of or has been participating in the Debtors' marketing process that has been ongoing for three months. Given the extensive marketing efforts, the exigencies of the Debtors' financial condition, the restrictions in the Debtors' postpetition financing and use of cash collateral, and the Stalking Horse Bids themselves, an expeditious sale of such businesses and assets is critical. Any party interested in submitting a bid should contact the Debtors investment banker: Lazard Freres & Co. Attn: Brandon Aebersold Lisa Lansio 30 Rockefeller Plaza New York, New York 10112 Email: Brandon.Aebersold@lazard.com Lisa.Lansio@lazard.com Lazard Freres & Co. Attn: Douglas A. Fordyce Frank Daily III 600 Travis Street Houston, Texas 77002 Email: Doug.Fordyce@lazard.com Frank.Daily@lazard.com A copy of the stalking horse agreements are available on the website dedicated to the Debtors' Chapter 11 cases maintained by their proposed claims and noticing agent and administrative advisor, Prime Clerk LLC, located at https://cases.primeclerk.com/basicenergy. About Basic Energy Services Basic Energy Services -- http://www.basices.com/-- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. The Company's operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, the Company has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services, Inc., and 12 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17, 2021. Basic Energy disclosed total assets of $331 million and debt of $549 million as of March 31, 2021. The Hon. David R. Jones is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Alixpartners LLP as restructuring advisor, and Lazard Freres & Company as financial advisor. Prime Clerk is the claims agent. According to the Troubled Company Reporter, Aug. 31, 2021, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Basic Energy Services, Inc. and its affiliates. BERRY TWINS: Che Arlag Hok Buying Tacoma Property for $360K ----------------------------------------------------------- Berry Twins, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of the real property located at 1435 E 31st St., in Tacoma, Washington 98404 (i) to Che Arlag Hok for $360,000, pursuant to their purchase and sale agreement, free and clear of liens, claims, and encumbrances; or (ii) to Puyallup Indian Tribe for $360,000 if the Hok sale does not close. A hearing on the Motion is set for Sept. 15, 2021, at 9:00 a.m. The Objection Deadline is Sept. 8, 2021. The Property is located at the edge of a residential and commercial zone in Tacoma, near the Emerald City Casino. After nearly 10 months of intermittent marketing, the fair market value of the Property has been established to be in the $350,00 to $360,000 range. The Property is encumbered by three deeds of trust, as follows: (i) PennyMac - $158,800, (ii) Stanley Korona - $10,000, and (iii) Charles Lane - $266,000. The total encumbrances is $434,800. Thus, the Property is clearly oversecured and only has value to the estate if the creditors secured by the Property are willing to accommodate the DIP, and pay the proper costs that provide benefit for the secured creditors. In the Prior Sale, the third position creditor agreed to provide for a carve-out of $7,500 to the estate and filed a joinder in support of the sale motion. Now, with a virtually identical sales transaction, that has and will require substantial legal, transactional, construction repair, and UST fees ($1,440 on this sale), Mr. Lane has not clearly committed to the same or more favorable terms of carving out funds from the proceeds due to him. Based on the forgoing, the DIP requests that the Court approves a surcharge of at least $15,000 from Mr. Lane's proceeds, to satisfy the reasonable and necessary fees and costs associated with the sale. Further, the first position lienholder, PennyMac has obtained relief from stay and could commence foreclosure proceedings at any time. Since the Court has clearly stated at the hearing on July 21, 2021, that it wants the DIP to administer and sell this Property, Berry Twins is attempting to do so, but seeks the payment of the resultant expenditures needed to sell the Property. In so doing, the Debtor-in-Possession is not trying to turn a profit per se, but it is desperate not to have to go into its own pocket to bestow substantial financial benefit on third parties. The Debtor has signed a purchase and sale agreement with Hok to sell him the Property. The Property is encumbered by three deeds of trust. The proposed sale would sell the property to Hok, anticipated proceeds of sale are as follows: Sale Price: $360,000 Realtor Fees -$ 21,600 Title Insurance -$ 1,069.07 Escrow -$ 1,210 Excise Taxes -$ 6,408, PennyMac -$ 15,8800 Stanley Korona -$ 10,000 Historical Berry -$ 6,608 Twin Repairs Legal Associates with -$ 5,000 Prior and Present Sale Management Fees and -$ 3,440 UST Fees, etc. Charles Lane Balance Prior to the filing of the case, Berry Twins had listed the Property with a realtor. The proposed sale terms will require that the secured creditors who will benefit from the sale provide for a carve-out of $21,000 to account for the costs incurred and being incurred to administer this property. This would reimburse the estate for repairs required by prior buyers, legal expenses, management fee time actually expended, US Trustee fees incurred by the sale of the Property, and to reimburse the estate for maintaining insurance on the Property during the last eight months. Based on conversations with the realtor for the Tribe, the Tribe is unlikely to ask for repairs and is very interested in the property. Unfortunately, any sale to the tribe will involve a 90–120-day sales process to comply with the Tribe's administrative processes to place the Property in trust. Financing is not expected to be a problem. While the Tribe has verbally stated it is certain the purchase can be completed, no binding legal commitments have been provided that the Debtor can rely on at this time. The proposed sale will liquidate the 1435 E 31st property by selling it to an arm's-length third-party buyer, relieve the estate of the burden of maintaining the Property and possibly allay some of the expenses incurred to maintain the Property. A copy of the Agreement is available at https://tinyurl.com/3cw4d8cn from PacerMonitor.com free of charge. About Berry Twins Berry Twins, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-40030) on Jan. 8, 2021. At the time of the filing, the Debtor disclosed between $500,001 and $1 million in both assets and liabilities. Judge Brian D. Lynch oversees the case. Jason E Anderson, Esq., at Emerald City Law Firm, PC, is the Debtor's legal counsel. BL SANTA FE: Bishop's Lodge Resort in Chapter 11 With Plan ---------------------------------------------------------- Law360 reports that the owners of a luxury resort in Santa Fe, New Mexico, received permission Tuesday, August 31, 2021, from a Delaware bankruptcy judge to schedule a hearing for confirmation of its pre-packaged reorganization plan, intended to provide sufficient funding to finish long-delayed renovations. According to Law360, during a virtual first-day hearing, attorneys for BL Santa Fe LLC said both of its secured lenders had already voted in favor of the plan, setting up a Sept. 30, 2021 combined hearing for court approval of its disclosure statement and confirmation of its plan. The company is proposing to borrow money from its current lenders to help finance its reorganization, Bloomberg News said, citing court documents. BL Santa Fe acquired the 317-acre, high-end Bishop's Lodge resort in 2014 and immediately began a significant project. The lodge opened earlier this year after the lender filed court papers seeking to foreclose, according to the Santa Fe New Mexican newspaper. About BL Santa Fe BL Santa Fe LLC owns and operates a luxury resort known as Bishop's Lodge located at 1297 Bishops Lodge Road, Santa Fe, New Mexico 87506, approximately three miles north of historic Downtown Santa Fe. BL Santa Fe, LLC, and affiliate BL Santa Fe (MEZZ), LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11190 and 21-11191) on Aug. 30, 2021. In the petition signed by Michael Norvet, as authorized person, BL Santa Fe LLC estimated assets between $50 million and $100 million and liabilities of between $50 million and $100 million. The case is handled by Honorable Judge Mary F. Walrath. Young Conaway Stargatt & Taylor, LLP, led by Joseph M Mulvihill, is the Debtor's counsel. BL SANTA FE: Unsecured Creditors be Paid in Full or be Reinstated ----------------------------------------------------------------- BL Santa Fe, LLC and BL Santa Fe (MEZZ), LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for Joint Chapter 11 Plan dated August 30, 2021. On August 29, 2021, after substantive, arms-length negotiations, a restructuring support agreement was executed by and amongst: (a) Evolution RE Bishops Lodge, LP; Walt Parker; BL Resort Investment, LLC; Alexander James Walter; Rebecca Walter Dunn Irrevocable Trust; and Nunzio DeSantis (sometimes collectively referred to as the "Non-Debtor Affiliates" and each individually as a "Non-Debtor Affiliate"); and (b) DB Bishops Lodge LLC, a Delaware limited liability company (together with its successors and assigns, "Senior Lender"); and Juniper Bishops, LLC ("Mezzanine Lender") (Senior Lender and Mezzanine Lender are sometimes collectively referred to as the "Secured Lenders" and each individually as a "Lender Party") (collectively Non Debtor Affiliates, and Secured Lenders referred to as the "RSA Parties"). Under the terms of the Restructuring Support Agreement, the Non Debtor Affiliates and the Secured Lenders have reached an agreement for a consensual restructuring (the "Restructuring") of the existing Claims against and Interests in the Debtors, to be implemented through a prepackaged chapter 11 plan of reorganization – namely, the Chapter 11 Plan. The Chapter 11 Plan restructures the obligations owed to the Senior Lender, resolves the obligations owed to the Mezzanine Lender, and restructures the equity structure of Mezzanine Borrower. The Chapter 11 Plan provides for Mezzanine Borrower to convey 100% of the membership interests in Senior Borrower to Juniper BL HoldCo, LLC ("JBL HoldCo"), which is a wholly owned subsidiary of Mezzanine Lender. In return: (i) the Mezzanine Loan will be satisfied in full; (ii) JBL HoldCo will finance the completion of the Resort renovations and its operations; (iii) Mezzanine Borrower will receive the economic entitlement to receive from JBL HoldCo certain back-end distributions from Resort operations and/or disposition; and (iv) the Senior Loan will be restructured. The Debtors intend to fund day-to-day obligations throughout these Chapter 11 Cases through DIP financing from Mezzanine Lender, who has agreed to continue to make these advances under the Mezzanine Loan Documents in accordance with the terms of the Restructuring Support Agreement and as approved by the Bankruptcy Court (the "DIP Financing"). To the extent the DIP Financing provided by the Mezzanine Lender is exhausted, the Senior Lender shall consent to the DIP Financing and may provide up to $2.6 million of additional DIP Financing. On the Plan Effective Date, the Debtors will effectuate the Chapter 11 Plan by causing Mezzanine Borrower to convey 100% of the membership interests in Senior Borrower to JBL HoldCo. The Plan will treat claims as follows: * Class 1 consists of the Secured Claim against the Senior Borrower held by Senior Lender. The Senior Borrower Secured Claim of Senior Lender shall be Allowed in an aggregate principal amount of no less than $40,979,543.53. Senior Lender shall, at the option of Senior Borrower, receive the following in satisfaction of the Senior Borrower Secured Claim: (i) payment in full in Cash; or (ii) payment in accordance with the Amended and Restated Senior Loan Documents. Class 1 is Impaired under the Plan. * Class 2 consists of Senior Borrower Other Secured Claims. Each Holder of an Allowed Senior Borrower Other Secured Claim shall, at the option of Senior Borrower or Reorganized Senior Borrower, as applicable, receive either: (1) reinstatement of such Claim pursuant to Section 1124 of the Bankruptcy Code; (2) payment in full in Cash; or (3) such other treatment rendering such Claim Unimpaired under the Bankruptcy Code. Class 3 is Unimpaired under the Plan. * Class 3 consists of Senior Borrower Priority Claims. Each Holder of an Allowed Senior Borrower Priority Claim shall, at the option of Senior Borrower or Reorganized Senior Borrower, as applicable, receive either: (1) reinstatement of such Claim pursuant to Section 1124 of the Bankruptcy Code; (2) payment in full in Cash; or (3) such other treatment rendering such Claim Unimpaired under the Bankruptcy Code. Class 3 is Unimpaired under the Plan. * Class 4 consists of Senior Borrower General Unsecured Claims. Each Holder of an Allowed Senior Borrower General Unsecured Claim shall, at the option of Senior Borrower or Reorganized Senior Borrower, as applicable, receive either: (1) reinstatement of such Claim pursuant to Section 1124 of the Bankruptcy Code; (2) payment in full in Cash; or (3) such other treatment rendering such Claim Unimpaired under the Bankruptcy Code. Class 4 is Unimpaired under the Plan. * Class 5 consists of Senior Borrower Interests held and owned by Mezzanine Borrower. With respect to Senior Borrower's treatment of Senior Borrower Interests held by Mezzanine Borrower, Mezzanine Borrower will retain its Interest in Senior Borrower. Class 5 is Unimpaired under the Plan * Class 6 consists of the Secured Claims against the Mezzanine Borrower held by Mezzanine Lender. The Mezzanine Borrower Secured Claim of Mezzanine Lender shall be Allowed in an aggregate principal amount of no less than $33,594,752.40. Class 6 Mezzanine Borrower Secured Claim shall receive 100% of Mezzanine Borrower's Senior Borrower Interests in the Reorganized Senior Borrower and any and all Claims or Cause of Actions against Senior Borrower held by Mezzanine Borrower, on the Plan Effective Date, in full and final satisfaction of all Mezzanine Borrower Secured Claims. Class 6 is Impaired under the Plan. * Class 7 consists of Mezzanine Borrower Priority Claims. Each Holder of an Allowed Mezzanine Borrower Priority Claim shall, at the option of Mezzanine Borrower or JBL HoldCo, as applicable, receive either: (1) reinstatement of such Claim pursuant to Section 1124 of the Bankruptcy Code; (2) payment in full in Cash; or (3) such other treatment rendering such Claim Unimpaired under the Bankruptcy Code. Class 7 is Unimpaired under the Plan. * Class 8 consists of Mezzanine Borrower General Unsecured Claims. Each Holder of an Allowed Mezzanine Borrower General Unsecured Claim shall, at the option of Mezzanine Borrower or JBL HoldCo, as applicable, receive either: (1) reinstatement of such Claim pursuant to Section 1124 of the Bankruptcy Code; (2) payment in full in Cash; or (3) such other treatment rendering such Claim Unimpaired under the Bankruptcy Code. Class 8 is Unimpaired under the Plan. * Class 9 consists of Mezzanine Borrower Interests held and owned by Holding. Holding will retain its 100% Interest in Mezzanine Borrower. Class 9 is Unimpaired under the Plan. Based upon the ValueScope Valuation Analysis, in the event the Chapter 11 Plan is consummated, Debtors anticipate an enterprise value following consummation of restructuring of approximately $34,300,000. Under the Chapter 11 Plan Holder of Interests of Class 9 will receive profit participation rights in the ongoing business, along with a guaranteed minimum net proceeds of $20,000,000 if the Resort is sold within 16 months of the closing of the restructuring transaction. Holders of Interests in Class 9 may realize value through profit participation or the contemplated sale provisions. In this circumstance, it is projected that the Holders of Interests in Class 9 would receive distributions well in excess of any immediate sale value of the Debtors' assets. A full-text copy of the Disclosure Statement dated August 30, 2021, is available at https://bit.ly/3yBFUk3 from PacerMonitor.com at no charge. Proposed Co-Counsel for the Debtors: Matthew B. Lunn Joseph M. Barry Robert F. Poppiti, Jr. Joseph M. Mulvihill S. Alexander Faris Katelin A. Morales YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Frank J. Wright Jeffery M. Veteto LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Avenue, Suite 730 Dallas, Texas 75201 Telephone: 214-935-9100 About BL Santa Fe BL Santa Fe, LLC, and BL Santa Fe (MEZZ), LLC own and operate a luxury resort known as Bishop's Lodge located at 1297 Bishops Lodge Road, Santa Fe, New Mexico 87506, approximately three miles north of historic Downtown Santa Fe. The Debtors filed Chapter 11 Petition (Bankr. D. Del. Lead Case No. 21-11190) on August 30, 2021. Hon. Mary F. Walrath oversees the case. In the petition signed by Michael Norvet as authorized person, the Debtor disclosed $50 million to $100 million in assets and liabilities. BRIDGEPORT HEALTH: Sept. 14 Hearing on Bid Procedures for Assets ---------------------------------------------------------------- Judge Julia A. Manning of the U.S. Bankruptcy Court for the District of Connecticut will convene a hearing on Sept. 14, 2021, at 2:00 p.m., to consider Bridgeport Health Care Realty Co.'s proposed bidding procedures in connection with the sale of substantially all assets to Blue Garden Management, Inc. for $5 million in cash, in accordance with the terms of their Amended and Restated Purchase and Sale Agreement made as of Aug. 17, 2021, subject to higher and better offers. The Initial Chapter 11 Case Management Conference scheduled to be held on Sept. 7, 2021, is rescheduled to Sept. 14, 2021, at 2:00 p.m. The hearing on the Application to Employ scheduled to be held on Sept. 7, 2021, is also rescheduled to Sept. 14, 2021, at 2:00 p.m. The Court denied the Motion to Expedite is denied. The bankruptcy case is In re: Bridgeport Health Care Realty Co., (Bankr. D. Conn. Case No. 21-50521). Counsel for Debtor: Stephen M. Kindseth, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06605 Telephone: (203) 368-4234 Facsimile: (203) 368-5487 E-mail: skindseth@zeislaw.com BUCKINGHAM SENIOR: Balks at Bid to Appoint Former Residents Panel ----------------------------------------------------------------- Buckingham Senior Living Community, Inc. asked the U.S. Bankruptcy Court for the Southern District of Texas to deny the request of Eddie Knebel for appointment of a separate committee for former residents of the Houston-based retirement community. Mr. Knebel, the son of a former resident of the retirement community, on Aug. 19 requested that the court require an attorney to represent solely the interest of former residents. The court filed such letter on the docket on Aug. 20 as a motion for the appointment of a separate committee for former residents. Attorney for Buckingham, Demetra Liggins, Esq., at McGuireWoods LLP, said the former residents' interests are "adequately represented" given the current composition of the official committee of unsecured creditors appointed in Buckingham's Chapter 11 case. "The committee is comprised of four former residents and three current residents. As such, the very nature of the committee's composition compels the committee to prioritize the concerns of the former residents, which the committee has reported it does and continues to do," Ms. Liggins said in court papers. The attorney also argued that the bankruptcy estate does not have sufficient funds to support the formation of additional committee. "A new committee, which would carry out duplicative functions as the existing official committee, would require and be a waste of significant resources that [Buckingham], in fact, does not have under the approved budget," Ms. Liggins said. The U.S. Trustee for Region 7 and the official unsecured creditors' committee echoed Ms. Liggins' arguments, saying the makeup of the committee weighs in favor of former residents. "Four of the seven members of the committee are former resident claimants. As the majority voice in the committee, these former residents have the same type of claims as Mr. Knebel and as such adequately represent his interests," the U.S. Trustee said in court papers. About Buckingham Senior Living Community The Buckingham Senior Living Community, Inc., a Houston-based continuing care retirement community (CCRC), filed a voluntary petition for Chapter 11 protection (Bankr. S.D. Texas Case No. 21-32155) on June 25, 2021, disclosing between $100 million and $500 million in both assets and liabilities. Michael Wyse, chair of the board, signed the petition. The case is handled by Judge Marvin Isgur. The Debtor tapped McGuireWoods LLP as its lead bankruptcy counsel, Thompson & Knight, LLP as special counsel, and B. Riley Advisory Services as financial advisor. Stretto is the claims and noticing agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on July 12, 2021. The committee is represented by Hunton Andrews Kurth, LLP. Daniel S. Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., represents UMB Bank, N.A., in its capacity as Bond Trustee and DIP lender. BURN FITNESS: Wins Cash Collateral Access Thru Sept 30 ------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, authorized Burn Fitness, LLC and its affiliates to use cash collateral on an interim basis through September 30, 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: $96,482 Burn Fitness-2, LLC: $89,378 Burn Fitness-3, LLC: $24,154 The Debtors are also authorized to provide adequate protection by way of monthly adequate protection payments to Comerica Bank as set forth in the Fourth 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 scheduled for September 20 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. DANE HEATING: Has OK to Use Cash Collateral Through Sept. 10 ------------------------------------------------------------ Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Dane Heating & Air Conditioning, Inc. to use cash collateral through September 10, 2021, pursuant to the approved budget. Prepetition Secured Lender, Kapitus, LLC has a senior valid blanket lien on the assets of the Debtor and the cash proceeds thereof, as of the Petition Date, and as of which date the Debtor owed the Prepetition Secured Lender $4,664. LeLund Enterprises, Inc. has liens that are subordinate to those of the Prepetition Secured Lender. The Court ruled that the Prepetition Secured Lender is granted a lien to the same extent, priority and validity as existed before the Petition Date, and shall receive a security interest and replacement lien on all of the Debtor's now existing and hereafter acquired property, for the diminution in the value of the Prepetition Secured Lender's collateral. The Debtor shall also make adequate protection payments of $500 per month to the Prepetition Secured Lender until further Court order. Moreover, the Prepetition Secured Lender shall receive an administrative expense claim for any diminution in value of its interest in the cash collateral from and after the Petition Date. The administrative hold on the Debtor's account at PNC Bank by reason of the garnishment of LeLund Enterprises, Inc. shall be dissolved. A copy of the interim order is available for free at https://bit.ly/3juzdvA from PacerMonitor.com. A status hearing will be held on September 9, 2021 at 9:30 a.m. About Dane Heating & Air Conditioning, Inc. Dane Heating & Air Conditioning, Inc. filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-09701) on August 18, 2021. On the Petition Date, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1,000,000 in liabilities. The petition was signed by Dane Jajic, president. Judge Deborah L. Thorne is assigned to the case. Springer Larsen Greene, LLC serves as counsel for the Debtor. Ken Novak has been appointed Subchapter V Trustee for the Debtor. DAVID O'HEARN: Dominga Romano Buying Methuen Property for $410K --------------------------------------------------------------- David O'Hearn and Rebecca O'Hearn ask the U.S. Bankruptcy Court for the District of Massachusetts to authorize the proposed private sale of the real property located at 6 Lyndale Avenue, in Methuen, Massachusetts, together with all buildings, structures and improvements now or thereafter existing thereon, to Dominga Romano or his nominee for $410,000, pursuant to their Purchase and Sale Agreement. As indicated in the Motion to Re-Open Case After Administrative Closure, the Debtors seek to sell their home since they are: (i) getting divorced, and (ii) in the on-going divorce proceeding the State court judge has issued an order mandating the sale of their marital home. The Debtors and their Broker, Kevin Walsh of EXP Realty and Walsh Fine Homes, LL, listed the Real Property for sale on a Multiple Listing Service at the initial listing price of $379,900, actively marketed the residential property, conducted an open house, fielded offers to purchase, and the Debtors and the Buyer entered into negotiations for sale of the Real Property and agreed upon the terms for sale of the Real Property as outlined in the Purchase Agreement. The Debtors assert that consummating the Private Sale on the terms and conditions as outlined in the Purchase Agreement and as described in detail in the Notice of Private Sale is in the best interest of the Debtors and the Estate as the Buyer presented the highest offer purchase price and waived inspection of the Real Property. Accordingly, the Debtors assert that the Purchase Price that they are receiving for the Real Property is reasonable. The P&S Agreement was entered into on Aug. 11, 2021 and the projected closing date is Sept. 30, 2021, which may, if necessary, be continued to a later date since the Court will set a Hearing and Objection/Response date(s) on the instant motion. Pursuant to said P&S Agreement, the Debtors have agreed, subject to the approval of the Bankruptcy Court, to a Private Sale of the Real Property to the Buyer for a total purchase price of $410,000. As set forth in the Agreement, the Buyer has paid $11,000 in deposits with the Offer to Purchase and the P&S Agreement. The balance of the Purchase Price will be paid upon the closing of the Sale, which Sale will occur on a closing date after the Court’s approval of the Sale, or at such other time as will be agreed upon by the Debtors and the Buyer. The Debtors will sell the Property in "as is, where is" condition, free from any warranty. The Debtors listed the Real Property on their Schedule A/B with a value as of the Petition Date of $275,000. Schedule A/B further indicates that the Real Property is encumbered. On the Debtors' Schedule C, the Debtors claimed a Homestead exemption in the Real Property pursuant to M.G.L. c. 188. On their Schedule D, the Debtors indicated that the Real Property was encumbered by a mortgage and a Federal tax lien. As of the Petition Date, the Debtors estimated the mortgage balance was $228,480 and the Federal tax lien was $76,053.08. On Aug. 6, 2018, BSI Financial Services, as servicer for US Bank Trust, NA, as Trustee for the Bungalow Series III Trust filed a Proof of Claim indicating a total claim of $251,992.82. On June 29, 2018, the Internal Revenue Service filed a Proof of Claim (See, POC#10) indicating a total claim of $101,318.99, of which $62,901.35 was secured via a Federal tax lien, and $38,417.64 was unsecured (and further indicating thereon that $35,806.76 of the $101,318.99 total, was entitled to Priority treatment). In conjunction with the sale of the Real Property and the filing of the instant motion, the Debtors, through counsel, requested updated Payoff Reports from both the Mortgagee and the IRS. The updated Payoff Report from the Mortgagee shows a payoff balance of $263,947.721, and the updated Payoff Report from the IRS shows a secured claim payoff balance of $54,505.31. Although no tax claims are listed on the Debtor's Schedule E and no tax claims have been entered on the Claims Register, it is possible that the Real Property may be encumbered by certain municipal real estate taxes resulting from unpaid property taxes owing by the Debtors to the Town of Methuen, Massachusetts. Once all unpaid taxes due the Town of Methuen, Massachusetts have been quantiﬁed, the Debtors propose to pay the pro rata share of those taxes at the closing of the Private Sale. Upon information and belief, the Debtors are current on the payment of real estate taxes on the Real Property as of present date. The Debtors are selling the Real Property "as is and where is" and makes no representations or warranties as to the Real Property and potential buyers are encouraged to do their own due diligence. The Broker is available to arrange showings and inspections of the Real Property with potential buyers. The Debtors further request that the Private Sale be free and clear of all liens, claims, interests, and encumbrances asserted by any entity, with any such interest in the Real Property, when established, attaching to the proceeds realized from the sale of the Real Property. Any such claim, lien, interest or encumbrance will also be subordinate to any and all necessary administrative costs and expenses (if any) incurred in connection with the Private Sale, including compensation and expenses of the Debtors' real estate agent Kevin Walsh of EXP Realty and Walsh Fine Homes, LLC. It is anticipated that proceeds from the Sale will be distributed as follows: A. Payoff the secured mortgage on the Real Property to creditor US Bank Trust, N.A.; B. Payoff the secured Federal tax lien claim on the Real Property to creditor IRS; C. Payoff any municipal liens or moneys owed to the Town of Methuen for real estate taxes and/or water/sewer charges; D. Normal closing costs; and E. Proceeds exempt under the Massachusetts Homestead Act. While the Debtors believe that the amount of the Purchase Price is reasonable, they will, nonetheless, continue to actively solicit higher and better offers for the Real Property, through the Broker. The sale procedures provided for in the Motion and described in the Notice of Private Sale will also provide for an opportunity for potential competitive bidders to inspect the Real Property and submit competitive bids if interested in the Real Property. Absent a higher offer for the Real Property, the Debtors will proceed with the Private Sale and the Buyer will acquire the Real Property free and clear of all liens, claims, interests and encumbrances. They will serve the Notice of Private Sale on all creditors and other parties-in-interest, and on any party that expresses an interest to the Debtors or the Broker in acquiring the Real Property. Based on the current real estate market, the Debtors and their Broker believe that the listing price Purchase Price of $410,000 is infinitely fair and reasonable. Additionally, the Private Sale of the Real Property will provide an opportunity for competitive bidding in order to maximize value and realize a higher benefit. The Debtors and their counsel believe that a "public auction" would not likely attract meaningful interest and could result in wasteful expense. After consultation with the Broker, the Debtors determined that, because the proposed Private Sale procedures provide for the solicitation of higher and better offers, a Private Sale of the Real Property, with the Buyer or another successful bidder, is most likely to generate the maximum benefit. For and in consideration of the purchase of the Real Property, the Buyer has offered to pay $410,000 to the Debtors as set forth in the P&S Agreement. The Buyer has provided a deposit of $11,000 to the Debtors (held in escrow by the Debtors' counsel) to credit toward the Purchase Price. Pursuant to the P&S Agreement, subject to Bankruptcy Court approval, the closing of the Private Sale will occur on Sept. 30, 2021. If additional time (beyond Sept. 30, 2021) is required to obtain Bankruptcy Court approval, the P&S Agreement states that the Buyer will (a) provide such additional time, and (b) extend the Closing Date, which should allow sufficient time for the Court to approve the Private Sale in accordance with the P&S Agreement. Pursuant to the terms of the Broker's engagement, as approved by the Court, the Broker is entitled to receive a commission on the actual sale price of the Real Property in the amount of 5%. Therefore, in the event that the Debtors sell the Real Property to another successful bidder, the Broker's commission will be based on 5% of the higher purchase price amount. Additionally, in the event the Real Property is sold by a cooperating broker (i.e., a selling broker or buyer's broker), the cooperating broker will receive a split-commission as set forth in the Real Property's MLS sale listing, which is to be paid out of the 5% commission amount. The commission will be paid from the total Purchase Price at the closing of the sale of the Real Property. Accordingly, the Debtors seek the Court's approval for payment of commission to (a) the Broker in the amount of $20,500 (equal to 5% of $410,000) from the sum of the Purchase Price, or such higher amounts based on an equal percentage of the ultimate purchase price, at the closing of the Real Property. A copy of the Agreement is available at https://tinyurl.com/n8xsz233 from PacerMonitor.com free of charge. The Purchaser: Dominga Romano 102 Phillips Street Methuen, MA 01844 David O'Hearn and Rebecca O'Hearn sought Chapter 11 protection (Bankr. D. Mass. Case No. 18-40882) on May 14, 2018. The Debtors tapped David C. Crossley, Esq., at Crossley Law Offices, LLC as counsel. The Court confirmed the Debtors' Plan of Reorganization on Feb. 15, 2019. Kevin Walsh of EXP Realty and Walsh Fine Homes, LLC was appointed as Broker on June 28, 2021. DOWNSTREAM DEVELOPMENT: S&P Ups ICR to 'B-' on Strong Performance ----------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on Oklahoma-based gaming operator Downstream Development Authority (DDA) to 'B-' from 'CCC'. The outlook is positive. The positive outlook reflects that we could raise the rating on DDA once it addresses near-term maturities and we are confident its operating performance would support leverage remaining below 5x even after alternate entertainment and travel options fully reopen. The upgrade to 'B-' reflects strong operating performance over the last 12 months that reduces the likelihood of another default. DDA has significantly outperformed S&P's expectations since it reopened its casino in May 2020. Over the last 12 months on a stand-alone basis, DDA has generated almost $100 million in EBITDA, stemming from strong recovery in net revenues, growth over pre-pandemic revenue, and material improvement in EBITDA margins of more than 1,500 basis points. Prior to the pandemic, DDA generated revenue of about $165 million-$170 million and EBITDA of about $60 million, with largely stable EBITDA margins in the low-30% area. S&P said, "We believe regional gaming operators have benefited from limited alternate entertainment and travel options, the effects of multiple federal stimulus packages, the rollout of COVID-19 vaccines across the U.S., and sizable consumer savings and pent-up demand for gaming following its initial reopening. However, we forecast the demand for gaming will likely remain relatively stable over the near term given our economists' forecast for good consumer spending growth." S&P said, "Given recent operating trends, good forecast consumer spending growth, and strong demand for gaming, we expect fiscal 2021 (ending Sept. 30) revenue to be about 15%-20% above 2019. We assume the strong demand for gaming moderates in DDA's fiscal 2022 as consumers deplete accumulated savings and government stimulus funds and as alternate entertainment and travel options fully open. As a result, we forecast DDA's fiscal 2022 revenue could decline modestly (in the low- to mid-single-digit percentages) but remain about 10%-15% above 2019. Because we expect the majority of DDA's implemented cost improvements could be sustained, EBITDA will remain nearly 50% higher than pre-COVID levels through fiscal 2022. As a result, we forecast DDA's consolidated adjusted leverage will improve to the mid- to high-3x area in fiscal 2021, well below our 5x upgrade threshold. We expect leverage to improve further to the low-3x area in fiscal 2022 before potential investment spending, which we believe would provide significant cushion to absorb potential modest EBITDA underperformance and development spending at its Saracen Casino Resort. "DDA's strong operating performance should support a refinancing, and the positive outlook reflects the possibility we could raise the rating once the tribe addresses its maturities. DDA's entire capital structure matures over the next 18 months, representing significant refinancing risk. Its term loan ($37.8 million outstanding as of June 30, 2021) matures Aug. 1, 2022, and its $270 million senior notes come due in February 2023. We believe DDA has sufficient liquidity, through excess cash on hand and our expectation for cash flow generation through July 2022, to address its term loan maturity. But it will need to access the capital markets to refinance its senior notes. We understand DDA is in discussions with banks about a possible refinancing of its capital structure. We believe DDA's strong operating performance over the last year and forecast cash flow generation should support a refinancing. Furthermore, we do not believe civil and criminal charges filed by the tribe against the former tribal chair, certain other members of the Quapaw Nation's business committee and DDA board, and certain former members of DDA's management team will materially impair its ability to refinance. This is because the tribe has elected a new chair, hired new management at DDA and Saracen, increased transparency of the decision making process of these boards, and implemented governance procedures that we believe reduce the likelihood of recurrence." DDA's limited geographic diversity and a highly competitive operating environment in Oklahoma are significant business risks. Although DDA also owns Saracen, DDA relies on a single asset (Downstream Casino Resort) to meet the debt-service needs of the debt agreements under which it is the obligor. This exposes DDA to high event risk, including weather-related disruptions (such as tornados) and regional economic weakness. DDA also operates in a highly competitive environment, with 11 other gaming properties within 75 miles of its Oklahoma casino resort. This high competition can sometimes require DDA to spend more on marketing and promotional allowances to protect its customer base and entice customers to its casino, and lead to periodic EBITDA volatility. As a modest offset to limited diversity and intense competition, Downstream Casino benefits from its good accessibility from a highway and proximity to population centers along the Interstate 44 corridor between Tulsa, Okla., and Springfield, Mo. DDA also has above-average EBITDA margins compared with other rated leisure operators because DDA is not subject to gaming taxes like commercial gaming operators, instead provides a modest compact payment to the state of Oklahoma that varies based upon adjusted gross revenues, as defined in the compact. Development spending and a continued ramp-up of operations at Saracen Casino Resort are important considerations. S&P said, "We believe Saracen is strategically important to DDA, its owner. Although DDA's ability to provide financial support is limited, we view the new casino as strategically important to its long-term growth prospects. Saracen diversifies DDA into a new and well populated market surrounding Little Rock, Ark., with limited competition compared with its property in Oklahoma. The new casino also doubles DDA's consolidated gaming offerings and is generating significant cash flow. We expect Saracen will account for over half of DDA's consolidated revenue and EBITDA once it ramps up." DDA owns 100% of Saracen, consolidates it in its financial statements, is required to maintain majority voting power, and has ancestral ties to the area. DDA demonstrated its willingness and intent to support the development by transferring the gaming license to Saracen and providing start-up capital, development, and management services. As a result, our measure of DDA's leverage includes consolidated Downstream Casino Resort and Saracen Casino Resort operations. Saracen is being constructed on a phased basis. The annex (offering a limited number of slot machines) opened in October 2019 and the casino in October 2020. Operating results have been positive. S&P said, "We believe Saracen will eventually build an adjacent hotel and convention center, but the timeline is not known. Additionally, we believe Saracen would likely need to seek additional financing for the project. Our current base-case forecasts for DDA and Saracen do not assume material capital expenditures (capex) for the hotel or convention space because of capex limitations in Saracen's financing agreements." If Saracen undertakes these projects, it could slow DDA's and Saracen's deleveraging paths, but not enough to disrupt a possible one-notch upgrade. The positive outlook reflects that S&P could raise the rating on DDA once it addresses near-term maturities and it is confident the tribe's operating performance would support leverage remaining below 5x, even after alternate entertainment and travel options fully reopen. S&P could raise the rating if: -- DDA successfully refinances its term loan maturing in 2022 and senior notes maturing in 2023; and -- EBITDA generation after alternate entertainment and travel options fully reopen supports leverage sustained under 5x, incorporating potential development spending. S&P could: -- Revise the outlook to stable if S&P no longer believes DDA will sustain adjusted leverage under 5x, which could be because of lower revenue or EBITDA than it forecasts, combined with increased development spending at Saracen; or -- Lower S&P's ratings if it loses confidence DDA will refinance upcoming debt maturities. ECOARK HOLDINGS: Amends Bylaws to Change Quorum Requirement ----------------------------------------------------------- The board of directors of Ecoark Holdings, Inc. approved an amendment to the company's bylaws, effective immediately. The amendment changed the definition of a quorum for the transaction of any business at a stockholders' meeting set forth in Section 6(i) of the bylaws from the majority of the voting power to one-third of the voting power of the company. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Through its wholly-owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including consulting, fund administration and asset management. Ecoark Holdings reported a net loss of $20.89 million for the year ended March 31, 2021, compared to a net loss of $12.14 million for the year ended March 31, 2020. As of June 30, 2021, the Company had $35.59 million in total assets, $14.90 million in total liabilities, and $20.69 million in total stockholders' equity. EL SERVICES: Wins Cash Collateral Access ---------------------------------------- The U.S. Bankruptcy Court for the Northern District of California authorized E.L. Services, Inc. to use cash collateral on an interim basis, including the use of any funds in the Debtor's accounts at Wells Fargo Bank. As previously reported by the Troubled Company Reporter, the Debtor seeks access to cash collateral in which the Internal Revenue Service and the California Employment Development Department (EDD) may assert an interest, through September 3, 2021, to pay for the Debtor's necessary expenses, pending a hearing on the entry of a final order on the motion. The Debtor said it has opposed and appealed the IRS levy action but has, to date, been unsuccessful to convince the IRS that the Debtor is not the alter ego of Enviroscapes, Inc. Enviroscapes went through a General Assignment for the Benefit of Creditors in May 2020 and the Debtor purchased the assets of Enviroscapes from the assignee. The IRS asserted a total of $1,395,025 against the Debtor. The Debtor, however, does not contest the EDD claim, which amounts to $3,103. A further interim hearing on the matter is scheduled for September 8 at 10:30 a.m. About E.L. Services, Inc. E.L. Services, Inc., a landscape and maintenance company located in Dublin, California, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 21-41087) on August 25, 2021. On the Petition Date, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Steven P. Baca, general manager. Judge William J. Lafferty oversees the case. The Debtor tapped Kornfield, Nyberg, Bendes, Kuhner & Little P.C. to serve as its counsel. EVERGREEN MORTGAGE: $64K Sale of Orangeburg Property Approved ------------------------------------------------------------- Judge Lori V. Vaughan of the U.S. Bankruptcy Court for the Middle District of Florida authorized Evergreen Mortgage Notes, LLC's sale of the property located at 243 Eastwood Circle, in Orangeburg, Orangeburg County, South Carolina, TMS 0209-00-09-011.000, to Anthony Shockley for $64,000. The Debtor is authorized to sell the Property free and clear of all liens, claims, encumbrances and interests with any outstanding property taxes owed on the Property being satisfied at closing. Rule 6004(h) stay period of fourteen days is waived. Pursuant to the Court's Order authorizing the employment of Keller Williams Palmetto and Linda Fischer, the Debtor's real estate broker and agent, are permitted to receive 6% Broker Commission at closing. Additionally, the Debtor is authorized to reimburse Ms. Fischer for any outstanding costs for services of utilities incurred related to the Property at closing. Attorney Andrew Ballentine, Esq., is directed to serve a copy of the Order on interested parties who do not receive service by CM/ECF and file a proof of service within three days of entry of the Order. About Evergreen Mortgage Notes, LLC Evergreen Mortgage Notes, LLC is engaged in activities related to real estate. Evergreen Mortgage Notes, LLC sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 20-07071) on Dec. 31, 2020. The Debtor listed total assets at $459,500 and total liabilities at $1,270,000. The Debtor tapped Andrew S. Ballentine, Esq., at de Beaubien, Simmons, Knight, Et Al. as counsel. The petition was signed by Marc Younger, CEO. GARY BRACKETT: Former Colts Player Files for Chapter 7 ------------------------------------------------------ Susan Orr of Indianapolis Business Journal reports that former Indianapolis Colts linebacker and restaurateur Gary Brackett, who shut down his Stacked Pickle sports-bar chain in May 2020, has filed for bankruptcy protection. Brackett, 41, filed for Chapter 7 bankruptcy protection Friday, August 27, 2021, afternoon in U.S. Bankruptcy Court in the Southern District of Indiana. "You could say, 'Another NFL player went bankrupt,' and that's true. But it wasn't because of a lavish lifestyle," Brackett told IBJ on Sunday, August 29, 2021. Most of Brackett's listed assets are tied to his NFL career. He played for the Colts his entire pro career—from 2003 through 2011—and was a starter in the team’s victory over the Chicago Bears in Super Bowl XLI in 2007. In his bankruptcy filing, Brackett's personal assets include a $1 million NFL player’s retirement account, two separate NFL annuities worth a combined $798,100 and an NFL health reimbursement account worth $106,749. He also lists a Super Bowl championship ring valued at $12,000 and an AFC championship ring worth $3,000, among other personal assets. Listed liabilities include $3.9 million in business loans from Huntington National Bank and nearly $1.5 million in potential liabilities associated with two pending lawsuits. Landlord Scott Rand Co. LLC of Dayton, Ohio, filed suit against Brackett in Montgomery County, Ohio, in January. In its suit, Scott Rand alleges that Brackett owes $1.3 million in unpaid rent and expenses for Stacked Pickle’s Miamisburg, Ohio, location. And in July 2021, landlord Metropolis Lifestyle Center LLC sued Brackett and his estranged wife, Ragan Brackett, over the Stacked Pickle that had operated in the Shops at Perry Crossing center in Plainfield. In the suit, filed in Hamilton County, Metropolis alleges it's owed $182,361 in unpaid rent and expenses. Brackett and his wife are in the process of getting divorced. The bankruptcy filing also lists a $312,555 debt in the form of a promissory note to Chris Long, the former owner of Stacked Pickle. Long founded the restaurant company and Brackett became a partner in the business, later buying out Long's interest in 2014. The Stacked Pickles were owned by Brackett Restaurant Group LLC, which also operated two restaurants at 14 E. Washington St. in downtown Indianapolis. A bar and restaurant called CharBlue Steak and Seafood operated there from late 2016 to June 2019. Prior to CharBlue, Brackett operated Georgia Reese’s Southern Table and Bar at the site for about 18 months. After the pandemic put a pause on both sporting events and dine-in restaurant service last 2021, Brackett said he was forced to close all 10 of his Stacked Pickle locations in Indiana and Ohio. "We were bleeding money," Brackett said. "All the sports were canceled, and we're a sports bar." Brackett said he knew when he closed Stacked Pickle that he would have to file for bankruptcy, but it's taken until now to get everything in order and actually file. "It's just so overwhelming in terms of time and energy," he said. Before the pandemic hit, Brackett had also been working to raise money for a feature-length movie about his life's struggles and successes. He formed Brackett Productions for that purpose in May 2017. In January 2020, Brackett launched a crowdfunding campaign to help raise part of the estimated $2.2 million to $2.5 million cost of making the film. At that point, he had already invested $150,000 of his own money into the project and had secured a script, a website, a director, a fellow executive producer, a promotional trailer and a short version of the film designed to spur investor interest in the project. Those plans, too, have been scuttled, although Brackett said he still dreams of someday making that movie. Looking ahead, Brackett said he has no plans to re-enter the restaurant business. "I can think of much easier ways to make a living with some other products and services," he said. Brackett also does motivational speaking and business coaching through his company GLB 1 LLC, which he established in 2011 and is now his main source of income. Brackett acknowledged that some potential clients might be turned off by the fact that he's filed for bankruptcy. But he also believes that the things he’s learned since leaving the NFL are of value to small business owners. "Sure, I'm upset [about the bankruptcy]," Brackett said. "But sometimes you're given something so that you can prove to others that you can get through it and it can be survived." After retiring from football, Brackett went on to earn an MBA from George Washington University in 2013. And before the pandemic hit, Brackett said he had achieved some significant milestones with Stacked Pickle. At its height, the company employed 400 people, and Brackett had already signed deals with seven Stacked Pickle franchisees, with another 10 franchisees in the pipeline. Brackett said he has since sold the Stacked Pickle trademark and franchising rights to one of those franchisees, who opened a Stacked Pickle location in Houston in June 2021. It's not uncommon for professional football players to encounter financial difficulties after they retire from the sport. In 2015, the National Bureau of Economic Research examined data on all players drafted by the NFL between 1996 and 2003. The study found that 15.7% of former NFL players had filed for bankruptcy protection within the 12 years following retirement. Brackett said he's never been a person who defined himself by his financial status, and said he did not engage in the type of extravagant personal spending that has tripped up some other retired athletes. "I've always shopped at Kohl's and Target," he said. About Gary Brackett Gary Lawrence Brackett filed a Chapter 7 bankruptcy petition (Bankr. S.D. Ind. Case No. 21-03997) on Aug. 27, 2021. In the filing, Brackett listed $2 million in assets and $5.8 million in liabilities, most of those unsecured business debts. GBG USA: Expects Numerous Bids for Some Fashion Brands ------------------------------------------------------ Jeremy Hill of Bloomberg News reports that a lawyer for bankrupt brand owner GBG USA said in a Chapter 11 hearing on Tuesday, Aug. 31, 2021, that the company has "numerous potential bidders" under non-disclosure agreements. GBG USA has indications of interest for "several" brands, whose sales will likely be structured as inventory sales, Andrew Mordkoff of Willkie Farr & Gallagher says in the hearing. But the company expects to receive "more fulsome bids" for other brands, he says. GBG USA Inc. GBG USA, Inc., is a company incorporated under the laws of Delaware and is an indirect wholly-owned subsidiary of Global Brands Group Holding Limited (SEHK Stock Code: 787). It is primarily engaged in operating the wholesale and direct-to-consumer footwear and apparel business in North America. Global Brands Group Holding Limited is a branded apparel and footwear company. It designs, develops, markets and sells products under a diverse array of owned and licensed brands. The Group's European wholesale business operates under legal entities entirely separate and independent from the wholesale business in North America. It primarily supplies apparel, footwear and accessories to retailers and consumers across Europe under licenses separately entered into by the European entities of the Group. The Group's global brand management business operates on a different business model and is distinctly separate from the wholesale businesses in North America and Europe. GBG USA and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 21-11369) on July 29, 2021. In its petition, GBG listed between $1 billion and $10 billion in both assets and liabilities. The cases are handled by Judge Michael E. Wiles. The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel, Ankura Consulting Group LLC as financial advisor, and Ducera Partners LLC as investment banker. Alan M. Jacobs, president of AMJ Advisors LLC, serves as the Debtor's chief strategy officer. Prime Clerk, LLC is the claims and noticing agent and administrative advisor. Moses & Singer, LLP serves as legal counsel to the first lien admin agent, first lien collateral agent and second lien collateral agent. Meanwhile, the first lien lenders are represented by Linklaters, LLP. GDC TECHNICS: Poised to Exit Chapter 11 Bankruptcy -------------------------------------------------- The Wall Street Journal reports that Boeing's Air Force One supplier, GDC Technics, is poised to soar out of Chapter 11. Boeing stopped contesting the chapter 11 exit plan of GDC Technics, an Air Force One subcontractor that filed for bankruptcy amid disputes over the presidential plane. And unsealed court filings show how the founder of Theranos may raise allegations of an abusive relationship to defend against a criminal fraud case. About GDC Technics LLC Headquartered in Fort Worth, Texas, GDC Technics LLC -- https://www.gdctechnics.com/ -- is a global aerospace company with expertise in engineering and technical services, modifications, electronic systems, R&D, and MRO services. GDC Technics sought Chapter 11 bankruptcy protection (Bankr. W.D. Texas Lead Case No. 21-50484) on April 26, 2021. CEO Brad Foreman signed the petition. At the time of the filing, the Debtor had between $10 million and $50 million in both assets and liabilities. The case is handled by Judge Craig A. Gargotta. The Debtor tapped Wick Phillips Gould & Martin, LLP and SierraConstellation Partners, LLC as its bankruptcy counsel and restructuring advisor, respectively. Carl Moore, managing director at SierraConstellation, serves as the Debtor's chief restructuring officer. Oliver Zeltner of Jones Day is representing Boeing Co. Gabe Morgan of Weil, Gotshal & Manges is representing the pre-bankruptcy lenders. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 case of GDC Technics, LLC. The committee tapped Troutman Pepper Hamilton Sanders LLP as bankruptcy counsel, Kane Russell Coleman Logan PC as local counsel, and Berkeley Research Group, LLC as financial advisor. GIRARDI & KEESE: Erika Appeals Decision to Keep Lawyer Probing Her ------------------------------------------------------------------ Ryan Naumann of Radar Online reports that Real Housewives of Beverly Hills star/alleged embezzler Erika Jayne is back in court throwing a fit over the lawyer investigating her as part of her husband Thomas Girardi's bankruptcy. According to court documents obtained by Radar, the Bravo star notified the court she plans to appeal a recent decision made by the court. She says the judge ruled in error when he denied her motion demanding attorney Ronald Richards be taken off the case. As Radar previously reported, earlier this year, Girardi and his law firm were forced into Chapter 7 bankruptcy by his creditors. A trustee was put in place to take control of his finances. Many of Girardi's former clients accuse him of stealing their settlement funds and using it to fund his lavish lifestyle with Jayne. Jayne is also a named defendant in a federal lawsuit accusing her of helping Girardi embezzle his client's money. The trustee hired the powerhouse lawyer Ronald Richards to investigate Jayne as part of the case. Jayne immediately demanded Richards be taken off the case. She accused him of harassing her on social media with posts talking about the case. Richards scoffed at the suggestion arguing his tweets were not harassment and he was only trying to get to the bottom of the case. The judge sided with Richards and ruled he did nothing wrong with his social media posts. The court order also questioned Jayne's actions which came off as delay tactics. Despite the court order, Jayne has now filed a notice of appeal of the decision. It is the first step in trying to overturn a decision but it is not the actual appeal. Radar spoke to Ronald Richards who tells us he is not concerned with Jayne's notice. He is confident stating, "The appeal has no chance of winning as Erika has no standing to appeal, no right to appeal, and would be subject to a motion to dismiss. Erika’s attorney have advised us not to do any work on the appeal at this time." "It was filed just to preserve their rights but in this case, the 35 page opinion denying the motion for reconsideration is so thorough and so well written, and is subject to a clear error standing, that pursing it is the equivalent of a legal suicide mission and would only further waste Erika’s money," he ended. As Radar previously reported, Jayne appears to be throwing everything at the wall to see what sticks. She is facing serious legal trouble as Richards and the trustee are demanding she returns $25 million loaned to her over the years by Girardi's law firm. The suit is demanding she repay the money to help pay back Girardi's victims. So far, Jayne has refused to pay back a dime. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com GRIDDY ENERGY: Customers Need to Go to Court to Recover Money ------------------------------------------------------------- Marin Wolf and Maria Halkias of The Dallas Morning News report that Griddy customers who paid during Texas' winter storm will have to go to court to recover money. The state finalized its settlement with now-bankrupt Griddy Energy, relieving customers of unpaid bills. The February 2021 storm left some 24,000 Texans with $29.1 million in unpaid Griddy electric bills. The state of Texas has finalized its settlement with Griddy Energy, relieving customers of sky-high unpaid electric bills from the now-bankrupt company following February's freeze. But for former Griddy customers who paid some or all of their bills, recouping that money will require legal action, according to a filing released by the Texas attorney general's office Monday, August 30, 2021. "Former customers may pursue a legal claim in the bankruptcy court to recover any monies they may have already paid for electricity they consumed during the winter storm," said an announcement from Attorney General Ken Paxton. Paxton disclosed the plan in March and at that time said he was also working to get relief for those who had already paid their bills, which were several thousands of dollars for some people. He sued the company under the Texas Deceptive Trade Practices Act on behalf of customers with outstanding debts following the storm. The finalized settlement was approved by U.S. Bankruptcy Court in Houston on July 7, 2021 and by U.S. District Court in Houston last Thursday, August 26, 2021. Griddy's electric plans were tied to the price of power on the state grid, which was allowed to go up to a maximum price of $9,000 per megawatt-hour during the monumental storm, a far cry from the $25 to $30 prices under normal conditions. About 24,000 customers were left with $29.1 million in unpaid electric bills. The company filed for Chapter 11 bankruptcy as part of the March agreement after it could not pay the Electric Reliability Council of Texas for the energy it had used. The bankruptcy filing is a liquidation, meaning any assets would be used to pay Griddy's creditors "while balancing the desire to give its former customers relief from the uncertainty of being subject to collection actions as a result of the extreme wholesale electricity prices." In its bankruptcy filing, Griddy listed assets between $1 million and $10 million. The company's largest creditor was ERCOT for the $29 million the agreement wiped out. About Griddy Energy California startup Griddy Energy, LLC is a power retailer that formerly sold energy to people in the state of Texas at wholesale prices for a $9.99 monthly membership fee and had approximately 29,000 members. Griddy was a feature of Texas' unusual, deregulated system for electric power. The vast majority of Texans -- and Americans -- pay a fixed rate for electric power and get predictable monthly bills. However, Griddy works by connecting customers to the wholesale market for electricity, which can change by the minute and is more volatile, for a monthly fee of $9.99. During the winter storm in February 2021 in Texas, power generators failed and demand for heating shot up. In response, ERCOT raised the price of electricity to the legal limit of $9 per kilowatt-hour and kept it there for several days. Griddy customers who didn't lose power were hit with massive electric bills that were auto-debited from their bank accounts. State grid operator ERCOT at the end of February 2020 cut off Griddy's access to customers for unpaid bills following the Texas freeze. The Texas attorney general also said it is suing Griddy, saying it engaged in deceptive trade practices by issuing excessive bills. Griddy Energy filed a Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 21-30923) on Mar. 15, 2021. Roop Bhullar, chief financial officer, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Marvin Isgur oversees the case. The Debtor tapped Baker Botts LLP as legal counsel and Crestline Solutions, LLC and Scott PLLC as public affairs advisors. Stretto is the claims agent. On March 31, 2021, the U.S. Trustee for Region 7 appointed an official committee of unsecured creditors. The committee tapped McDermott Will & Emery, LLP as legal counsel and Province, LLC as financial advisor. HERON DEVELOPMENT: Seeks to Hire May Oberfell as Legal Counsel -------------------------------------------------------------- Heron Development, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire May Oberfell Lorber to serve as legal counsel in its Chapter 11 case. The firm's services include: a. preparing motions, pleadings, and application, and conducting examinations incidental to administration of the case; b. advising the Debtor of its rights, duties and obligation under the Bankruptcy Code; c. performing legal services incidental and necessary to the day-to-day operations of the Debtor's businesses, including, but not limited to, institution and prosecution of necessary legal proceedings, loan restructuring, and general business and corporate legal advice and assistance; d. negotiating, preparing, confirming, and consuming a sale of the Debtor's assets, confirmation of a Chapter 11 plan or other means of resolving the issues in the Debtor's case; e. taking other necessary actions incident to the proper preservation and administration of the estate. The firm's hourly rates are as follows: Partners $285 - $395 per hour Associates $185 - $230 per hour Paralegals $165 per hour Clerks $165 per hour May Oberfell Lorber received a pre-bankruptcy retainer in the amount of $25,000. May Oberfell Lorber is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: R. William Jonas, Jr., Esq. May Oberfell Lorber 4100 Edison Lakes Parkway, Suite 100 Mishawaka, IN 46545 Phone: +1 574-243-4100 Email: RJonas@maylorber.com About Heron Development Auburn, Ind.-based Heron Development, LLC filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Ind. Case No. 21-10912) on July 21, 2021, listing up to $10 million in assets and up to $50 million in liabilities. Stephen D. Brown, managing member of Heron Development, signed the petition. Judge Robert E. Grant oversees the case. R. William Jonas, Jr., Esq., at May Oberfell Lorber represents the Debtor as legal counsel. IBIO INC: Seymour Flug Quits as Director ---------------------------------------- Seymour Flug resigned as a director of iBio, Inc. The resignation was not a result of any disagreement between iBio and the director on any matter relating to the company's operations, policies or practices, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a plant-based biologics manufacturing company. Its FastPharming System combines vertical farming, automated hydroponics, and novel glycosylation technologies to rapidly deliver high-quality monoclonal antibodies, vaccines, bioinks and other proteins. iBio is developing proprietary products which include biopharmaceuticals for the treatment of cancers, as well as fibrotic and infectious diseases. The Company's subsidiary, iBio CDMO LLC, provides FastPharming Contract Development and Manufacturing Services along with Glycaneering Development Services for advanced recombinant protein design. iBio disclosed a net loss attributable to the Company of $16.44 million for the year ended June 30, 2020, compared to a net loss attributable to the Company of $17.59 million for the year ended June 30, 2019. As of March 31, 2021, the Company had $142.70 million in total assets, $37.87 million in total liabilities, and $104.83 million in total equity. IDEANOMICS INC: Inks Deal to Buy VIA Motors Valued at Up to $630MM ------------------------------------------------------------------ Ideanomics has entered into an agreement to acquire VIA Motors International, Inc. in an all-stock transaction for a 100-percent ownership stake, subject to customary closing conditions, including Ideanomics' shareholder approval. VIA Motors, headquartered in Orem, Utah, will manufacture electric commercial vehicles including Class 2 through Class 5 cargo vans, trucks, and buses. The company has deep experience in the vehicle electrification market and continues to develop business relationships with commercial fleets and distributors in the United States, Canada, and Mexico. VIA Motors is also working with an autonomous technology company to provide electrification of autonomous trucks for short-haul and mid-mile delivery. VIA utilizes a scalable and flexible electric skateboard platform for Class 2, 3, 4 and 5 vans and trucks, along with a modular body approach that enables a capital-light single design for its platforms, drive systems and vehicle models. VIA's intellectual property portfolio extends to proprietary software and control systems featuring embedded diagnostics and telematics to significantly improve fleet operating costs, uptime, and routing for superior life cycle economics. "This is a transformative deal for Ideanomics," said Shane McMahon, executive chairman of Ideanomics. "As we continue to grow into a leader in the commercial EV space VIA Motors adds valuable brand cachet and an exceptional manufacturing discipline to our portfolio. Bob's proven executive leadership has helped establish VIA as a market disruptor and we are excited to welcome him and his team to the Ideanomics family." "This acquisition is aligned with our long-term strategy and provides us an immediate leadership position in a rapidly growing market and yet another path to accelerate EV adoption and Ideanomics' market share," said Ideanomics Chief Executive Officer Alf Poor. "It also provides Ideanomics a full OEM manufacturing capability which are synergistic to our other operating businesses." "VIA Motors is changing last and mid-mile delivery with innovative electric commercial vehicles that fleets can afford," said Bob Purcell, CEO of VIA Motors. "Combining VIA with Ideanomics facilitates significant synergies, while Ideanomics' financial and personnel resources provide the backing we need to pursue an array of exciting growth prospects we have identified. All of us at VIA Motors are delighted to join the team to usher in the new era of electric commercial vehicles and further the long-term growth strategy at Ideanomics." Transaction Details The agreement values VIA at $450 million. Under the terms of the agreement, after the application of certain purchase price adjustments, VIA shareholders will receive approximately 162 million shares of Ideanomics common stock based on the 30-day VWAP of Ideanomics' common stock of $2.34 as of Aug. 27, 2021. VIA shareholders are expected to own approximately 25% of the combined company, excluding the potential earnout payment. Ideanomics is separately advancing $50 million of financing to VIA in the form of a secured convertible note issued by VIA to fund its growth, which will be subject to the purchase price adjustment described above. VIA shareholders are eligible for potential earnout consideration of up to $180 million. The earnout is contingent upon pre-established vehicle delivery volume thresholds through 2026. Earnout consideration will be paid in Ideanomics stock. The transaction is subject to regulatory approval, Ideanomics shareholder approval, and other customary closing conditions and is expected to close immediately following the Ideanomics shareholders' meeting. The agreement has unanimous support from the Ideanomics Board of Directors. Following the closing of the transaction, VIA Motors will operate as a distinct business unit reporting to Alf Poor, Ideanomics CEO and the Ideanomics Board of Directors. Advisors Morgan Stanley & Co. LLC acted as exclusive financial advisor to Ideanomics, with Venable LLP acting as Ideanomics' legal advisor, Han Santos LLP acting as intellectual property counsel, UHY Advisors acting as accounting and taxation advisor, and BJ Arnold acting as business consultant. Blue Sea Advisors acted as industry consultants to VIA, with Evercore acting as financial advisor, and White and Case, LLP as legal advisors. About Ideanomics Ideanomics is a global company focused on the convergence of financial services and industries experiencing technological disruption. Its Mobile Energy Global (MEG) division is a service provider which facilitates the adoption of electric vehicles by commercial fleet operators through offering vehicle procurement, finance and leasing, and energy management solutions under its innovative sales to financing to charging (S2F2C) business model. Ideanomics Capital is focused on disruptive fintech solutions and services across the financial services industry. Together, MEG and Ideanomics Capital provide their global customers and partners with leading technologies and services designed to improve transparency, efficiency, and accountability, and its shareholders with the opportunity to participate in high-potential, growth industries. The Company is headquartered in New York, NY, with operations in the U.S., China, Ukraine, and Malaysia. Ideanomics reported a net loss of $106.04 million for the year ended Dec. 31, 2020, compared to a net loss of $96.83 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $698.05 million in total assets, $145.39 million in total liabilities, $1.26 million in convertible redeemable preferred stock, $7.72 million in redeemable non-controlling interest, and $543.68 million in total equity. IFRESH INC: Receives New Deficiency Notice From Nasdaq ------------------------------------------------------ iFresh, Inc. has received a notification letter from The Nasdaq Stock Market advising that, because the company has not filed its Form 10-Q for the period ended June 30, 2021 and it remains delinquent in filing its Form 10-K for the fiscal year ended March 31, 2021 as stated in Nasdaq's notification letter dated July 15, 2021, the company does not comply with Nasdaq's Listing Rules for continued listing. This deficiency notice is in addition to the July 15 notice issued by Nasdaq. Nasdaq Listing Rule 5250(c)(1) requires a company to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission through the EDGAR system. iFresh may submit a plan to return to compliance with the Rule. The notice states that, if Nasdaq accepts the company's compliance plan, it may be eligible for additional time of up to 180 calendar days from the due date of the Form 10-K, or until Jan. 10, 2022, to regain compliance with the filing requirement. The company intends to provide a plan to return to compliance with the Rule to Nasdaq. About iFresh Inc. Headquartered in Long Island City, New York, iFresh Inc. -- http://www.ifreshmarket.com-- is an Asian American grocery supermarket chain and online grocer on the east coast of U.S. With nine retail supermarkets along the US eastern seaboard (with additional stores in Glen Cove, Miami and Connecticut opening soon), and two in-house wholesale businesses strategically located in cities with a highly concentrated Asian population, iFresh aims to satisfy the increasing demands of Asian Americans (whose purchasing power has been growing rapidly) for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and strong relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty produce at competitive prices to a growing base of customers. iFresh Inc. reported a net loss of $8.29 million for the year ended March 31, 2020, compared to a net loss of $12 million for the year ended March 31, 2019. As of Dec. 31, 2020, the Company had $131.62 million in total assets, $110.33 million in total liabilities, and $21.29 million in ttoal shareholders' equity. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Aug. 13, 2020, citing that the Company has incurred significant operating losses, has negative working capital of $28.6 million and is not in compliance with its credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INTELSAT SA: U.S. Trustee Opposes Bankruptcy Model -------------------------------------------------- Advanced Television reports that the judge in Intelsat's Chapter 11 bankruptcy has already overruled the US Trustee's strongly voiced objections to the future hearings in the Intelsat case being heard in private ('under seal') and not open to the public or other interested parties. The U.S. Trustee, in a formal motion to the court on August 30, 2021, again mounted a spirited action complaining that Intelsat is not complying with the requirements of Bankruptcy Rule. The US Trustee reminds the court that 28 days must be allowed for "parties of interest" to raise their comments following on from Intelsat’s Amended [Bankruptcy] Exit Plan. "Here, [Intelsat] seek to reduce the time for parties to object to the adequacy of the Amended Disclosure Statement from the required 28 days to just three and a half business days," argues the US Trustee. The Trustee states: "The Amended Disclosure Statement was filed late at night on August 24th 2021. The Debtors set the deadline to object to the Amended Disclosure Statement for August 30, 2021, at noon, and scheduled the hearing on approval of the Amended Disclosure Statement for September 1, 2021 at 11:00 a.m." "This timeline is at variance with the 28-days objection deadline required by [the] Bankruptcy Rules," says the US Trustee, and adds: "These notice requirements are not mere procedural technicalities. The failure to provide a creditor with formal notice in time to file an objection to a disclosure statement or plan confirmation may violate due process and render the plan ineffective as to such creditor." "The Amended Plan, and the Amended Disclosure Statement that describes it, have undergone significant changes since the original was filed. Moreover, the changes and proposed restructuring of the Debtors are quite complicated. The Debtors provide no justification for suddenly shortening the time for parties in interest to review and object to the Amended Disclosure Statement," adds the Trustee. The action asks the court to allow 28 days for comments and objections to be heard. Moreover, the US Trustee says the requests in Intelsat’s Amended Plan which cover the management’s incentive plan (MIP, for payments and shares to be allocated to Intelsat's top 8 executives) is also an infringement. The Trustee states that this is in direct violation of the Bankruptcy Code and in particular quotes the notorious Enron and WoldCom cases. This MIP requires the bankruptcy court to review whether payments made outside of the ordinary course of business are justified. "It is unclear whether the board of the Reorganised Debtors is constituted by the members of the present board or whether the present board is really the one proposing and implementing the MIP," argues the Trustee. About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. It is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The U.S. Trustee for Region 4 appointed an official committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc. as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. JOHNSON & JOHNSON: Judge Refuses to Offload Talc Liabilities ------------------------------------------------------------ Mike Spector and Maria Chutchian of the Reuters report that a U.S. judge declined to stop Johnson & Johnson from taking steps to offload widespread Baby Powder liabilities from the rest of its business, preserving the option for the healthcare company to move thousands of claims from people who used its talc products to a unit that would file for bankruptcy. U.S. Bankruptcy Judge Laurie Selber Silverstein denied a request from plaintiffs' lawyers to block the move late Thursday, August 26, 2021. Lawyers for cancer victims wanted her to issue a restraining order against J&J as part of her role overseeing the bankruptcy proceedings of one of the company's former talc suppliers. About Johnson & Johnson Based in Skillman, New Jersey, Johnson & Johnson Consumer Companies Inc. engages in the research and development of products. The Company provides products for newborns, babies, toddlers, and mothers, including cleansers, skin care, moisturizers, hair care, diaper care, sun protection, and nursing products. * * * Johnson & Johnson has chosen law firm Jones Day to advise it as it explores placing a subsidiary in bankruptcy to settle thousands of personal injury claims linking talcum-based baby powder to cancer, Dow Jones reported. J&J could move talc-related liabilities into a new unit formed specifically for bankruptcy, protecting income-producing assets. JOSEPH A. BRENNICK: $850K Sale of Lockwood's Sarasota Property OK'd ------------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized Joseph A. Brennick's sale of Lockwood Ridge Associates, Inc.'s vacant residential real property located at 0 N Lockwood Ridge Road, in Sarasota, Florida 34235, to LFI Holding Group, LLC for $850,000. The Debtor, in his capacity as owner and officer of the Company, is authorized to sell the Property to the Purchaser in accordance with the terms of the Contract attached to the Motion, free and clear of any and all liens, claims, encumbrances and interests, with such liens, claims, and encumbrances to attach to the sale proceeds. The Debtor, in his capacity as owner and officer of the Company, is further authorized and directed to cause the Company to pay (a) the Closing Costs at closing and (b) the Secured Creditors all of the net proceeds from the sale of the Property at the Closing in such respective amounts either (i) as agreed to by the parties to the Litigation at mediation, or (ii) as determined by the State Court, after payment of the Closing Costs. The 14-day stays set forth in Bankruptcy Rules 6004(h) and 6006(d) are waived, for good cause shown, and the Order will be immediately enforceable and the closing may occur immediately following the entry of the Order. Attorney Edward J. Peterson is directed to serve a copy of the Order on interested parties who do not receive service by CM/ECF and to file a proof of service within three days of entry of the Order. Joseph A. Brennick sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 18-07874) on Sept. 18, 2018. The Debtor tapped Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Postler, P.A., as counsel. KOFFEE KUP: Atty-Gen Accuses Creditors of Clawing Back Employee PTO ------------------------------------------------------------------- Bob Audette Brattleboro of Bennington Banner reports that four months after Koffee Kup closed its three bakeries, about 440 former employees are still waiting to receive their final paid time off balances. In mid-July 2021, Chittenden County Superior Court Judge Samuel Hoar authorized a payout of nearly $840,000 to the employees, more than 90 of whom used to work at Vermont Bread in Brattleboro, a subsidiary of Koffee Kup. However, the next day, when the receiver who was appointed to oversee Koffee Kup's assets attempted to make the payout, a glitch in payroll software prevented it. According to documents filed by the Vermont Attorney General's Office, the receiver notified the judge that the matter would be resolved by Aug. 19, 2021. But on Aug. 16, 2021, attorneys for four of Koffee Kup's creditors filed a petition for involuntary bankruptcy with the U.S. District Court for the District of Vermont. "As a result of the recent bankruptcy filing, the state court proceeding, including the court's order concerning the PTO payment, is stayed pursuant to the provisions of the bankruptcy code," wrote Justin Heller, attorney for the receiver, Ronald Teplitsky, in an email to the AG's Office. "Accordingly, it is our view that Ron is stayed from processing the PTO claim, unless the bankruptcy court modifies the stay to permit the payment." On April 26, 2021, about 500 employees at Koffee Kup in Burlington, Vermont Bread in Brattleboro and Superior Baking in North Grosvenor Dale, Conn., arrived to work to discover they no longer had jobs. Employees received their final paychecks, but money deposited along with those checks for paid-time-off balances was rescinded, which created financial problems for many employees. On June 8, Koffee Kup's assets were purchased by Flowers Foods, which is based in Georgia and operates a distribution facility in Brattleboro for Country Kitchen and other products. Although Flowers Foods supported paying the former employees the rest of their money, it said it had no plans at this time to restart operations at the three bakeries. Prior to authorizing the payment of the PTO balances, Hoar approved a payment to KeyBank, the primary lender, of $7.6 million. The purchase price has been kept confidential, but along with the balances owed to the former employees, other creditors are asking for money, including close to $690,000 for Bernadino’s Bakery, $500,000 for Ryder Truck Rental, $660,000 for Lily Transportation, $176,000 for Hillcrest Bakery, and $275,000 for Eastern Packaging. Eastern Packaging is not listed as a creditor petitioning for involuntary bankruptcy. Attorneys for the four petitioners did not respond to an email request for comment. On Aug. 27, the AG's Office filed a motion to intervene or as a friend of the court, in support of Koffee Kup's former employees. The motion notes that the creditors who have filed the involuntary bankruptcy petition against Koffee Kup did not oppose the payment of the paid-time-off balances on July 14 and, in fact, "expressly agreed" to it. Assistant Attorney General Justin Kolber, writing on behalf of Attorney General TJ Donovan, contended the petition is an attempt to unjustly "claw back" money belonging to the former employees. Kolber wrote that the AG's Office should be allowed to participate in the bankruptcy proceedings because previous court rulings have stated that states have "an interest ensuring that labor laws are fully complied with and in protecting the 'the health and well-being — both physical and economic — of its residents in general.'" "There can be no question here that the Petitioner-Creditors are attempting to affect the economic well-being of hundreds of Vermont employees, by stalling the payment of the employees’ PTO, and worse, apparently trying to reclaim the pool of PTO money for themselves, after they agreed to paying it out," wrote Kolber. And because the creditors didn't object to the payment on July 14 in state court, wrote Kolber, they should not be now allowed to oppose it in federal court by including it in the petition for involuntary bankruptcy. "The PTO money left the station as of July 15," he wrote. The attorney general also maintains the PTO amounts to a constructive trust whereby the money already belongs to the employees and is no longer an asset of Koffee Kup. The AG's Office is asking the bankruptcy court to allow the receiver to make payment of the PTO balances because "the PTO belongs to the employees ... [T]o allow the PTO to be placed back into a general pool of assets to be re-divided under the bankruptcy stay, after the PTO was already litigated, agreed on, and ruled on as being necessary to pay now, could constitute a breach of the Receiver’s loyalty duty to the employees." Not only that, wrote Kolber, Vermont law requires the payment of PTO. "The plain meaning of [state statutes] requires all employer debts to be discharged within seventy-two hours of termination, which includes accrued vacation time," wrote Kolber, quoting from previous state court rulings. Koffee Kup has separately applied for a voluntary dissolution. Linda Joy Sullivan, of Dorset, was appointed the dissolution receiver after the July 14 hearing. She wrote in an email to the Reformer that a dissolution is a winding down and distribution of remaining funds to the unsecured creditors, which she will oversee. "The involuntary bankruptcy as filed by the alleged creditors will be in federal court and is asking the case be considered a Chapter 7, which will be a complete liquidation of the assets," she wrote. "There will be hearings scheduled in the bankruptcy proceeding for pleadings filed and we await the resolution in order to see how to proceed." About Koffee Kup The Koffee Kup Kafe is a family-friendly eatery serving homestyle American dishes plus homemade pies, breads & biscuits. Koffee Kup Kafe was subject to an involuntary Chapter 7 petition (Bankr. D. Vt. Case No. 21-30700) filed on August 16, 2021. The petition was signed by alleged creditors Lily Transportation Corp., Bernardino's Bakery, Inc., Hillcrest Foods, Inc., and Ryder Truck Rental, Inc. David J. Reier of Arent Fox LLP is representing Lily Transportation. Timothy Netkovick of The Royal Law Firm, LLP, is advising Bernardino's Bakery. Tavian M. Mayer of Mayer & Mayer is representing Hillcrest Foods. John T. Carroll, III, of Cozen O'Connor is representing Ryder Truck. The Honorable Judge Colleen A Brown is assigned to the Chapter 7 case. MARRONE BIO: Kevin Hammill Quits as Chief Manufacturing Officer --------------------------------------------------------------- Kevin Hammill, chief manufacturing and supply chain officer of Marrone Bio Innovations, Inc., resigned from his position effective Sept. 6, 2021. Mr. Hammill has accepted a position as the chief executive officer of a privately-owned agriculture technologies company. About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. The Company's portfolio of 15 products helps customers operate more sustainably while increasing their return on investment. The company's commercial products are sold globally and supported by a robust portfolio of over 500 issued and pending patents. Its agricultural end markets include row crops; fruits and vegetables; trees, nuts and vines; and greenhouse production. The company's research and development program uses proprietary technologies to isolate and screen naturally occurring microorganisms and plant extracts to create new, sustainable solutions in agriculture. Marrone Bio reported a net loss of $20.17 million for the year ended Dec. 31, 2020, compared to a net loss of $37.17 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $85.62 million in total assets, $50.94 million in total liabilities, and $34.68 million in total stockholders' equity. MIDNIGHT MADNESS: May Use Cash Collateral Through Sept. 30 ---------------------------------------------------------- Midnight Madness Distilling LLC, according to a prior report by the Troubled Company Reporter, has entered into a stipulation with PNC Bank, National Association and PNC Equipment Finance, LLC on the use of cash collateral. Judge Magdeline D. Coleman of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania, as agreed to by the parties, extended the Debtor's access to cash collateral through the earlier of (a) the closing date of the sale of the Debtor's assets under Section 363 of the Bankruptcy Code; or (b) September 30, 2021. The approved budget provided for the following weekly total payments: $382,411 for the week of August 23, 2021; $109,648 for the week of August 30, 2021; $350,135 for the week of September 6, 2021; $132,630 for the week of September 13, 2021; $326,211 for the week of September 20, 2021; $131,471 for the week of September 27, 2021; $336,132 for the week of October 4, 2021; and $133,640 for the week of October 11, 2021. The Court will convene a further hearing to consider the Debtor's cash collateral motion on September 29, 2021 at 11:30 a.m. Objections must be filed by 5 p.m. on September 27. A copy of the second order is available for free at https://bit.ly/3DqTtGF from PacerMonitor.com. About Midnight Madness Distilling Midnight Madness Distilling LLC, a Trumbauersville, Pa.-based company that operates in the beverage manufacturing industry, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Penn. Case No. 21-11750) on June 21, 2021. Casey Parzych, manager, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Magdeline D. Coleman oversees the case. Flaster/Greenberg, P.C., is the Debtor's legal counsel. MOHEGAN TRIBAL GAMING: Five Members Elected to Tribal Council ------------------------------------------------------------- The Mohegan Tribe of Indians of Connecticut announced the results of a general election wherein five of the nine seats on the Mohegan Tribal Council were chosen pursuant to staggered term provisions in the Tribe's Constitution. Ralph James Gessner, Jr., Sarah E. Harris, William Quidgeon, Jr., Kenneth Davison and Mark F. Brown were elected as members of the Mohegan Tribal Council. Each of these elected Mohegan Tribal Council members will serve a four-year term, commencing Oct. 4, 2021. The Mohegan Tribal Gaming Authority, doing business as Mohegan Gaming & Entertainment, is governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Mohegan Tribe of Indians of Connecticut. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in MGE's Management Board. The registered voters of the Mohegan Tribe of Indians of Connecticut elect all members of the Mohegan Tribal Council. Ralph James Gessner, Jr., Sarah E. Harris, William Quidgeon, Jr. and Kenneth Davison are currently members of the Mohegan Tribal Council. Mark F. Brown will succeed Kathleen M. Regan-Pyne, who did not seek re-election, but will remain a member of the Mohegan Tribal Council until her successor is seated on Oct. 4, 2021. MGE is not aware of any material related transactions between the newly elected Mohegan Tribal Council members and MGE. Information regarding the committees of the Management Board to which the newly elected Mohegan Tribal Council members are named will be provided after the members are seated on any such committees. About Mohegan Tribal Gaming Mohegan Tribal Gaming Authority, doing business as Mohegan Gaming & Entertainment, was established in July 1995 by the Mohegan Tribe, a federally-recognized Indian tribe with an approximately 595-acre reservation situated in southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988 ("IGRA"), federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, subject to, among other things, the negotiation of a compact with the affected state. The Mohegan Tribe and the State of Connecticut entered into such a compact, the Mohegan Compact, which was approved by the United States Secretary of the Interior. Mohegan Gaming reported a net loss of $162.02 million for the fiscal year ended Sept. 30, 2020, compared to a net loss of $2.37 million for the year ended Sept. 30, 2019. As of June 30, 2021, the Company had $2.83 billion in total assets, $2.95 billion in total liabilities, and a total deficit of $118.34 million. Hartford, Connecticut-based Deloitte & Touche LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Dec. 29, 2020, citing that certain tranches of the Company's senior secured credit facilities mature on Oct. 13, 2021, and the Company has determined that it will need to refinance these near-term maturities in order to meet the debt obligations at maturity, and the Company expects that without such a refinancing it is probable that it will not have sufficient liquidity to meet those debt obligations, and it may not be able to satisfy its financial covenants under the senior secured credit facilities. These conditions and events, when considered in the aggregate raise substantial doubt about the Company's ability to continue as a going concern. * * * In February 2021, Moody's Investors Service upgraded Mohegan Tribal Gaming Authority's ("MTGA") Corporate Family Rating to Caa1 from Caa2 and Probability of Default Rating to Caa1-PD from Caa2-PD. The upgrade considers that on January 26, MTGA closed on a refinancing that had a meaningful positive impact on the company's liquidity. MOON GROUP: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------ The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Moon Group, Inc. and its affiliates. The committee members are: 1. StoneMor Inc. Attn: Jeffrey DiGiovanni 3331 Street Road Two Greenwood Square, Suite 200 Bensalem, PA 19020 Phone: 856-261-7098 E-mail: jdigi@stonemor.com 2. Triangle Area Landscape Management Inc. (a.k.a U.S. Lawns) Attention: Rob TeCarr 3305 Ruritania Street Raleigh, NC 27616 Phone: 919-665-7485 E-mail: rob@uslawnsnc.com 3. United Lawnscape, LLC Attention: Ann Hook 708 Blair Mill Road Willow Grove, PA 19009 Phone: 215-784-4229 E-mail: ahook@asplundh.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Moon Group Inc. Moon Group, Inc. and its affiliates filed their voluntary petitions for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11140) on Aug. 12, 2021, listing up to $50,000 in assets and up to $50 million in liabilities. John D. Pursell, Jr., chief executive officer, signed the petitions. Judge Christopher S. Sontchi oversees the cases. Sullivan Hazeltine Allinson, LLC and Kurtzman Steady, LLC represent the Debtors as bankruptcy counsel while Silverang Rosenzweig & Haltzman, LLC serves as the Debtors' special litigation counsel. Stretto is the claims and noticing agent. NESV ICE: Seeks Access to SHS ACK's Cash Collateral --------------------------------------------------- NESV Ice, LLC and affiliates ask the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, for authority to use the cash collateral of SHS ACK, LLC, the secured prepetition lender, and provide adequate protection. The Debtors require the use of cash and other receipts in the ordinary course of business to satisfy ongoing necessary expenses attendant to its operations, including, without limitation, wages, vendor obligations professional fees, and other post-petition expenses. The Debtors assert they need to pay ordinary and necessary expenses of the operation, including regularly scheduled payroll for 26 employees that is due to be paid on September 6, 2021. On June 24, 2016, Ice and HarborOne Bank entered into a Construction Loan Agreement whereby HarborOne loaned Ice the principal sum of $9,506,000. To secure the Construction Loan, Ice delivered to HarborOne that Mortgage, Financing Statement and Security Agreement dated June 24, 2016, whereby Ice granted HarborOne a mortgage on and security interest in Ice's real and personal property, including, inter alia, its deposit accounts. Also on June 24, 2016, Debtors NESV Swim, LLC, NESV Field, LLC, NESV Hotel, LLC, NESV Tennis, LLC and NESV Land, LLC entered into a Loan Agreement with HarborOne in the principal amount of $1,960,000. As further security for the Loans, Swim, Field, Hotel, Tennis, and Land delivered to HarborOne a Mortgage, Financing Statement and Security Agreement dated June 24, 2016, whereby the Term Loan Borrowers granted HarborOne a mortgage on and security interest in their real and personal property. The Loans were also secured by a July 24, 2020 mortgage in favor of HarborOne on real property owned by Debtor NESV Land East, LLC. Ice guaranteed their obligations under the Term Loan and secured those obligations under the Construction Loan Mortgage and Security Agreement. Similarly, the Term Loan Borrowers and NESV Land East guaranteed Ice's obligations in connection with the Construction Loan and secured those obligations under the Term Loan Mortgage and Security Agreement and the July 24, 2020 mortgage delivered by Land East, respectively. As of the Petition Date, the Debtors (directly or as guarantors) owed approximately $11,244,035 in principal and $667,702 in interest pursuant to the Loan Agreements. SHS purports to be the assignee of HarborOne's rights under the Loan Agreements and the Mortgage and Security Agreements. It has made filings with the Delaware Secretary of State and the Bristol County North Registry of Deeds, purporting to evidence its succession to HarborOne's interest in the Debtors' assets and properties. The Debtors believe their real property has a fair market value of at least $18,000,000, and more likely well in excess of $20,000,000. The city of Attleboro's most recent tax assessments valued the property in the aggregate at $21,864,000. On November 21, 2019, Debtors Ice, Field, Swim, Tennis, Hotel and Land also granted mortgages on their respective real property to secure up to $7,500,000 of the Debtors' parent company's obligations pursuant to a certain Loan Agreement between Ajax 5Cap and Ashcroft Sullivan Sports Village Lender, LLC, whereby the EB-5 Lender agreed to loan up to $20,000,000 to Ajax 5Cap to support the development of the Village. Upon information and belief, the EB-5 Lender's rights are subordinate to the rights of the lender under the Loan Agreements. The EB-5 Lenders' claims are not secured by cash collateral of any of the Debtors. Construction Source Management, LLC, a general contractor, asserts a statutory lien on Ice's real property pursuant to Chapter 54 of the Massachusetts General Laws arising from alleged work performed by CSM. The Debtors dispute CSM's claims, which are the subject of pending litigation. CSM has no interest in any of Ice's cash collateral. As adequate protection for the Debtor's use of cash collateral, the Debtor proposes to grant to SHS replacement liens on its collateral and the other protections, without prejudice to the Debtor's rights to contest the amount, validity, priority, and extent of any liens or claims asserted by SHS. The Replacement Liens will be recognized only to the extent of the diminution of value in SHS's prepetition collateral after the Petition Date resulting from the Debtor's use of the Cash Collateral during the case. A copy of the motion is available at https://bit.ly/2WEAc3j from PacerMonitor.com. About NESV Ice, LLC NESV Ice, LLC and affiliates NESV Swim, LLC, NESV Field, LLC, NESV Hotel, LLC, NESV Tennis, LLC, NESV Land, LLC, and NESV Land East, LLC, offer fitness and sports training services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 21-11226) on August 26, 2021. The petitions were signed by Stuart Silberberg as manager. William McMahon, Esq., at Downes McMahon LLP is the Debtor's counsel. NEWSTREAM HOTEL: Seeks Cash Collateral Access --------------------------------------------- Newstream Hotel Partners - ABQ, L.P. asks the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, for authority to, among other things, use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral for working capital, general corporate purposes, and costs of administering the Case. Access Point Financial, Inc. and/or APF-CPX II, LLC is the alleged successor in interest to Access Point Financial, Inc. Prior to the Petition Date, the Debtor borrowed approximately $4,750,000 from Access Point Financial pursuant to two promissory notes by and between the Debtor and Access Point. On January 31, 2018, the Debtor executed a promissory note in the amount of $1,000,000. In connection with the Equipment Note, the Debtor executed that certain Equipment Loan and Security Agreement, which purports inter alia to grant a lien on certain of the Debtor's furniture fixtures and equipment. On January 31, 2018, the Debtor executed a separate promissory note in the amount of $3,750,000. In connection with the Real Estate Note, the Debtor executed a Deed of Trust, Security Agreement and Fixture Filing. As of the Petition Date, the Prepetition Secured Lender asserts that it is owed in excess of $5.2 Million. As adequate protection for the Debtor's use of the Cash Collateral, the Debtor proposes to provide Access Point continuing, valid, binding, enforceable, fully perfected, replacement liens and first priority security interests in the Debtor's presently owned or hereafter acquired property and assets, junior only to the Carve-Out, but excluding any causes of action that could be brought under sections 544-548 of the Bankruptcy Code or any applicable state fraudulent-transfer statute or similar statute. The Carve-Out means unpaid post-petition fees and expenses of the Clerk of the Court and statutory fees payable to the U.S. Trustee pursuant to 28 U.S.C. section 1930 and unpaid post-petition fees and expenses of Professionals of the Debtor and any Statutory Committee (if appointed) but only to the extent such fees and expenses are within the amounts set forth in the Budget approved by Access Point. A copy of the motion is available for free at https://bit.ly/2WAQpqq from PacerMonitor.com. About Newstream Hotel Partners-ABQ, LP Newstream Hotel Partners-ABQ, LP owns a full-service hotel, the SureStay Plus Hotel by Best Western Albuquerque I40 Eubanks, located at 10330 Hotel Avenue NE Albuquerque, New Mexico 87123, conveniently located near I40, and within walking distance of numerous restaurants & shopping. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 21-41212) on August 30, 2021. In the petition signed by Timothy C. Nystrom, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Jason P. Kathman, Esq., at Spencer Fane is the Debtor's counsel. NORTEL NETWORKS: Unsecureds to Get 33.7%; Oct. 5 Plan Confirmation ------------------------------------------------------------------ Nortel Networks India International Inc. ("NNIII"), a Delaware corporation and a wholly-owned subsidiary of Nortel Networks Inc. ("NNI"), filed a Disclosure Statement for Chapter 11 Plan. NNIII filed its proposed Chapter 11 Plan of Nortel Networks India International Inc. and an accompanying disclosure statement on July 20, 2021, and each was revised on August 12, 2021. The Bankruptcy Court approved this Disclosure Statement and procedures for soliciting votes on the Plan by order entered on August 25, 2021 (the "NNIII Disclosure Statement Order"), approving this Disclosure Statement as containing adequate information of a kind and in sufficient detail to enable a hypothetical investor in the relevant classes to make an informed judgment whether to accept or reject the Plan. The Bankruptcy Court has scheduled a hearing to consider confirmation of the Plan (the "Confirmation Hearing") beginning at 11:00 A.M. on October 5, 2021, in the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 6th Floor, Wilmington, Delaware 19801. The key components of the Plan include: * Payment in full of all Allowed Administrative Expense Claims, Priority Tax Claims, Priority Non-Tax Claims, and Secured Claims. * Incorporation of the global resolution among the Nortel Group regarding the allocation of the Sale Proceeds among each of the Nortel Group estates and settlement of other inter-estate claims and other claims, through the negotiated Settlement and Plans Support Agreement which was approved under Bankruptcy Rule 9019 on January 24, 2017. * The satisfaction, compromise and settlement of various Intercompany Administrative Expense Claims. * The appointment of a Plan Administrator to wind down and distribute the assets of NNIII. The overriding purpose of the Plan is to enable the expeditious distribution of the NNIII's assets to Holders of Allowed Claims and to administer and wind down its remaining assets and obligations. The Plan also provides for the treatment of Allowed Claims as follows: (i) with respect to each Holder of an Allowed Secured Claim, at the option of NNIII, (a) payment in Cash by or on behalf of NNIII in the amount equal to the Allowed amount of such Secured Claim, (b) the Distribution of the sale or other disposition proceeds of the Collateral securing such Allowed Secured Claim, (c) surrender of the Collateral securing such Allowed Secured Claim to the Holder of such Allowed Secured Claim, (d) such treatment that leaves unaltered the legal, equitable and contractual rights to which the Holder of the Allowed Secured Claim is entitled or (e) such other treatment to which the parties may agree; and (ii) with respect to each Holder of an Allowed General Unsecured Claim, its Pro Rata Share of the Creditor Proceeds as of the applicable Distribution Date. In addition, the Plan provides for the appointment of a Plan Administrator, who shall have the authority and right on behalf of NNIII and Wind-Down NNIII, without the need for Bankruptcy Court approval, to carry out and implement all provisions of the Plan, the SPSA and the Plan Administration Agreement in accordance with the provisions therein. Additionally, in full and final satisfaction of NNI's claims against NNIII resulting from the Intercompany Administrative Expense Claims attributable to NNIII that have accrued to date, and in addition to the one-time reimbursement payment from NNIII in the amount of $500,000, NNI will bear various costs of administering and winding down NNIII's estate, and NNIII shall reimburse NNI quarterly for such costs in an amount not to exceed $100,000 per quarter. The payment of such amount by NNIII to NNI shall continue until NNIII has been fully and finally liquidated and all costs and expenses related to such administration and wind-down have been incurred. For the avoidance of doubt, NNI shall retain the right to assert Administrative Expense Claims against NNIII for any Priority Tax Claims that are asserted against and/or paid by NNI that reasonably could be allocated or attributable to NNIII, provided that the amount owed by NNIII to NNI in respect of Quarterly Administrative Wind-Down Reimbursement Payments and Priority Tax Claims shall be subject to a cap of $100,000 per quarter. Under the provisions of the Plan, Wind-Down NNIII will continue to resolve its wind-down obligations and fulfill its other obligations under the Plan. Upon completion of such obligations, Wind-Down NNIII may be dissolved by the Plan Administrator without further corporate action, subject to appropriate governmental filings. Class 1 Claims consist of all Allowed Priority Non-Tax Claims against NNIII. Each Holder of an Allowed Priority Non-Tax Claim in Class 1 shall be paid by or on behalf of NNIII in Cash in the amount equal to the Allowed amount of such Priority Non-Tax Claim. Class 2 Claims consist of all Allowed Secured Claims, if any, against NNIII. Each Holder of an Allowed Secured Claim in Class 2 shall be satisfied by, at the option of NNIII: (i) payment in Cash by or on behalf of NNIII in the amount equal to the Allowed amount of such Secured Claim on the later of the Effective Date and the date on which such Secured Claim becomes an Allowed Secured Claim; (ii) the Distribution of the sale or other disposition proceeds of the Collateral securing such Allowed Secured Claim; (iii) surrender of the Collateral securing such Allowed Secured Claim to the Holder of such Allowed Secured Claim or (iv) such treatment that leaves unaltered the legal, equitable and contractual rights to which the Holder of the Allowed Secured Claim is entitled. Class 3 Claims consist of all Allowed General Unsecured Claims NNIII. Each Holder of an Allowed General Unsecured Claim in Class 3 shall, on the Initial Distribution Date or the first Interim Distribution Date after the date such Claim becomes Allowed, receive its Pro Rata Share of the Creditor Proceeds as of the applicable Distribution Date from NNIII. The Disbursing Agent shall make periodic Interim Distributions of the remaining available Creditor Proceeds to Holders of Allowed General Unsecured Claims in Class 3 until the Final Distribution Date. This Class has 33.7% estimated recovery. Class 4 Claims consist of all Interests in NNIII. NNI, as the only Holder of Interests in NNIII, is not expected to receive any Distributions on account of such Interests under the Plan. On the Effective Date, all Interests in NNIII will continue to be held by NNI until the closing of its Chapter 11 Case, solely for Plan administrative purposes. NNI shall receive no Distributions on account of such Interests until such time that all Allowed Claims in Classes 1 through 3 have been satisfied in full in accordance with the Bankruptcy Code and the Plan. At such time, NNI will receive its Pro Rata Share of any remaining Creditor Proceeds from NNIII. The Plan incorporates the terms of the SPSA and, to the extent not previously approved by the Bankruptcy Court, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan and the SPSA. A full-text copy of the Disclosure Statement dated August 30, 2021, is available at https://bit.ly/3DDS5QU from PacerMonitor.com at no charge. Attorneys for the Debtors: Lisa M. Schweitzer, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 Derek C. Abbott, Esq. Andrew R. Remming, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 18th Floor P.O. Box 1347 Wilmington, DE 19899 About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09 10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long- Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. About Nortel Networks India Nortel Networks India International Inc., f/k/a Nortel Networks RIHC Inc., acts as a supplier of hardware and software for contracts with certain Nortel customers in India. The Company filed for Chapter 11 protection on July 26, 2016 (Bankr. Del. Case No. 16-117140). The Debtor estimated assets between $10 million and $50 million, and debts of between $500 million and $1 billion. PARAISO OCEAN: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Paraiso Ocean, LLC, according to court dockets. About Paraiso Ocean LLC Paraiso Ocean, LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-17585) on Aug. 1, 2021, listing up to $1 million in assets and up to $500,000 in liabilities. Judge Robert A. Mark oversees the case. The Debtor is represented by the Law Office of Mark S. Roher, P.A. PATH MEDICAL: Seeks to Hire Edelboim as Bankruptcy Counsel ---------------------------------------------------------- Path Medical, LLC and Path Medical Center Holdings, Inc. seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Edelboim Lieberman Revah, PLLC to serve as legal counsel in their Chapter 11 cases. The firm's services will include: (a) advising the Debtors regarding their powers and duties in the continued management and operation of their business and properties; (b) attending meetings and negotiating with creditors and other parties-in-interest and advising the Debtors on the conduct of their cases, including all of the legal and administrative requirements of operating in Chapter 11; (c) advising the Debtors in connection with post-petition financing arrangements and drafting documents relating thereto; (d) taking all necessary actions to protect and preserve the Debtors' estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtors may be involved and objections to claims filed against the estate; (e) preparing legal papers; (f) negotiating and preparing a plan of reorganization, disclosure statement and all related agreements or documents, and taking any necessary action to obtain confirmation of such plan; (g) attending meetings with third parties and participating in negotiations; (h) appearing before the bankruptcy court, any appellate courts and the U.S. trustee; and (i) other necessary legal services. Brett Lieberman, Esq., the firm's attorney who will be principally working on the case, will charge $410 per hour. The hourly rates for the other attorneys at Edelboim range from $215 to $450. The rate for the legal assistants and paralegals begins at $125 per hour. The retainer fee is $200,000. Mr. Lieberman disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Edelboim can be reached through: Brett Lieberman, Esq. Edelboim Lieberman Revah Oshinsky, PLLC 20200 W. Dixie Highway, Suite 905 Miami, FL 33180 Telephone: (305) 768-9909 Facsimile: (305) 928-1114 Email: brett@elrolaw.com About Path Medical Path Medical, LLC and Path Medical Center Holdings, Inc. filed their voluntary petitions for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 21-18338) on Aug. 28, 2021. Manual Fernandez, chief executive officer, signed the petitions. At the time of the filing, Path Medical listed $30,047,477 in assets and $86,494,715 in liabilities whiled Path Medical Center listed $220,060 in assets and $76,988,419 in liabilities. Brett Lieberman, Esq., at Edelboim Lieberman Revah Oshinsky, PLLC represents the Debtors as legal counsel. PROFESSIONAL DIVERSITY: Appoints Larry Aichler as CFO ----------------------------------------------------- The board of directors of Professional Diversity Network, Inc. appointed Larry Aichler to serve as the company's chief financial officer, effective Sept. 1, 2021. Mr. Aichler has been employed by the company as director of finance (and interim chief financial officer) pursuant to an offer letter dated April 6, 2021 Mr. Aichler has over 25 years of accounting experience, primarily focused in such areas as technical accounting and guidance, U.S. Securities and Exchange reporting, financial reporting, and risk management. Prior to joining the company, Mr. Aichler recently served as managing director of Financial Reporting for International Speedway Corporation from 2008 to 2021. Mr. Aichler also worked as an auditor for Ernst & Young. He received his Bachelors of Science in Accounting from the University of Southern California and is a Certified Public Accountant licensed by the Commonwealth of Massachusetts. On Aug. 26, 2021, Professional Diversity Network entered into an employment agreement with Mr. Aichler. Under the employment agreement, Mr. Aichler will receive an annual base salary of $160,000. He will be eligible to receive an annual bonus in an amount to be determined by Professional Diversity Network in its sole discretion based on its assessment of the company's and executive's performance (such bonus amount will not exceed $80,000 annually). Mr. Aichler will also participate in all benefit plans and programs, subject to certain conditions and exceptions, as are generally provided by the company to its full-time employees. About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse professionals. Through an online platform and its relationship recruitment affinity groups, the Company provides its employer clients a means to identify and acquire diverse talent and assist them with their efforts to recruit diverse employees. Its mission is to utilize the collective strength of its affiliate companies, members, partners and unique proprietary platform to be the standard in business diversity recruiting, networking and professional development for women, minorities, veterans, LGBT and disabled persons globally. Professional Diversity reported a net loss of $4.35 million for the year ended Dec. 31, 2020, compared to a net loss of $3.84 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $6.04 million in total assets, $5.07 million in total liabilities, and $964,228 in total stockholders' equity. Wilmington, DE-based Ciro E. Adams, CPA, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 9, 2021, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROSPECT-WOODWARD HOME: To Sell to Covenant in Chapter 11 --------------------------------------------------------- Caleb Symons of Sentinel Source reports Hillside Village Keene, the Wyman Road retirement community dealing with a financial crunch due to low enrollment, will likely be sold to an Illinois-based nonprofit that runs similar facilities nationwide, officials announced Monday, August 30, 2021. The deal between the Prospect-Woodward Home -- the Keene nonprofit that opened Hillside Village in 2019 — and Covenant Living Communities & Services in Skokie, Ill., is set to be finalized as part of a Chapter 11 bankruptcy case, according to a news release from the two organizations. Hillside Village filed that case Monday, August 30,2021, in the U.S. Bankruptcy Court for the District of New Hampshire in order to execute its sale to Covenant Living, the news release states. The two entities have already concluded a purchase agreement, though other bidders for the sprawling retirement community would still be considered in federal bankruptcy proceedings, it states. Covenant Living would pay $33 million for Hillside Village, court filings show. Known as a "lifecare community," the 222-unit facility offers a full continuum of health care — from rehabilitative services to 24-hour nursing care — and employs nearly 150 people. Citing financial troubles due largely to the COVID-19 pandemic, however, Hillside Village officials announced in February that the organization was looking for a buyer and would likely file for Chapter 11 — a process that allows it to restructure bond obligations with court approval instead of permission from all of its bondholders. The cash crunch, which the officials attributed to having paused new move-ins and site visits during the pandemic, caused Prospect-Woodward to miss a bond payment worth nearly $2 million on the community last winter, they said. OnePoint Partners, a national senior-care consultant hired to help navigate Hillside Village's financial situation, determined that the organization needed a cash infusion to remain viable, OnePoint Managing Director Tom Brod told The Sentinel earlier this 2021. Hillside Village residents pay an entrance fee that ranges from about $217,000 to $665,000, depending on the size of their apartment and their eligibility for a refund if they leave, as well as a monthly fee that averages $4,500, Brod said. Nearly a quarter of its 140 independent-living units were vacant in February, he said at the time. "We don't have the reserves that we had planned on because we didn’t get the entrance fees," he said. "And now we don't have the ongoing revenue that we had planned on because we don't have a high enough occupancy." Prospect-Woodward considered a number of bids for Hillside Village before inviting six organizations to visit the facility, Brod said Monday, August 30, 2021. After narrowing that group down further, he said officials selected Covenant Living, a faith-based organization that operates 18 senior-living facilities around the country. "This really is very good news," Brod said, adding that Covenant Living has agreed to honor all Hillside Village residents' contracts and employee compensation. "They're intending on maintaining the quality if not even making it better." A ministry of the Evangelical Covenant Church dating to 1886, Covenant Living serves 5,500 residents at retirement communities in nine states, according to the news release Monday, August 30, 2021. Those include facilities in California, Florida and Illinois, as well as one in Cromwell, Conn. "We are excited about the potential of acquiring Hillside Village Keene as Covenant Living and Hillside Village Keene leadership have similar values and a mission of serving older adults," Covenant Living President and CEO Terri Cunliffe said in the release. "Covenant Living is committed to providing its residents with an environment that promotes active and engaging lifestyles." Hillside Village officials expect operations at the facility to continue undisturbed during the bankruptcy proceedings, according to the news release. Brod said Monday, August 30, 2021, that he anticipates Hillside Village will be auctioned in that case in late October or early November 2021. At that point, other organizations will be able to bid for the community but would need to offer more than Covenant Living, he said. If approved by the court, the facility's acquisition by Covenant Living will require state regulators' approval, he said. Hillside Village's financial troubles prompted a lawsuit in May from an elderly Peterborough couple who said Prospect-Woodward hadn't reimbursed them more than $400,000 for an entrance fee they said they're owed after moving out of the retirement community last 2020. A financial adviser with OnePoint Partners has said that Prospect-Woodward can't return those funds until resolving its financial situation, however. Cheshire County Superior Court Judge David Ruoff ruled in June that the organization must return $403,200 to the couple once it stabilizes its finances, if not earlier. Acknowledging that the pandemic kept Hillside Village from reaching high enrollment numbers, Nancy Crawford, the chairwoman of its board of trustees, said Monday, August 30, 2021, that health protocols at the facility worked as intended. (Though like many senior-living facilities, Hillside Village dealt with a COVID-19 outbreak when at least 23 residents and staff contracted the virus, and one person died, late last 2020, according to the N.H. Department of Health and Human Services.) "All our efforts during the many months of mandated quarantine were directed to keeping residents safe from the devastating and contagious virus," she said in the news release. "And in that regard, we were quite successful." About Prospect-Woodward Homes The Prospect-Woodward Home, doing business as Hillside Village Keene, owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long term nursing care units located on or about 95 Wyman Road, Keene, New Hampshire, comprising approximately 66 acres. On Aug. 30, 2021, Prospect-Woodward Home sought Chapter 11 protection (Bankr. D.N.H. Case No. 21-10523). The Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Bruce A. Harwood is the case judge. The Debtor tapped POLSINELLI PC, led by Jeremy R. Johnson, and Stephen J. Astringer, as counsel; and GRANDBRIDGE REAL ESTATE CAPITAL LLC as investment banker. It also tapped HINCKLEY, ALLEN & SNYDER LLP as regulatory counsel; and ONEPOINT PARTNERS and SILVERBLOOM CONSULTING, LLC as corporate counsel. ACCOMMUNICATION PARTNERS is the public relations consultant. DONLIN, RECANO & COMPANY, INC., is the claims agent. PROSPECT-WOODWARD: Seeks Cash Collateral Access ----------------------------------------------- The Prospect-Woodward Home asks the U.S. Bankruptcy Court for the District of New Hampshire for authority to, among other things, use cash collateral and provide adequate protection. The Debtor operates a state-of-the-art continuing care retirement community located in Keene, New Hampshire . The development of the Facility was financed through the issuance of $93,015,000 in New Hampshire Health and Education Facilities Authority Revenue Bonds, Hillside Village Issue, Series 2017 by the New Hampshire Health and Education Facilities Authority pursuant to that certain Bond Indenture, dated as of June 1, 2017 between the Issuer and the Bond Trustee, UMB Bank, N.A. UMB Bank, N.A., in its capacity as successor trustee for the bonds, has a first priority security interest in substantially all of the Debtor's assets, subject only to the pari passu lien of Savings Bank of Walpole in Gross Receipts. As of the Petition Date, the amounts due and owing by the Debtor with respect to the Bonds and the obligations under the Bond Documents are: a. Unpaid principal on the Bonds in the amount of $60,445,000; b. Accrued but unpaid interest on the Bonds in the amount of $0; and c. unliquidated, accrued and unpaid fees and expenses of the Bond Trustee and its professionals incurred through the Petition Date. The amounts, when liquidated, will be added to the aggregate amount of the Bond Claim. Due to the effects of COVID-19 and certain construction defects on the Community's census, the Debtor was unable to fully make a debt service payment in June 2020 and the Bond Trustee drew upon the DSRF in the amount of $1,801,555.01. The Debtor was also unable to make the payment due under the Bond Documents in January and July 2021. On March 6, 2021, the Bond Trustee swept the funds from the Trustee Held Funds, except for the DSRF, which collectively contained approximately $1.73 million on that date. On July 6, 2021, the Bond Trustee swept additional funds from the DSRF, which had a balance of $[2.8 million] on that date. With the consent of the Bond Trustee, the Debtor and SBW are parties to a Construction Loan Agreement dated as of April 22, 2019 which provided a line of credit of up to $3,000,000. The use of the SBW Loan proceeds were limited to the funding of completion of construction at the Community. A portion of the SBW Loan balance was repaid with proceeds of the sale of the prior Prospect Home and Woodward Home properties (in which SBW was granted a collateral assignment) in 2019. By its terms, the SBW Loan is not a revolving line of credit so any repaid amounts are not available for further lending and use by the Debtor. The expiration date for the SBW Loan has been extended to December 31, 2021. As of the Petition Date, the amounts due and owing by the Debtor with respect to the SBW Loan and the obligations under the Construction Loan Agreement are: a. Unpaid principal on the SBW Loan in the amount of $1,727,760; b. Accrued but unpaid interest on the SBW Loan in the amount of $0; and c. unliquidated, accrued and unpaid fees and expenses of SBW and its attorneys incurred through the Petition Date. The amounts, when liquidated, will be added to the aggregate amount of the SBW Claim. The Debtor requires the use of cash collateral on an interim basis to continue patient care and protect residents, fund operations, pay U.S. Trustee fees, and pay professionals. The Debtor believes that its proposed Cash Collateral Budget will be adequate to pay all administrative expenses due or accruing during the interim period. Pursuant to a Forbearance Agreement, the Bond Trustee has agreed to make certain advances on behalf of the Debtor in connection with urgent construction needs up to $570,000. The Postpetition Advances will be made and otherwise used in a manner consistent with the terms of the Forbearance Agreement. As adequate protection for the Debtor's use of cash collateral, each Secured Party will have a pari passu, valid, perfected, and enforceable replacement lien and security interest in (i) all Postpetition Collateral of the same type as such Secured Party's Prepetition Collateral to the same extent, validity, perfection, enforceability, and priority of the liens and security interests of each Secured Party as of the Petition Date. As additional adequate protection for any diminution, and solely to the extent of such Diminution, each Secured Party will have superpriority administrative expense claims pursuant to Bankruptcy Code section 507(b) with recourse to and payable from any and all assets of the Debtor's estate. The Debtor will also make adequate protection payments consistent with the Cash Collateral Budget in an amount of $50,000 per month to the Bond Trustee and $5,000 per month to the SBW. A copy of the motion is available at https://bit.ly/3mOz4W2 from PacerMonitor.com. About The Prospect-Woodward Home The Prospect-Woodward Home owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long term nursing care units located on or about 95 Wyman Road, Keene, New Hampshire, comprising approximately 66 acres. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N. H. Case No. 21-10523) on August 30, 2021. In the petition signed by Toby Shea, chief restructuring officer, the Debtor disclosed up to $50 million in assets and up to $50 million in liabilities. Judge Bruce A. Harwood oversees the case. Jeremy R. Johnson, Esq., and Stephen J. Astringer, Esq., at Polsinelli PC serve as the Debtor's counsel. PROSPECT-WOODWARD: Taps Donlin Recano as Claims Agent ----------------------------------------------------- The Prospect-Woodward Home seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to hire Donlin, Recano & Company, Inc. as its claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. The firm's hourly rates are as follows: Executive Management No charge Senior Bankruptcy Consultant $175 to $205 per hour Case Manager $160 to $175 per hour Consultant/Analyst $130 to $155 per hour Technology/Programming Consultant $95 to $120 per hour Clerical $35 to $45 per hour Donlin will also be reimbursed for out-of-pocket expenses incurred. Nellwyn Voorhies, executive director of Donlin Recano, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Donlin can be reached at: Nellwyn Voorhies Donlin, Recano & Company, Inc. 6201 15th Avenue Brooklyn, NY 11219 Tel: (800) 591-8236 About Prospect-Woodward Homes The Prospect-Woodward Home, doing business as Hillside Village Keene, owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long-term nursing care units located at 95 Wyman Road, Keene, N.H., comprising approximately 66 acres. On Aug. 30, 2021, Prospect-Woodward Home sought Chapter 11 protection (Bankr. D.N.H. Case No. 21-10523), listing up to $50 million in assets and up to $100 million in liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Polsinelli, PC as bankruptcy counsel; Hinckley, Allen & Snyder, LLP as regulatory counsel; Onepoint Partners and Silverbloom Consulting, LLC as corporate counsel; Grandbridge Real Estate Capital, LLC as investment banker; and ACcommunication Partners as public relations consultant. Donlin, Recano & Company, Inc. is the claims and noticing agent. PURDUE PHARMA: Launches Stealth Campaign to Sway U.S. Officials --------------------------------------------------------------- Brian Mann of NPR reports that with a federal judge poised to approve its controversial Chapter 11 plan, Purdue Pharma is working behind the scenes to preempt a legal challenge by the Department of Justice. Purdue Pharma launched a behind-the-scenes effort in recent days aimed at discouraging the Justice Department from appealing a pending multibillion-dollar bankruptcy settlement for the OxyContin-maker. NPR acquired an early draft of a letter distributed by the drug company to groups supportive of the bankruptcy deal. The letter is framed as a direct appeal to DOJ officials and purports to be written by those injured by the company and members of the Sackler family. "We collectively speak for the overwhelming majority of the state and local governments, organizations, and individuals harmed by Purdue and the Sacklers," the letter states. There is no mention in the document of the company's role launching the effort or crafting the message. Ryan Hampton, an opioid activist who served on a key committee negotiating the bankruptcy deal, expressed outrage at Purdue Pharma's effort. "This letter was highly inappropriate. It was wrong," Hampton told NPR. "It was written, proposed and pushed at the eleventh hour at the beckoning of Purdue Pharma." Hampton, who is in recovery from opioid addiction, said he resigned his position as co-chair of the so-called unsecured creditor's committee Tuesday, August 31, 2021, to protest the lobbying effort. "Why is this letter coming from Purdue's counsel recommending that all creditors sign onto it? This just didn't look right," Hampton said. The preemptive pressure campaign comes as federal Judge Robert Drain has signaled he will approve the plan Wednesday, September 1, 2021, at a hearing in White Plains, N.Y. Three sources with close knowledge of the effort described it in detail to NPR. Two of the individuals suggested Purdue Pharma was engaged in a good-faith bid to protect a fragile settlement, which has gained backing from most of the state and local governments that sued the Sacklers and their drug company. A third source expressed discomfort with the company's efforts to dissuade the DOJ from filing an appeal. All three indicated a Justice Department challenge of a confirmed plan appears likely, though not certain. They agreed to speak only on background because of the sensitive nature of last-minute negotiations aimed at building additional support for the deal. The letter warns that any Justice Department appeal would "jeopardize the delivery of billions of dollars" to communities struggling with high rates of addiction, overdose and death. The document's language suggests Purdue Pharma hoped it would eventually be signed by state attorneys general, local government officials, hospitals and a group representing individual victims of the company's opioid products. Purdue Pharma declined to answer questions about the letter or the bankrupt company's bid to influence DOJ decision-making. The Justice Department hasn't said conclusively whether it will challenge the settlement in court and declined NPR's request for comment. The Justice Department has condemned the deal. The deal has sparked intense controversy in part because it would grant broad immunity from opioid lawsuits to members of the Sackler family as well as hundreds of their associates. The Sackler's remaining empire -- including drug companies headquartered overseas — will be sheltered from opioid liability as will other independent firms that partnered with Purdue Pharma. The Sacklers would admit no wrongdoing and will remain one of the wealthiest families in the world. In return, they would pay more than $4.3 billion over the next decade, most of which would go to fund drug treatment and other health care programs designed to ease the opioid crisis. During a two-week bankruptcy trial that concluded Friday, attorneys for two different branches of the DOJ indicated an appeal is possible. They argued the liability releases demanded by the Sacklers are unlawful and would violate the constitutional rights of those with potential claims against the family. In a legal brief, DOJ attorney William Harrington accused the Sacklers of gaming the bankruptcy system to avoid accountability for "alleged wrongdoing in concocting and perpetuating for profit one of the most severe public health crises ever experienced in the United States." The letter drafted by Purdue Pharma on behalf of the company's victims urges the DOJ to accept the settlement with the Sacklers. The letter describes a deal granting family members protection from opioid lawsuits as "imperfect [but] better for those harmed by the opioid epidemic than any other alternative." Purdue Pharma has long worked to influence DOJ decisions Sources knowledgeable about Purdue Pharma's lobbying effort suggested such efforts were commonplace in complex bankruptcy cases. They also suggested that the letter drafted by the company would be rewritten before being sent to the Justice Department. Members of the Sackler family played no role in drafting the document. It was unclear how many organizations involved in the bankruptcy deal might ultimately sign it. Purdue Pharma has a long and successful history pressuring DOJ decision-makers. In 2007, the firm's attorneys pressured Justice Department officials to abandon plans to file felony criminal charges against company executives over what were considered illegal opioid marketing schemes. Instead, Purdue officials pleaded guilty to misdemeanor charges and paid more than $600 million in fines. "At the eleventh hour, top political appointees at the Department of Justice blocked those indictments and, as a result, a much weaker set of plea agreements was entered into with these Purdue executives that really amounted to a slap of the wrist," said Sen. Maggie Hassan, D-N.H., in a 2019 interview with NPR. Last year, facing the threat of new federal charges, the company negotiated again with the DOJ. Purdue Pharma ultimately pleaded guilty to felony crimes for deceptive marketing of OxyContin, but there were no individual charges filed against company executives. Under that deal, the Sacklers agreed to pay the DOJ $225 million as part of a civil settlement. They weren't charged with any crimes and admitted no wrongdoing. Some lawmakers are pushing the DOJ to appeal the Purdue Pharma plan Purdue Pharma isn't alone in trying to sway the DOJ's decision on whether to challenge the bankruptcy settlement after it's approved. Earlier this month, four Democratic lawmakers -- two U.S. senators and two House members -- wrote a letter to Attorney General Merrick Garland urging him to block implementation of the plan. "There is still time for the DOJ to play a key role in this case by seeking an immediate direct appeal ... on the constitutionality of the plan's nonconsensual third-party releases," the lawmakers wrote. Sens. Elizabeth Warren, D-Mass., and Richard Blumenthal, D-Conn., signed the letter, as did Reps. Carolyn Maloney, D-N.Y., and Mark DeSaulnier, D-Calif. During the bankruptcy trial, meanwhile, critics of the plan suggested an appeal is all but certain, if it is approved by Judge Drain. "We urge you not to make the historic mistake of confirming this plan," argued Matthew Gold, an attorney representing Washington, Oregon and the District of Columbia, which still oppose the settlement. "The plan contains fatal flaws [and] will be reversed on appeal," Gold said during a hearing on Aug. 23. Some say it will help ease the opioid crisis But supporters of the plan argue it would distribute money quickly to fund drug treatment and other health care programs designed to ease the opioid crisis. "A long messy appeal does not help the still struggling people, nor does it help rebuild communities devastated by the crisis," argued Arik Preis, an attorney representing groups harmed by Purdue Pharma that have embraced the settlement. He also spoke during the Aug. 23 bankruptcy hearing. Purdue Pharma introduced OxyContin in the late 1990s. Critics say the company's aggressive and at times misleading marketing campaigns persuaded doctors to prescribe opioids more liberally, helping usher in the deadly opioid crisis. More than 500,000 Americans have died from fatal overdoses, according to the Centers for Disease Control and Prevention. By their own reckoning, the Sacklers earned more than $10 billion from opioid sales, though they say nearly half of that money went to pay taxes. Family members who served on Purdue Pharma's board have said repeatedly that they did nothing wrong and acted ethically. However, documents made public during court proceedings show some family members pushed sales of highly addictive opioid pills long after abuse and overdose rates surged. During the trial, Drain has pushed those involved in crafting the bankruptcy deal to narrow liability releases for the Sacklers and their associates. At a final hearing on Friday, Judge Drain spoke at length about his fear the deal might still be challenged on appeal. He warned that such an appeal would delay distribution of desperately needed funds. "One thing that is crystal clear from the record of the trial is that time is no one's friend," Drain said. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. PURDUE PHARMA: Tests Liability Shields Limits in Bankruptcy ----------------------------------------------------------- Daniel Gill of Bloomberg Law reports that Purdue Pharma LP's insistence on a bankruptcy settlement that would shield its billionaire owners from civil lawsuits related to OxyContin's role in the opioid epidemic -- while allowing the Sacklers to avoid filing for bankruptcy themselves -- is pushing the limits of a common tool in Chapter 11 cases. At issue is a plan for Purdue's owners to contribute $4.35 billion to the company's bankruptcy estate, but only if the family members and hundreds of related individuals or companies, including the Sacklers' grandchildren, consultants, and financial advisers, also receive immunity. The company has submitted three new versions of its plan in the past week in order to enhance its chances of confirmation. The plan now limits the liability shield to conduct directly related to opioids and reduces the number of parties outside of the Sacklers themselves who would get protection. The Sacklers still would enjoy very broad litigation releases. The releases in the case, which have been heavily criticized, could spur other organizations with mass tort claims to try similar tactics, bankruptcy watchers say. They could erode creditors and tort litigants' faith in the Chapter 11 proceedings, and may even drive Congress to take action. Purdue is using the bankruptcy system "to effect national opioid policy," said Melissa Jacoby, a bankruptcy law professor at the University of North Carolina at Chapel Hill. "The language for confirmation here is not just about dollars and cents; they're talking about access to opioid abatement resources," she said. It's rare for bankruptcy cases to involve litigation releases for companies or individuals that have been accused of wrongdoing. But in court testimony this month, former Purdue board member David Sackler made it clear the family would withhold its $4.35 billion financial contribution unless it got blanket legal immunity, even though they and their assets aren't before the bankruptcy court. Traditionally, bankrupt companies offering releases to non-bankrupt parties do so in exchange for a financial contribution to the Chapter 11 plans. In many cases, those releases are consensual because creditors approve them when they vote on the plan. The publicity of the Purdue case could damage the integrity of the Chapter 11 process, in addition to raising constitutional concerns, Jacoby said. "I worry about how people will perceive the system," she said. "Will they perceive it as not being fair, irrespective of whether it actually was fair?" $10 Billion Settlement The company's plan would pay about $10 billion to settle possibly trillions of dollars in claims stemming from the opioid crisis. It "represents the culmination of extensive efforts over many years to achieve a resolution of Purdue's opioid liability that will deliver the most value, most effectively, to the parties most in need," a group of state and local governments said in a court filing supporting the plan. But liability releases for non-bankrupt parties like the Sacklers confer the benefits of bankruptcy without subjecting them to the bankruptcy court's scrutiny, objectors say. The releases also allow them to dodge the possible appointment of an independent trustee to take over assets or business operations. The Sacklers have been publicly accused of contributing to the opioid epidemic. Purdue Pharma itself previously pleaded guilty to felonies related to misbranding OxyContin and misleading physicians about the drug's addiction risks. Congressional Action The Purdue case is likely to prompt more lawyers to find creative ways to take advantage of the bankruptcy system in cases involving mass torts—as opposed to most cases that involve only financial insolvency—like the Boy Scouts of America and USA Gymnastics, Jacoby said. That is, unless Congress steps in. The Nondebtor Release Prohibition Act (S. 2497), introduced July 28 by Sens. Elizabeth Warren (D-Mass.), Dick Durbin (D-Ill.), and Richard Blumenthal (D-Conn.), would prohibit releases for parties whose assets aren’t subject to creditors' reach in bankruptcy court. A companion measure (H.R. 4777) was introduced in the House the same day by Reps. Jerrold Nadler (D-N.Y.) and Carolyn Maloney (D-N.Y.). "Non-debtor releases have become a weapon used by corporate insiders to deprive the people they've harmed of the rights and remedies they deserve," Nadler said in a statement issued at the bill's introduction. "The bankruptcy process is supposed to provide a fresh start, not a license for the powerful—from the Sackler family to Harvey Weinstein to the people who enabled years of abuse of Olympic gymnasts, boy scouts, and young parishioners—to prey on ordinary Americans," he said. Constitutional Questions Third-party releases provide an economically expeditious resolution to complex legal questions, "but the Constitution doesn't care about economic efficiency," Jacoby said. There are legitimate due process concerns when it's not clear which claims a bankruptcy plan is releasing and how much they're worth, she said. About 95% of more than 120,000 votes cast were in favor of plan approval, including almost 97% of 5,000 state and local governments that voted, according to Purdue. "The preliminary voting results demonstrate a broad consensus among every organized creditor group in these proceedings, and we will continue to work for even greater consensus ahead of the confirmation hearings," company Chairman Steve Miller said in a statement. But more personal injury claimants in the Purdue case didn't vote at all than voted in favor of the plan, perhaps because it was too much for them to digest or they simply never got notice despite the company's outreach efforts, Jacoby said. Reading a bankruptcy plan is a daunting task even for trained lawyers, let alone members of the public. Purdue's plan—which would block government legal actions as well as private suits—also raises federalism concerns because it involves a federal court calling the shots for state and local governments, Jacoby said. The objecting states—which include Connecticut, Maryland, and Washington—pointed out "how extraordinary it is for a bankruptcy plan to enjoin a state attorney general from doing its consumer protection job against third parties that weren’t even in bankruptcy," she said. No Justice? The lawmakers behind S. 2497 characterized the legislation as a way to "expand access to justice for those harmed by bad actors." But that's not what bankruptcy and litigation releases are about, said Lindsey Simon, a professor at the University of Georgia School of Law. Rather, Chapter 11 is designed to maximize assets and reorganize the business, paying creditors in an organized manner, Simon said. It gives a company breathing room to negotiate debt, right-size operations, and come up with ways to survive. Bankruptcy also prevents a "race to the courthouse" among competing creditors, Simon said. In Purdue's case, failing to release the Sacklers and the other non-bankrupt released parties would spur a host of opioid litigation in any number of state or federal courthouses. And whoever gets there first would have a much better chance of collecting, Simon said. The Sacklers also wouldn't be willing to contribute what amounts to nearly half the entire amount administered through the plan without getting these broad releases in return. "Justice is not a core bankruptcy concept," Simon said. "What a lot of people want—holding alleged wrongdoers accountable—isn't what the process is designed to do." About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. RITORI LLC: Unsecured Creditors Out of Money in Sale Plan --------------------------------------------------------- Ritori, LLC filed with the U.S. Bankruptcy Court for the District of Maryland a Disclosure Statement with respect to the Plan of Liquidation dated August 30, 2021. Marsalret, LLC and Triplet, LLC are not parties to this Disclosure Statement or the Chapter 11 Plan of Liquidation. It is anticipated that Triplet will file its own Chapter 11 Plan of Reorganization. Inasmuch as Marsalret operates a Restaurant from the Commercial Property, it is likely that after the sale of the Commercial Property, Marsalret will cease operations and dismiss its Chapter 11 case. Each of the Chapter 11 cases are pending before the Honorable Lori S. Simpson. As part of the Chapter 11 Case, the Debtor and Marsalret evaluated their ability to (i) restructure their existing credit facilities with the Community Bank; (ii) secure financing alternatives; and (iii) sell all or substantially all of their Assets. After evaluating their options, the Debtor and Marsalret, in consultation with their professionals, determined that only viable option was to sell the Assets for the benefit of Creditors. On June 4, 2021, the Debtor and Marsalret filed a Motion for Order (A) Approving Sale Procedures Related to the Sale of Real Estate and Certain Personal Property Free and Clear of Liens, Claims, Encumbrances and Other Interests; (B) Approving Form of Auction Purchase and Agreement of Sale; (C) Authorizing Public Auction and (D) Granting Related Relief (the "Sale Procedures Motion"). On June 21, 2021, the Court entered an Order approving the Sale Procedures Motion. Pursuant to the Sale Procedures Order, an Auction of the Assets was conducted beginning on August 12, 2021, and concluding on August 17, 2021. The Auction resulted in the high bid of Omid Ilkhan in the amount of $2,030,000.00, plus a 6% buyer's premium, for a total of $2,151,800.00 (the "High Bid"). The Debtor and Marsalret also obtained a back-up bid from JRT Holdings, LLC equal to the amount of the High Bid. Class 1 consists of the Allowed Secured Claim of Calvert County, Maryland in the approximate amount of $114,735.00, plus accrued interest at the legal rate. The Class 1 Allowed Secured Claim of Calvert County shall be paid by the Debtor in full at closing from the proceeds of the sale of the Commercial Property. Class 1 is Unimpaired under the Plan. Class 2 consists of the Allowed Secured Claim of Community Bank of the Chesapeake, secured by the Commercial Property. The Class 2 Secured Claim of Community Bank shall be Allowed in the full amount of its Claim, and shall be paid at closing from the proceeds of the sale of the Assets. The Debtor anticipates there will be insufficient funds to pay the Class 2 Allowed Secured Claim in full, in which case the Under-Secured portion of the Class 2 Claim, estimated to be approximately $779,853.00 (i.e. the Allowed Class 2 Claim minus the net sale proceeds), shall be treated as a Class 4 Allowed General Unsecured Claim. Class 3 consists of the Allowed Under-Secured Claim of Eugenia Magafan. The Class 3 Claim is wholly unsecured pursuant to Section 506 of the Bankruptcy Code, and is the subject of a Motion to Determine Secured Status filed in this Chapter 11 Case on August 28, 2021. To the extent the Motion to Determine Secured Status is granted, the Class 3 Claim will be reclassified, in its entirety, as a Class 4 Allowed General Unsecured Claim, in which case Class 3 will contain no further Claims, and the lien asserted by the Holder of the Class 3 Claim shall be void. Class 4 consists of Allowed General Unsecured Claims, comprised entirely of the estimated Under-Secured Claim of Community Bank in the estimated amount of $779,853.00, and the wholly Under-Secured claim of Eugenia Magafan in the amount of $430,961.77. Each Holder of an Allowed Class 4 Claim shall receive their pro rata share of the balance of the proceeds from the sale of the Commercial Property after all Allowed Claims in Classes 1-3 are paid, to the extent sufficient funds exist. The Debtor anticipates that no funds will be available for payment to Holders of Class 4 Claims. Class 4 is Impaired. Class 5 consists of Equity Interests in the Debtor. As of the Petition Date, the membership interests in Ritori, LLC were owned by Salvatore Lubrano (35%); Maria Lubrano (35%); Rita Lubrano (5%); Enrico Lubrano (20%) and Antonia Lubrano (5%). The Holders of the Class 5 Equity Interests in the Debtor will receive no distributions under the Plan on account of such Equity Interests. Following closing on the sale of the Commercial Property and the distribution of sale proceeds pursuant to the Plan, the Equity Interests will be deemed cancelled and extinguished, without any further act or action under any applicable law, regulation, order or rule. The Plan will be funded from the sale of the Commercial Property. Though the Debtor has a claim against Marsalret for unpaid rent, the Debtor does not believe the unpaid rent claim is collectible. Creditors are expected to receive a distribution based on the priority of their liens, if any, and consistent with the provisions of the Plan and the Bankruptcy Code A full-text copy of the Disclosure Statement dated August 30, 2021, is available at https://bit.ly/3tisHM5 from PacerMonitor.com at no charge. Counsel to Ritori, LLC: McNamee Hosea, P.A. Steven L. Goldberg 6411 Ivy Lane, Suite 200 Greenbelt, Maryland 20770 T: 301-441-2420 About Ritori LLC Ritori LLC and its affiliates, Marsalret LLC and Triplet LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead Case No. 19-24473) on Oct. 29, 2019. Lori S. Simpson oversees the cases. At the time of the filing, Ritori had between $1 million and $10 million in both assets and liabilities. Marsalret and Triplet disclosed total assets of up to $50,000 and total liabilities of up to $10 million. The Debtors are represented by Steven L. Goldberg, Esq., at McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. ROCKWORX INC: Gets OK to Hire Fox Law as Lead Bankruptcy Counsel ---------------------------------------------------------------- Rockworx, Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to hire The Fox Law Corporation, Inc. to serve as lead counsel in its Chapter 11 case. Fox Law will render these services: a. provide the Debtor with legal advice with respect to its powers and duties; b. assist the Debtor in the development of a plan of reorganization under Chapter 11; c. file the necessary pleadings, reports and actions, which may be required in the continued administration of the Debtor's property under Chapter 11; d. take necessary actions to enjoin and stay until final decree continuation of pending proceedings and to enjoin and stay until final decree the commencement of proceedings and all matters as may be provided under Section 362 of the Bankruptcy Code; and e. perform all other legal services for the Debtor, which may be necessary but not to represent the Debtor in non-bankruptcy proceedings. The firm's hourly rates are as follows: Steven R. Fox $500 per hour Janis Abrams $450 per hour Barry R. Wegman $450 per hour Paralegal $125 per hour Rockworx Equipment, an entity in which the Debtor's principal holds a majority interest, transferred $70,000 to Fox Law. Of this amount, $1,738 was set aside as the Chapter 11 fee for this case. Meanwhile, $15,000 was transferred by Fox Law to Kutner Brinen Dickey Riley, P.C., the Debtor's local counsel, as pre-bankruptcy retainer. As disclosed in court filings, Fox Law is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven R. Fox, Esq. The Fox Law Corporation, Inc. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Phone: (818) 774-3545 Fax: (818) 774-3707 Email: srfox@foxlaw.com About Rockworx Inc. Rockworx, Inc., an aggregate supplier in Pueblo, Colo., filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-14527) on Aug. 31, 2021, listing $1,310,706 in assets and $1,310,706 in liabilities. Rockworx President Sean Dudley signed the petition. Judge Kimberley H. Tyson oversees the case. The Fox Law Corporation, Inc. and Kutner Brinen Dickey Riley, P.C. serve as the Debtor's lead bankruptcy counsel and local counsel, respectively. ROTARY AUTO: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Rotary Auto Sales, LLC f/d/b/a Rotary Auto Center 1830 Lisbon Road Lewiston, ME 04240 Business Description: Rotary Auto Sales, LLC is a family owned and operated used car dealer in Lewiston, Maine. The Company also provides automotive repair and maintenance services. Chapter 11 Petition Date: August 31, 2021 Court: United States Bankruptcy Court District of Maine Case No.: 21-20188 Judge: Hon. Peter G. Cary Debtor's Counsel: J. Scott Logan, Esq. LAW OFFICE OF J. SCOTT LOGAN, LLC 75 Pearl Street Portland, ME 04101 Tel: 207-699-1314 E-mail: scott@southernmainebankruptcy.com Total Assets: $1,025,000 Total Liabilities: $2,298,387 The petition was signed by Erica Williams, member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XZ6J2KI/Rotary_Auto_Sales_LLC__mebke-21-20188__0001.0.pdf?mcid=tGE4TAMA SARACEN DEVELOPMENT: Moody's Hikes CFR to 'B3' ---------------------------------------------- Moody's Investors Service upgraded Saracen Development, LLC's Corporate Family Rating and $285 million senior secured notes due 2025 to B3 from Caa1, and its Probability of Default Rating to B3-PD from Caa1-PD. The rating outlook is positive. Saracen owns Saracen Casino Resort in Pine Buff, Arkansas, located 45 minutes from Little Rock, Arkansas. The company is a wholly owned unrestricted subsidiary of Downstream Development Authority and has its own financing structure. There are no explicit guarantees or cross-default provisions that link the two entities. As a result, Saracen and Downstream Development Authority are rated on a standalone basis with each rating factoring in the common ownership and relationship between the companies. The one-notch CFR upgrade to B3 considers that Saracen Casino Resort has performed well since opening (October 2020) and will generate annual EBITDA of between $64 million and $70 million in its first complete year of operations, above Moody's prior $60 million first year EBITDA expectation. This performance was despite the challenges and uncertainty related to the coronavirus, and Moody's initial concerns that there is only a limited history of commercial gaming in Arkansas. Saracen's EBITDA for the latest 12-month period ended June 30, 2021, which only includes about 8 months of full operating results, was about $47 million. And while debt-to-EBITDA on a June 30, 2020 LTM basis is high, at 7.2x, Moody's projected debt-to-EBITDA range for the first full year of operations is between 5.2x and 4.7x, which is below Moody's previous 5.5x upgrade factor at a Caa1 CFR. The one-notch upgrade also considers the improvement in Saracen's liquidity. Saracen will generate a considerable amount of annual free cash flow relative to its EBITDA, in part due to its high EBITDA margin, at over 40% on a June 30, 2021 LTM basis, and in part due to limited capital expenditure needs considering the Saracen Casino Resort has only been open less than a year. Moody's estimates that Saracen will generate at least $20 million of free cash flow in its first full year of operations and maintain close to $25 million of unrestricted cash on its balance sheet. The upgrade of Saracen's $285 million senior secured notes considers that it accounts for almost all of the company's debt capital. The positive rating outlook considers that in addition to successfully opening despite the challenges presented by the coronavirus and a new casino market, Moody's expects that there will be a gradual easing of social distancing requirements that will result in increased visitation along with increased EBITDA and improving leverage. Upgrades: Issuer: Saracen Development, LLC Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Corporate Family Rating, Upgraded to B3 from Caa1 Senior Secured Notes, Upgraded to B3 (LGD3) from Caa1 (LGD3) Outlook Actions: Issuer: Saracen Development, LLC Outlook, Changed To Positive From Negative RATINGS RATIONALE Saracen's B3 Corporate Family Rating considers that Saracen is well located in the southeastern Arkansas - about 50 miles from Little Rock, a major population center. Also considered is the fact that there is little in the way of direct casino competition. Saracen's closest competitor is an existing horse track and racino located southwest - about 60 miles from Little Rock. The casino is also managed by Downstream Development Authority that successfully constructed, opened and has profitably managed the Downstream Casino Resort located in Oklahoma since 2008. Saracen previously generated revenue from a moderately sized casino annex, but the main casino opened in October 2020. Key credit concerns include the company's short operating history in that the casino has been open less than one year. Saracen's relatively small and single asset profile are also a risk because the company is dependent on regional economic conditions and would be vulnerable in the event there are new competitive developments in its drawing area. Another concern is that Saracen's revenue and earnings are also dependent on cyclical discretionary consumer spending, and there is uncertainty regarding the sustainability of the current earnings level when a broader range of competitive leisure activities reopen. The coronavirus outbreak and the government measures put in place to contain it continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, the recovery is tenuous, and continuation will be closely tied to containment of the virus. As a result, a degree of uncertainty around Moody's forecasts remains. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The gaming sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, Saracen remains vulnerable to a renewed spread of the outbreak. Saracen also remains exposed to discretionary consumer spending that leave it vulnerable to shifts in market sentiment in these unprecedented operating conditions. Additional social risk for gaming companies includes evolving consumer preferences related to entertainment choices and population demographics that may drive a change in demand away from traditional casino-style gaming. Younger generations may not spend as much time playing casino-style games (particularly slot machines) as previous generations. Data security and customer privacy risk is elevated given the large amount of data collected on customer behavior. In the event of data breaches, the company could face higher operational costs to secure processes and limit reputational damage. Moody's expects Saracen will apply its cash flow from operations less capital expenditures to a combination of expansion development and debt repayment. Saracen's current debt covenants preclude distributions to the Tribe at this time. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A higher rating can be achieved once Moody's has a higher degree of confidence that the risks related to the coronavirus have lessened further and the operating environment improves along with revenue and earnings visibility. Moody's would also need to be comfortable that earnings are sustainable. An upgrade is also dependent on Saracen achieving and maintaining debt-to-EBITDA below 4.5x. Saracen's ratings could be downgraded if the company is unable to sustain the projected earnings level, economic conditions in its drawing area weaken, or there is increased competition. A deterioration in liquidity, shareholder distributions or acquisitions could also lead to a downgrade. In addition, debt-to-EBITDA sustained above 5.5x or cash flow from operations less capital expenditures that is weak or negative could result in a downgrade. Saracen is a wholly-owned unrestricted subsidiary of Downstream Development Authority with its own independent financing structure. Saracen was established to develop, own and operate Saracen Casino Resort in Pine Buff, Arkansas, located 45 minutes from Little Rock, Arkansas. A 300-slot annex opened in September 2019 and the main casino resort with 2,000 slots plus table games opened in October 2020. Downstream Development Authority is an instrumentality of the Quapaw Tribe of Oklahoma, owner of Downstream Casino Resort located in Northeast Oklahoma. Net revenue for the June 30, 2021 LTM period was $114 million. The principal methodology used in these ratings was Gaming published in June 2021. SARACEN DEVELOPMENT: S&P Upgrades ICR to 'B-' on Casino Opening --------------------------------------------------------------- S&P Global Ratings raised its issuer-credit rating on Arkansas-based gaming operator Saracen Development LLC to 'B-' from 'CCC'. S&P also raised the issue-level rating on the company's senior secured notes by two notches to 'B-'. S&P said, "The positive outlook reflects that we could raise our ratings on Saracen over the next year if it continues to improve its operating performance such that we believe its leverage will remain under 5x, incorporating potential future development spending. The upgrade to 'B-' reflects Saracen's faster-than-expected EBITDA and cash flow ramp-up to a level that covers fixed charges despite delays in Saracen Casino Resort's opening and initial operating restrictions. Despite headwinds associated with the COVID-19 pandemic, which considerably delayed the casino's opening to late October 2020 from June 2020, Saracen's operating performance has ramped up quickly since its opening in early fiscal 2021. Saracen reported strong sequential revenue growth in its fiscal second and third quarters, and cash flow generation has ramped up to a level that can cover Saracen's fixed charges. S&P said, "Although we believe some of the positive trends are a result of a more limited number of alternate entertainment and travel options, the effects of multiple federal stimulus packages, the rollout of COVID-19 vaccines across the U.S., the relaxation of restrictions (e.g., mask mandates and revised guidance and capacity limits), and sizable consumer savings and pent-up demand, we believe demand for gaming will likely remain relatively stable for the next several quarters given our economists' forecast for good consumer spending growth. Furthermore, we expect Saracen will also benefit from operating in a limited license jurisdiction and its location advantage given its proximity to the densely populated Little Rock market and from easy access to I-530 and U.S. 65, which, by drive-time, makes Saracen the closest casino to Little Rock." In addition to sequential revenue growth of more than 40% in its fiscal second and third quarters of 2021, Saracen also reported better-than-expected margin performance with an S&P Global Ratings-adjusted EBITDA margin in the mid-40%. S&P said, "Like other regional gaming operators, we believe Saracen reevaluated its planned post-opening cost structure and marketing strategies during the pandemic and that it will be able to maintain many of its cost efficiencies. As a result, we now expect Saracen's margin to be in the high-30% to low-40% range. This compares to our previous forecast for EBITDA margins to be in the high-20% to low-30% range for its first few years of operations. We expect some margin degradation over the next year as we anticipate that Saracen will increase its marketing and labor spending as the property continues to ramp up and will need to compete for consumers' discretionary income as other travel and entertainment options fully reopen. Notwithstanding this margin degradation, we expect leverage to improve to the high-4x area in fiscal 2021 and to further improve to the mid-3x area in 2022 before potential future investment spending." Future investment spending and financing plans for Phase 2 are important risk factors. S&P said, "Our updated base-case forecast assumes Saracen could build significant cushion relative to our 5x leverage upgrade threshold by the end of its fiscal 2022 before potential future investment spending. Although Saracen's first phase of development is largely complete, we believe it intends to complete the construction of its hotel and event center in Phase 2. Our base case currently does not assume any material capital expenditures (capex) for the completion of Phase 2 given uncertainties around the size of the project, development timeline, and financing plans. We believe Saracen would likely need to seek some additional financing given the potential cost to build out the hotel and event center." Depending on the company's development timeline and the mix of incremental debt and cash flow Saracen uses to fund Phase 2, it could slow the company's deleveraging path. S&P said, "We believe Saracen is strategically important to its owner, Downstream Development Authority (DDA). Although DDA's ability to provide financial support is limited, we view the new casino as strategically important to its long-term growth prospects. Saracen diversifies DDA into a new and well populated market surrounding Little Rock with limited current and future competition compared with its property in Oklahoma. The new casino also doubled DDA's consolidated gaming offerings and is generating significant cash flow. We expect Saracen will account for over half of DDA's consolidated revenue and EBITDA once it ramps up. DDA owns 100% of Saracen, consolidates it into its financial statements, is required to maintain majority voting power, and has ancestral ties to the area. DDA demonstrated its willingness and intent to support the development by transferring the gaming license to Saracen and providing start-up capital, development, and management services. As a result, our issuer credit rating on Saracen is capped by our issuer credit rating on DDA. "The positive outlook reflects that we could raise our ratings on Saracen over the next year if it continues to improve its operating performance such that we believe leverage will remain under 5x, incorporating potential future development spending. "We could raise the rating one notch once it is more certain Saracen can sustain debt to EBITDA under 5x and EBITDA coverage of total interest above 2x, incorporating future growth investments and potential additional competition. Our issuer credit rating on Saracen is also currently capped by our issuer credit rating on DDA given its strategic importance to DDA's growth objectives and ownership of Saracen." S&P could revise its outlook to stable on Saracen if: -- S&P expects leverage to be above 5x; and -- This could occur if there is a drop in demand for gaming because of increased competition from alternate entertainment and travel options, or if Saracen fully finances future development spending with incremental debt. SEA OAKS COUNTRY: Unsecureds to Get Nothing in Liquidating Plan --------------------------------------------------------------- Sea Oaks Country Club, LLC ("Country Club") and Sea Oaks Golf Club, LLC ("Golf Club" and collectively referred to as "Debtor") filed with the U.S. Bankruptcy Court for the District of New Jersey a Disclosure Statement for the Plan of Liquidation dated August 30, 2021. Debtor's Plan proposes to pay certain creditors holding Allowed Claims with the proceeds that remain from the sale of substantially all of Debtor's Assets. The Effective Date of the proposed Plan is the date on which the conditions enumerated in the Plan have been fulfilled. During the Chapter 11 Case, Debtor continued to market the Assets in order to find a buyer. Debtor had discussions with several prospective purchasers. However, despite there being interest from several potential buyers, no one made a firm offer. Accordingly, in order to move the sale process forward (which was necessary to move the Chapter 11 Case forward), and with the goal of stimulating competitive bidding and multiple offers, Debtor entered into a sale agreement with Atlantic Homes that provided for the sale of substantially all of the Assets for $3,000,000.00. Pursuant to the sale agreement, $200,000.00 was allocated to the Liquor License, which amount was to be paid in cash, and $2,800,000.00 was allocated to the remainder of the Assets that were designated as acquired assets under the sale agreement, which amount was credited against the Atlantic Homes Secured Claim. The sale agreement with Atlantic Homes was subject to higher and better offers from any third party in accordance with the bidding procedures that were previously approved by the Bankruptcy Court. After consideration of the legal issues before the Court, namely whether the Lifetime Membership Agreements could be rejected by and through the sale process, the Bankruptcy Court approved the sale and entered the Sale Order. The Sale Order approved the sale to Atlantic Homes provided for in the sale agreement free and clear of all Liens, Claims and encumbrances. The Sale Order also expressly provided for the rejection of the Lifetime Membership Agreements, primarily because those agreements were not recorded in the land records of Ocean County. The sale of all real estate and personal property (excluding the Liquor License) to Atlantic Homes closed on February 3, 2021. The closing of Liquor License sale remains pending, although the cash purchase price is readily available to Debtor. Debtor filed a motion to substantively consolidate the Golf Club and Country Club bankruptcy Estates, which the Court also granted. As a result, the assets and liabilities of Golf Club and Country Club are combined while intercompany debts are eliminated, and Claims filed against or scheduled by Golf Club that are duplicative of claims filed against or scheduled by Country Club (and vice versa) have been reduced to a single claim. As a result, all creditors hold a single claim against the combined Estate. The Plan will treat claims as follows: * Class 1 consists of Atlantic Homes Secured Claim. The Holder of the Atlantic Homes Secured Claim purchased substantially all of Debtor’s Assets in accordance with the Sale Order and the vast majority of the purchase price was credited against the Atlantic Homes Secured Claim. Atlantic Homes agreed to waive the balance due and owing on account of the Atlantic Homes Secured Claim which, as of February 3, 2021, was not less than $7,640,342.50. * Class 2 consists of Sysco Priority Claim. The Sysco Priority Claim shall be paid in full (without interest) on or as soon as reasonably practical after the Effective Date of the Plan. * Class 3 consists of Deposit Holder Priority Claims. The Deposit Holder Priority Claims shall be paid in full (without interest) on or as soon as reasonably practical after the Effective Date of the Plan. * Class 4 consists of Fulton Bank Claims. Claim 56 shall be paid $5,000 as a Priority Claim which shall be paid in full (without interest) on or as soon as reasonably practical after the Effective Date, and the balance of the Claim shall be an Allowed General Unsecured Claim and shall be paid zero. Claim 116 shall be treated as a duplicate claim and shall be paid zero. * Class 5 consists of HOA Claim. The Holder of the HOA will be paid $3,400 on or as soon as reasonably practical after the Effective Date of the Plan. * Class 6 consists of General Unsecured Claims. The Holders of General Unsecured Claims will be paid nothing and receive nothing of value under the Plan. The Holders of General Unsecured Claims are not entitled to vote on the Plan since they are presumed to reject the Plan. * Class 7 consists of Equity Interests. The Holders of Equity Interests will be paid nothing and receive nothing of value under the Plan. The proceeds from the sale of the Liquor License and a contribution of new value by Atlantic Homes, Inc. shall be used to fund all payments under the Plan. By virtue of the Consolidation Order: (i) there is only one Estate; (ii) all Claims of either Debtor against the other have been eliminated; and (iii) any Claim of any creditor against both Debtors has been reduced to one Claim in order to prevent duplication of payment. A full-text copy of the Disclosure Statement dated August 30, 2021, is available at https://bit.ly/2WBnnrd from PacerMonitor.com at no charge. Attorneys for Debtors: Timothy P. Neumann, Esq. BROEGE NEUMANN FISCHER & SHAVER, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 E-mail: Timothy.neumann25@gmail.com About Sea Oaks Country Club Sea Oaks Golf Club LLC is a golf resort that offers 18 hole semi-private golf course that is open to the public, Golf Shop, Restaurant & Grill Room. Sea Oaks Country Club LLC manages the golf course and leases the property from Sea Oaks Golf Club. Sea Oaks Country Club and Sea Oaks Golf Club sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 20-17229) on June 3, 2020. Sea Oaks Country Club disclosed $344,900 in assets and $12.92 million in liabilities. Sea Oaks Golf Club reported assets of about $5.3 million in a Chapter 11 filing. Joseph Mezzina, managing member of J & J Partnership, signed the petitions. Timothy P. Neumann of Broege Neumann Fischer & Shaver, LLC, serves as counsel to the Debtors. SEADRILL LTD: Signs Restructuring Deed SeaMex Liquidators --------------------------------------------------------- Seadrill Limited (OSE: SDRL, OTCPK:SDRLF) and Seadrill New Finance Limited ("Issuer) announced Aug. 31, 2021, the entry into a restructuring implementation deed (the "RID") by, among others, the joint provisional liquidators of SeaMex Ltd. (in provisional liquidation), and the refinancing of the SeaMex senior secured bank debt by the issuance of new senior secured notes (the "New SeaMex Notes"). SeaMex is a 50/50 joint venture entered into by one of the Issuer's subsidiaries, Seadrill JU Newco Bermuda Ltd. These are the next key steps in the restructuring of SeaMex. For further details on the SeaMex restructuring, please refer to the 2 July Announcement. The RID sets out the steps required to implement the SeaMex restructuring. A key step in the RID is the sale of the assets of SeaMex out of provisional liquidation to a newly incorporated wholly owned subsidiary of the Issuer ("NewCo"). The share purchase agreement, which will effect this sale, is in agreed form and is expected to be entered into by the relevant parties shortly. The key terms of the share purchase agreement and related documentation include: -- SeaMex sells substantially all of its assets to NewCo in return for: * NewCo assuming substantially all of SeaMex’s liabilities * Release of the guarantee provided by SeaMex in respect of the New SeaMex Notes, with NewCo acceding as guarantor in respect of the New SeaMex Notes * Release of a substantial part of certain debt owed by SeaMex to one of the Issuer's indirect subsidiaries, Seadrill SeaMex SC Holdco Limited ("SC Holdco"), with a material amount remaining owing by SeaMex as part of the agreed implementation steps -- Certain other customary provisions including certain releases and indemnities from the SeaMex group in relation to the SPA -- The completion of the sale is subject to certain customary conditions, including certain antitrust approvals In addition, as part of the steps set out by the RID, certain of the debt owed by SeaMex to SC Holdco is being accelerated as part of the orderly implementation of the SeaMex restructuring given the objective to release a substantial part of this debt as partial consideration for the sale of the SeaMex assets. The RID also contains certain customary provisions, including certain customary releases. The key terms of the New SeaMex Notes are: Amount: c. $219m (including upfront fee) Tenor: 3 years with call protection Rate: 12% PIYC and payable quarterly Collateral: secured on a senior basis by substantially all the assets of the SeaMex group Ability to upsize: additional uncommitted shelf note facility in an aggregate principal amount of up to $120m For further details regarding the key terms of the New SeaMex Notes, please refer to the commercial term sheet exhibited to the 2 July Announcement. This announcement relates to the restructuring and refinancing of SeaMex. It remains the case that under Seadrill Limited's plan of reorganisation (the "Plan") existing shareholders of Seadrill Limited will receive 0.25% of the new equity, subject to dilution, if classes 4 and 6 of Seadrill Limited’s creditors vote to accept the Plan, and otherwise will not receive any recovery. Consummation of the Plan is subject to a number of customary terms and conditions, including court approval. About Seadrill Ltd. Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) -- http://www.seapdrill.com/-- is a deepwater drilling contractor providing drilling services to the oil and gas industry. As of March 31, 2018, it had a fleet of over 35 offshore drilling units that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up rigs. On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection after reaching terms of a reorganization plan that would restructure $8 billion of funded debt. It emerged from bankruptcy in July 2018. Demand for exploration and drilling has fallen further during the COVID-19 pandemic as oil firms seek to preserve cash, idling more rigs and leading to additional overcapacity among companies serving the industry. In June 2020, Seadrill wrote down the value of its rigs by $1.2 billion and said it planned to scrap 10 rigs. Seadrill said it is in talks with lenders on a restructuring of its $5.7 billion bank debt. Seadrill Partners LLC, a limited liability company formed by deep-water drilling contractor Seadrill Ltd. to own, operate and acquire offshore drilling rigs, along with its affiliates, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020, after its parent company swept one of its bank accounts to pay disputed management fees. Mohsin Y. Meghji, authorized signatory, signed the petitions. On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2 Limited, and Asia Offshore Rig 3 Limited sought Chapter 11 protection. Seadrill GCC estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the Court. The lead case is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427). Seadrill Limited disclosed $7.291 billion in assets against $7.193 billion in liabilities as of the bankruptcy filing. In the new Chapter 11 cases, the Debtors tapped Kirkland & Ellis LLP as counsel; Houlihan Lokey, Inc. as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Jackson Walker LLP as co-bankruptcy counsel; Slaughter and May 2021 as co-corporate counsel; Advokatfirmaet Thommessen AS as Norwegian counsel; and Conyers Dill & Pearman as Bermuda counsel. Prime Clerk LLC is the claims agent. On April 9, 2021, the board of directors of Debtor Seadrill North Atlantic Holdings Limited unanimously adopted resolutions appointing Steven G. Panagos and Jeffrey S. Stein as independent directors to the board. Seadrill North Atlantic Holdings Limited tapped Katten Muchin Rosenman LLP as counsel and AMA Capital Partners, LLC as financial advisor at the sole direction of independent directors. SEQUENTIAL BRANDS: Commences Voluntary Chapter 11 Proceedings ------------------------------------------------------------- Sequential Brands Group, Inc., on Aug. 31, 2021, disclosed that it, together with its wholly-owned subsidiaries, has commenced voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. The Company determined that, as a result of the significant debt on its corporate balance sheet, it was no longer able to operate its portfolio of brands. Accordingly, in conjunction with the filing, the Company will pursue the sale of all or substantially all of its assets under Section 363 of the U.S. Bankruptcy Code. The Company will seek approval from the Court of auction and bidding procedures that are designed to maximize the value of the Company's assets through an open process that enables interested buyers to submit a bid or bid(s) on the Company's assets. The Company believes that each of its brands is well-positioned for profitability under the stewardship of new owners. In connection with this in-court process, Sequential will be obtaining $150 million in debtor-in-possession ("DIP") financing from its existing Term B Lenders. The Company expects this new financing, together with cash generated from ongoing operations, to provide ample liquidity to support its operations during the sale process. The proposed transactions will be implemented pursuant to the terms of a Restructuring Support Agreement reached between the Company and its Term B Lenders. Sequential has filed a number of customary motions seeking court approval to continue supporting its operations during the court-supervised process, including the continued payment of employee wages and benefits without interruption and other relief measures customary in these circumstances. Additional information regarding Sequential's financial restructuring, including court filings and information about the claims process, are available at www.kccllc.net/SQBG or by calling Sequential's claims agent, Kurtzman Carson Consultants LLC, at (866) 556-7696 (toll-free in the U.S. or Canada) or (781) 575-2048 (for parties outside the U.S.) or sending an email to SequentialBrandsInfo@kccllc.com. Please also refer to the Company's form 8-K filed as of the date of this press release. About Sequential Brands Sequential Brands Group (NASDAQ:SQBG) together with its subsidiaries, owns various consumer brands. The company licenses its brands for a range of product categories, including apparel, footwear, fashion accessories, and home goods. Sequential Brands Group, Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11194) on Aug. 31, 2021. The Company disclosed total assets of $442,774,937 and debt of $435,073,539 as of Aug. 30, 2021. The Hon. John T. Dorsey is the case judge. Gibson, Dunn & Crutcher LLP and Pachulski Stang Ziehl & Jones LLP are serving as Sequential's legal counsel. Stifel and its affiliate Miller Buckfire & Co. are serving as Sequential's investment banker. Kurtzman Carson Consultants LLC is the claims agent. SPL PARTNERS: Involuntary Chapter 11 Case Summary ------------------------------------------------- Alleged Debtor: SPL Partners LLC 540 Atlantic Avenue Lower Level Brooklyn, NY 11217 Business Description: SPL Partners LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Involuntary Chapter 11 Petition Date: August 31, 2021 Court: United States Bankruptcy Court Eastern District of New York Case No.: 21-42248 Judge: Hon. Elizabeth S. Stong Petitioners' Counsel: Ralph E. Preite, Esq. KOUTSOUDAKIS & IAKOVOU LAW GROUP PLLC 90 Broad Street, 10th Floor New York, NY 10009 Tel: 212-710-2629 E-mail: ralph@kilegal.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WGDBDWY/SPL_Partners_LLC__nyebke-21-42248__0001.0.pdf?mcid=tGE4TAMA Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Xemex LLC, as assignee $649,938 of $100,000 promissory note, and directly for $547,983 in commissions 540 Atlantic Avenue Brooklyn, NY 11217 Angelo Gerosavas Promissory Note $100,000 238 91st Street Brooklyn, NY 11209 Stacey Angelides Promissory Note $30,000 8500 4th Ave. plus interest Brooklyn, NY 11209 TALEN ENERGY: Fitch Lowers LT IDR to 'CCC+', Outlook Negative ------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) for Talen Energy Supply, LLC (Talen) by one notch to 'CCC+' from 'B-'. Concurrently, Fitch has downgraded Talen's senior secured debt to 'B+'/'RR1' from 'BB-'/'RR1' and the senior unsecured notes, including the outstanding $100 million Pennsylvania Economic Development Financing Authority Series A bonds, to 'CCC+'/'RR4' from 'B-'/RR4'. Recovery Ratings (RR) 1 indicates outstanding recovery and 'RR4' indicates average recovery in the event of default. The Rating Outlook remains Negative. The downgrade of Talen's IDR reflects the company's preference to capitalize the growth businesses at the asset level rather than at the holding company level, which, in Fitch's view, has significantly diminished the likelihood of any equity support to right size the highly leverage capital structure. With forecasted leverage, as measured by recourse Debt to EBITDA, averaging 7.2x and FFO fixed charge coverage averaging 1.7x over 2021-2023, Fitch views the current capital structure as untenable. In its second quarter earnings call, management indicated that it has been evaluating liability management proposals received from creditor groups. The Negative Outlook reflects continued uncertainty around the recovery in power demand and the outcome in the future PJM capacity auctions as well as the likelihood or timing of any liability management actions. Despite the reduction in available liquidity during the second quarter of 2021, Fitch considers Talen's liquidity to be adequate and minimal debt maturities over 2021-2023 provide some runway before Talen meets a maturity wall over 2024-2026. KEY RATING DRIVERS Preference for Asset Level Financing: Management remains focused on its strategic transformation and recapitalization strategy, which comprises moving Talen away from coal towards renewable and digital infrastructure assets, addressing the high leverage at Talen, and attracting third-party equity and joint ventures partners to fund future growth. Management actions suggest a preference to fund the growth businesses via asset level financing, which may be detrimental to Talen with regards to its deleveraging plans. At its ESG investor day in May, management outlined its intention of raising $600 million to $800 million of new equity at the holding company, Talen Energy Corporation, to fund its growth initiatives. However, subsequent to investor feedback, management may fund these businesses at the asset level, which lowers the likelihood of distributions to Talen for debt reduction. As an example, the bitcoin mining business has been set up under Cumulus Coin Holdings, LLC, which is an indirect subsidiary of Talen Energy Corporation. Talen has invested $45 million in cash in Cumulus Coin Holdings, LLC in return for a convertible preferred equity ownership. The other growth businesses i.e. Montour decarbonization, renewables, battery storage, and data centers, are currently set up as subsidiaries of Talen. However, the capital structure could be modified depending upon the discussions with providers of third-party capital given the available investment capacity in debt documents. Altogether, since inception Talen has invested approximately $87 million in cash in these growth initiatives. Second Quarter Disappoints: Talen reported lower than expected EBITDA during the second quarter led by lower realized energy margin and higher O&M expenses driven by both planned and unplanned outages. Management reduced 2021 adjusted EBITDA guidance to a range of $500 million-$540 million, from a prior range of $500 million-$600 million. Adjusted FCF is expected to be between $0-$30 million from a prior range of $0-$80 million. Capitalizing on Opportunistic Hedging: Management took advantage of the recent strength in natural gas and power prices to layer in hedges during the second quarter. As of July 28, 2021, Talen was 86% hedged for the balance of 2021, followed by 77% hedged for 2022 and 43% for 2023. While, the recent improvement in commodity environment and higher hedged disclosure provide upside to Fitch's estimates, Fitch believes a constructive outcome of the future PJM capacity market auctions is key for long-term stability of EBITDA at Talen and improvement in credit metrics. The outcome of the 2022/2023 PJM Base Residual Auction held in May was disappointing. Talen cleared approximately 8,480MWs in the auction at a weighted average price of $101.83/MW-day compared to 9,656MWs cleared in the 2021/2022 auction at a weighted average price of $148.70/MW-day. According to management estimates, this will drive approximately $209 million decline in auction revenue, which will weigh over 2022-2023 EBITDA. Elevated Leverage: Fitch expects Talen's recourse Debt to EBITDA to be average 7.2x over 2021-2023. Fitch includes only recourse debt in its leverage calculation and includes distribution from Lower Mt. Bethel - Martins Creek non-recourse subsidiary in its adjusted EBITDA calculation. Fitch assumes that Talen will pay down 2021-2023 maturing debt using cash on hand and does not expect Talen to make a distribution to its owners over this time period. Absent material improvement in power prices and capacity auction outcomes, the capital structure of Talen looks untenable. Limited Geographical Diversity: PJM, which comprises the Mid-Atlantic region, is by far the largest power market for Talen with 75% of its MWs located here. Fitch generally has a favorable view of the PJM market since the three year forward looking capacity auctions provide additional cash flows to a generator simply for making its capacity available. That said, the recent auction held in May 2021 for the 2022/2023 planning year produced disappointing outcome as a result of lower peak demand, new generation and auction participants' bidding behavior, among other factors. Talen also has limited fuel diversity. Its Susquehanna nuclear plant contributes approximately 57% of total realized energy margin. While the nuclear plant has been running at industry leading capacity factors, any unforeseen adverse event could be material to Talen. Recovery Analysis: The individual security ratings at Talen are notched above or below the IDR as a result of the relative recovery prospects in a hypothetical default scenario. Fitch values the power-generation assets that guarantee the parent debt using a net present value (NPV) analysis. A similar NPV analysis is used to value the generation assets that reside in nonguarantor subsidiaries, and the excess equity value is added to the parent recovery prospects. The generation asset NPVs vary significantly based on future gas price assumptions and other variables, such as the discount rate and heat rate forecasts in PJM, ERCOT and the Northeast. For the NPV of generation assets used in Fitch's recovery analysis, Fitch uses the plant valuation provided by its third-party power market consultant, Wood Mackenzie, as well as Fitch's own gas price deck and other assumptions. The NPV analysis for Talen's generation portfolio yields approximately $140/kW for PJM Coal, $600/kW for Susquehanna nuclear and an average of $400/kW for the natural gas generation assets. DERIVATION SUMMARY Talen is unfavorably positioned compared to Vistra Energy Corp. (Vistra; BB+/Stable) and Calpine Corp. (B+/Stable) with respect to size, asset composition and geographic exposure. Vistra is the largest independent power producer in the country with approximately 39 GW of generation capacity compared to Calpine's 26GW and Talen's 13GW. Talen lacks geographical diversity, but Fitch considers PJM as a constructive market for power generators given the capacity auction construct. Vistra benefits from its ownership of large and well entrenched retail electricity businesses in contrast to Calpine, whose retail business is much smaller. Talen has a modest retail business focused on C&I customers. Calpine's younger and predominant natural gas fired fleet bears less operational and environmental risk as compared to nuclear and coal generation assets owned by Vistra and Talen. In addition, Calpine's EBITDA is more resilient to changes in natural gas prices and heat rates as compared to its peers. Talen's forecasted leverage is the highest among its peers, which positions its rating lower than its peers. Fitch forecasts Talen's debt to EBITDA leverage ratio, excluding non-recourse subsidiaries, above 7.0x, which is weaker than Calpine's 5.0x and significantly weaker than Vistra's 3.0x. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Modest recovery in energy prices in PJM and ERCOT; -- 2022/2023 PJM capacity auction results as announced and assuming modestly better results for the 2023/2024 auction; -- Maintenance capex averaging $225 million annually; -- No dividend to the owners; -- No equity infusion toward debt reduction; -- 2021-2023 maturities paid using cash on hand and FCF. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- The Outlook can be stabilized if recourse debt to adjusted EBITDA is below 7.0x on a sustainable basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Negative FCF generation on a sustained basis; -- Liability management activities that diminish the recovery for the unsecured note holders; -- Any incremental secured leverage and/or deterioration in NPV of the generation portfolio that lead to downward rating pressure on the unsecured debt. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of June 30, 2021, Talen had approximately $800 million of liquidity available, including $329 million of unrestricted cash, $281 million availability under the $690 million revolving credit facility and $190 million availability under two unsecured LC facilities that provide for issuance of LCs of up to $100 million each. Talen's available liquidity has reduced from $1.2 billion at the end of first quarter due to an increase in collateral postings driven by a higher commodity environment and increased hedging activity during the quarter. Going forward, cash on-hand may be reduced by Talen's investments in the growth businesses, however, Fitch does not expect these contributions to materially reduce liquidity over the near term. The revolving credit facility matures in March 2024. The available revolver capacity is subject to 4.25x senior secured leverage ratio covenant at each quarter end, which stood at 3.7x as of June 30, 2021. The two LC facilities expire in June 2023 and December 2023, respectively. Capacity revenue monetization and $300 million in second lien capacity could serve as additional funding sources. There are modest debt maturities over 2021-2023. The nearest significant debt maturity consists of $543 million of senior unsecured notes due 2025. ISSUER PROFILE Talen Energy Supply (Talen), a subsidiary of Talen Energy Corporation, is an independent power producer (IPPs) that owns approximately 13,000MW of power generation capacity. Talen is owned by Riverstone Holdings, LLC, a private equity firm. Talen's power generation capacity is concentrated in the PJM region, which accounts for approximately 75% of total MWs. Talen owns approximately 6GW of coal-fired generation but has committed to cease all coal-fired operations by 2028. ESG COMMENTARY Unless otherwise disclosed in this section, the highest level of ESG Credit Relevance is a Score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch includes only recourse debt in its leverage calculation and includes distribution from Lower Mt. Bethel - Martins Creek non-recourse subsidiary in its adjusted EBITDA calculation. TCP INVESTMENT: Wins Cash Collateral Access ------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky, Lexington Division, has authorized TCP Investment Properties, LLC to use cash collateral on a recurring monthly basis from August 28, 2021, unless and until the Court orders otherwise. As previously reported by the Troubled Company Reporter, Whitaker Bank, Inc. asserts a lien on the Cash Collateral. Whitaker alleges it is owed in excess of $2,400,000 (including legal fees) under seven notes. In addition, Madison County, the City of Richmond and the owners of the 2017 ad valorem tax bills each have liens against the Debtor's real property. In July 2019, Whitaker Bank filed a suit in Madison Circuit Court styled Whitaker Bank, Inc. v. TCP Investment Properties, LLC, et al., Case No. 19-CI-00432, seeking to foreclose the mortgages securing its loans. Lexington Rental Homes of KY, Inc. was appointed as a receiver for the Property by the Madison Circuit in November 2019. As ongoing adequate protection for any diminution in the value of Whitaker Bank's interests in the Cash Collateral, pursuant to 11 U.S.C. sections 361 and 363, the Cash Collateral Creditor is granted liens upon the rents from all property of the Debtor of the same type of collateral and priority as existed as of the Petition Date, subject only to any valid and enforceable, perfected, and non-avoidable liens of other secured creditors. The Replacement Liens granted will be deemed effective, valid, and perfected as of the Petition Date without the necessity of the filing or lodging by or with any entity of any documents or instruments otherwise required to be filed or lodged under applicable nonbankruptcy law. As additional adequate protection, the Debtor will continue to account for all cash use, and the proposed cash use as set forth in the Budget is being incurred primarily to preserve property of the Estate. A copy of the order is available at https://bit.ly/3t0bWVy from PacerMonitor.com. About TCP Investment Properties, LLC 36 TCP Investment Properties, LLC was organized in March 2012 for the purpose of acquiring a multi-unit residential development in Richmond, Kentucky. The company owns 18 townhomes in 4-plexes and a clubhouse, with a combined current value of $3.67 million. On August 4, 2021, the company filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 21-50906) in the U.S. Bankruptcy Court for the Eastern District of Kentucky. In the petition signed by Paul W. Baker, member, the Debtor disclosed $3,667,501 in total assets and $2,971,137 in total liabilities. Judge Tracey N. Wise oversees the case. Delcotto Law Group PLLC represents the Debtor as counsel. TRAVEL LEADERS: Moody's Ups CFR to Caa2 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service upgraded Travel Leaders Group, LLC's ( "TLG") corporate family rating to Caa2 from Caa3 and its probability of default rating to Caa2-PD from Caa3-PD. At the same time, Moody's upgraded the company's first lien senior secured credit facility rating (revolver and term loan) to Caa2 from Caa3. The outlook was changed to stable from negative. RATINGS RATIONALE "The upgrade of the CFR to Caa2 and stable outlook reflects our view that TLG's default risk has somewhat diminished given the company's enhanced liquidity position and expectation for a lower than expected monthly cash burn going forward, as travel demand gradually begins to recover," said Oleg Markin, a Moody's Assistant Vice President. "While TLG's operating performance will remain challenging due to the global widespread of COVID variants, which may result in new travel restrictions, we expect that all available cash sources to the company as well as ongoing sponsor support will help bridge to an anticipated recovery, " added Oleg Markin. Moody's projects that TLG's liquidity is sufficient to cover any cash shortfall over the next 12-15 months, including expectation that free cash flow will turn breakeven in the second half of 2022. In December 2020, the company received a $100 million commitment from its sponsors, through the issuance of new preferred shares. The shareholders further committed to provide an additional $50 million of preferred shares to the company to satisfy the minimum liquidity requirement over the next 12 months. As of June 30, 2021, the company issued $50 million of preferred shares and has approximately $100 million of additional capacity. Futhermore, TLG has adequate borrowing capacity under the revolving credit facility and can incur up to $22.5 million under its existing term loan to supplement its liquidity needs. Nevertheless, absent a marked recovery in EBITDA in 2022-2023, TLG's total debt will continue to increase due to the excessive amount of interest expense expected to accrue under the preferred shares and its capital structure will remain unsustainable, increasing the likelihood of a debt restructuring. The Caa2 CFR reflects the company's unsustainable capital structure, negative free cash flow expectations over the next several quarters and operating headwinds due to weak and slow recovery in travel. The travel industry faces many challenges, including new travel restrictions as the pandemic has yet to be contained. Moody's expects recovery in travel to be gradual and uneven through at least the second half of 2022 as new COVID variants pose meaningful risks. Despite an improved near-term liquidity profile, the company's capital structure remains unsustainable and would need to be addressed if the recovery takes longer than anticipated. Although operating losses and anticipated cash burn are expected to continue in the near term, the stable outlook reflects Moody's expectations TLG will have sufficient liquidity to meet its near-term obligations and its free cash flow will turn breakeven in the second half of 2022. TLG's liquidity is expected to be adequate over the next 12-15 months, but liquidity it at risk for deterioration depending on the duration of the pandemic and the pace of recovery. Sources of liquidity consist of approximately $50 million of balance sheet cash as of June 30, 2021 and Moody's expectation for cash flow deficit of $20-25 million per quarter in the second half of 2021, improving modestly in the first half of 2022, and turning breakeven/positive in the second half of 2022. The company's revolving credit facility, which was recently downsized to $45 million from $50 million and extended to January 25, 2023, had $27.6 million of additional excess borrowing capacity as of June 30, 2021, incorporating approximately $7.6 million of borrowings and $9.8 million letters of credit outstanding. As part of the recent amendment to the credit agreement, the springing net leverage ratio covenant was waived under revolving credit facility through December 31, 2022. However, TLG is subject to a $25 million monthly minimum liquidity covenant. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgrade of TLG's probability of default increases, liquidity deteriorates more significantly than expected, or if Moody's recovery expectations on the company's debt instruments were to weaken. The ratings could be upgraded if the company demonstrates meaningful improvement in revenue and earnings, sustainably decreases its debt-to-EBITDA that would support current capital structure, free cash flow turns at least breakeven and begins to address its debt maturity profile. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Upgrades: Issuer: Travel Leaders Group, LLC Probability of Default Rating, Upgraded to Caa2-PD from Caa3-PD Corporate Family Rating, Upgraded to Caa2 from Caa3 Senior Secured Bank Credit Facility, Upgraded to Caa2 (LGD3) from Caa3 (LGD3) Outlook Actions: Issuer: Travel Leaders Group, LLC Outlook, Changed To Stable From Negative TLG, headquartered in New York, NY manages corporate, leisure, franchise, and consortia travel operations under its network of diversified divisions and brands. The company owns more than 20 brands under a portfolio of distinct four divisions, including Altour, Travel Leaders Group, Global Travel Collection, and Bonotel. Certares is the largest shareholder of TLG. The company generated revenues of approximately $216 million for the last twelve months ended June 30, 2021. TWIN PINES: Seeks Cash Collateral Access Thru Dec 31 ---------------------------------------------------- Twin Pines, LLC asks the U.S. Bankruptcy Court for the District of New Mexico for authority to use cash collateral on an interim basis from October 1 to December 31, 2021, in accordance with its proposed budget. The Debtor requires the use of cash collateral to continue the operation of its business. Use of cash collateral is necessary for, among other things, equipment, payroll, payroll taxes, gross receipts taxes, insurance, materials and supplies, other expenses incurred in the ordinary course of the Debtor's business, and professional fees and expenses incurred in connection with the case. The Debtor collects rents from tenants residing in its multi-unit residential rental property under long-term leases and payments from customers who bring their vehicles to its car wash for cleaning. These rents and payments may constitute cash collateral. Twin Pines entered into a loan agreement with First National Bank pursuant to which Twin Pines may have granted First National Bank a security interest in its "cash collateral." As adequate protection to First National Bank, the Debtor proposes that: a. The Debtor will make monthly adequate protection payments to First National Bank of $2500 per month on the first business day of October, November, and December of 2021. b. First National Bank will continue to have a security interest upon, and the Debtor's obligations to First National Bank and will be secured by, a security interest in all assets in which 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. In addition, First National Bank will be granted a lien against property of the same type as the Pre-Petition Collateral acquired by the Debtor post-petition, to the extent of any reduction or diminution in the value of First National Bank's collateral. c. The Replacement Lien will be deemed valid and perfected as of the Petition Date, without further filing or recording under any applicable law, to the same extent as the liens in the Pre-Petition Collateral were valid and perfected at that time and will have the same priority as their liens and security interests in the Pre-Petition Collateral of the same type. The Replacement Lien will be retroactive to the Petition Date. d. Furthermore, the Debtor proposes as an additional adequate protection requirement to (1) maintain accurate records of operating revenues and expenses and provide such information to First National Bank upon reasonable written request; (2) timely pay all post-petition payroll taxes, unemployment taxes, and New Mexico CRS taxes incurred post-petition; and (3) maintain insurance as required by the United States Trustee and as otherwise required by First National Bank. A copy of the motion is available at https://bit.ly/3t7GVPx from PacerMonitor.com. About Twin Pines LLC 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. UNIVERSITY HOSPITAL: Fitch Affirms BB- on $254MM Revenue Bonds -------------------------------------------------------------- Fitch Ratings has affirmed the 'BB-' Issuer Default Rating (IDR) for University Hospital (UH) and affirmed at 'BB-' the revenue bond rating on the following New Jersey Health Care Facilities Financing Authority bonds issued on behalf of UH: -- $254,975,000 revenue and refunding bonds, University Hospital Issue series 2015A. The Rating Outlook is Stable. SECURITY General revenues of UH, a lockbox on unrestricted state appropriations, and a debt service reserve fund. There is no mortgage. ANALYTICAL CONCLUSION The 'BB-' rating reflects UH's thin net leverage profile, driven largely by UH's pension liability, with cash-to-adjusted debt below 15%. Even without inclusion of the pension liability, UH has a leverage profile consistent with a non-investment grade credit. UH has historically produced negative operating EBITDA margins, with yearly state appropriations enabling UH to produce thin positive EBITDA margins. EBITDA margins have ranged from 2.1% to 10% over the last five years. The performance reflects UH's challenging payor mix, with Medicaid and self-pay combining for approximately 50% of UH's gross payor mix. The 'BB-' rating also considers language in the 2012 Restructuring Act that established UH, in which the state recognized the essentiality of the services UH provides and the need to fund those services. The Act states that State funding provided to UH shall be sufficient to maintain the level of community services provided on (July 1, 2013) and to maintain UH as an acute care facility and trauma center. Although the level of funding is not sufficient to maintain an investment-grade financial profile, Fitch believes it supports the entity at a level that adequately mitigates default risk and UH's current 'b' financial profile assessment. Funding support includes the state's statutory financial commitment to UH, including currently funding UH's yearly pension contribution, and UH's essential role as the safety net hospital for Newark, NJ, the Level I trauma center for Northern New Jersey, and the teaching hospital for the Rutgers School of Biomedical and Health Sciences. KEY RATING DRIVERS Revenue Defensibility: 'bb' Essential Provider in Challenged Service Area UH's payor mix, with a very high combined level of Medicaid and self-pay (50% in FY21), is consistent with a weak revenue defensibility assessment. The payor mix represents the demographics of UH's service area, Newark NJ, which has a low median income and a high rate of poverty. Offsetting the weaker payor mix is UH's 75% market share in Newark and the essentiality of the services UH provides. UH currently has one of the highest all payor case mix indices in the state at 1.9, and the high acuity services that it provides, in addition to the trauma services, include a Level III neonatal intensive care unit, the largest liver transplant program in the state, and a stroke center. The essentially of UH's service was recently recognized by an additional $150 million earmarked to UH in FY22 from the state of NJ for the trauma services it provides. Operating Risk: 'b' Thin But Improving Operating Performance The weak operating risk assessment reflects UH's reliance on state appropriations to offset operating loses, with UH producing positive but generally thin EBITDA margins. Unaudited FY21 results show an improved overall financial profile performance, with the EBITDA margin improving to 10% from 6% in FY20, and that improvement was driven by stronger than budgeted volumes, good cost management, improved collections, and additional federal relief funding. As expected UH's annual state of NJ appropriation remained stable. Fitch expects UH's FY22 financial performance to remain largely consistent with the FY20 performance, with UH's yearly appropriation remaining stable. The stronger volumes and good cost management are expected to continue. Additionally, the Centers for Medicare and Medicaid Services has approved a state of New Jersey program that will enable the state to secure additional federal disproportionate share funding. That funding is expected to benefit UH by about $20 million a year, helping to offset the loss of CARES Act funding that came in FY21. The program is a five-year pilot. Capital spending from cash flow is expected to remain modest over the next two years, with other capital spending supported by grants or philanthropy. A study is being undertaken on the potential for a new tower project at UH. That project is not factored into the current rating. Fitch expects to have more clarity on the project within the next year, after the study is completed. Financial Profile: 'b' Limited Financial Flexibility in a Moderate Stress Scenario While UH's unrestricted liquidity and adjusted leverage metrics improved over the last year, UH's overall financial profile assessment remains weak, still indicative of a limited, albeit slightly stronger, financial cushion to handle a moderate stress scenario. The largest driver of the weak financial profile is UH's pension liability, which Fitch includes in UH's adjusted leverage metrics. UH has an ESG Relevance Score of '4' for Governance Structure due to UH's reliance on the state of NJ, including three board members appointed by the Governor, and which has an impact on the credit profile and is relevant to the rating in conjunction with other factors. Asymmetric Additional Risk Considerations No asymmetric risk considerations were applied in the rating determination. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- A material and sustained improvement in UH's adjusted leverage metrics, with cash-to-adjusted debt exceeding 50%, and improvement to UH's underlying operating performance, such that EBITDA margins stabilize above 10%. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- A decline in unrestricted state appropriations or a weakening in cash flow such that UH's unrestricted liquidity falls below $50 million. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of three notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CREDIT PROFILE UH is a component unit and instrumentality of the State of New Jersey and a body corporate and politic exercising public and essential government functions necessary for the welfare and health of the state. UH operates a medical center in downtown Newark on a 63-acre campus that it shares with Rutgers New Jersey Medical School and the Rutgers School of Dental Medicine. UH has 519 licensed beds, an active medical staff of more than 500 physicians, and more than 3,400 employees. Net Patient revenues in FY21 (unaudited) totaled approximately $592 million (excluding the state appropriations). With the 2015 debt issuance, a lockbox structure was put in place as an additional security feature. All unrestricted state appropriations flow through the lockbox, with the funds for debt service payments set aside. Only after the lockbox provisions have been satisfied are the appropriations released to UH for operations. Under the lockbox provisions, the debt service payments accrue over the first three months of each six-month period (with one-third of the semiannual interest and one-sixth of the yearly principal held for the first three months). This allows for enough funds to be set aside for debt service payments and provides needed cash flow to UH for operations. A sufficiency certification is issued every six months attesting that debt payments have been received by the Trustee. Should there be a payment failure, a draw on the debt service reserve fund, or yearly coverage by the lockbox falls below 2.0x, 100% of the unrestricted state appropriations will be intercepted until the deficiency is remedied. Fitch notes that the lockbox does not improve UH's financial ability to pay debt service, but does provide an extra layer of protection for bondholders, especially given the six-month sufficiency certifications. In determining the level of NPL to include in UH's financial profile, Fitch considers GASB 68 treatment of the university's share of the state cost-sharing multi-employer plan. GASB 68 generally assigns NPL where the funding burden resides. Fitch also considered state law that applies to funding the statewide multi-employer plan and past state practices to assess whether UH's burden is likely to be relieved or reduced through direct state funding. Financial Profile Asymmetric Additional Risk Considerations There were no additional considerations. All of UH's long term debt is fixed. ESG CONSIDERATIONS University Hospital (NJ) has an ESG Relevance Score of '4' for Governance Structure due to UH's reliance on the state of NJ, including three board members appointed by the Governor, and which has an impact on the credit profile and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. USA GYMNASTICS: Plans $425 Mil. Settlement With Sex Abuse Victims ----------------------------------------------------------------- Scott Reid of PT reports that USA Gymnastics and a survivors' committee representing women who were sexually assaulted by former U.S. Olympic and national team physician Larry Nassar filed a reorganization plan with the U.S. Bankruptcy Court Southern District of Indiana on Tuesday that proposes a $425 million settlement with the more than 500 survivors who allege they were sexually abused by Nassar. While the plan has been approved by a survivors' committee, only four of eight insurance providers have agreed to the proposal leaving at least half of the settlement unfunded as currently presented, according to the filing. Instead of a final agreement, the 133-page proposal appears designed to apply pressure on the U.S. Olympic and Paralympic Committee to fund at least part of the settlement. SCNG has previously reported that the USOPC has maintained in a series of court filings that it has no legal obligation to protect Olympic athletes from sexual or physical abuse. "We are hopeful that this filing will encourage the remaining insurance carriers to come to the negotiating table with a meaningful offer of settlement, and that USOPC will also do the same," said Kim Dougherty, an attorney for Nassar survivors. "It's time. The survivors deserve closure." Others, however, remain skeptical about the proposal. "Survivors are not going to jump for this," said John Manly, an Orange County attorney who represents more than a hundred Nassar survivors and women who allege they were sexually assaulted by other U.S. Olympic team head coaches. "They want justice." "This is not settled. Much of this isn't funded. We hope that the USOPC at some point takes responsibility for their role in this, which was large." Under the proposal the survivors' committee “offers to fully and finally resolve all Abuse Claims and” claims by "future claimants" against USA Gymnastics, the USOPC and former U.S. Olympic and national team directors Martha and Bela Karolyi. Much of Nassar's abuse took place during Team USA training camps on the Karolyi Ranch, the remote facility in central Texas owned and operated by the couple. Former Olympic and national team members have long maintained that the Karolyis were instrumental in creating a culture of abuse that enabled the sexual abuse of Nassar and others. The proposed settlement does not provide similar protection to Don Peters, the disgraced head coach of the groundbreaking 1984 Olympic team, SCATS, the world renown Huntington Beach gymnastics club operated by Peters, Steve Rybacki, another former Olympic coach and close ally of the Karolyis, or Charter Oaks Gymnastics, Ryback's Covina-based club. The proposal also includes the establishment of a reserve fund for the payment of future claims. USA Gymnastics and the survivors' committee, according to the filing "are discussing a process to provide forhistorical accountability, healing for all stakeholders, with focus on the survivors, and future supervision, monitoring, auditing and implementation of the Plans’ Non-Monetary Commitments." The committee and USA Gymnastics also "commit to continued discussions regarding the hiring of an independent, trauma-informed Expert, with experience in childhood sexual abuse involving betrayal trauma/institutional betrayal," the filing said. "The Survivors' Committee and (USA Gymnastics) commit to continued discussions about the work and make-up of a Restorative Justice Task Force." A final resolution in the case is unlikely before at least October. Objections to the proposal can be filed with the bankruptcy court until September 29, 2021. The USOPC is "grateful to the victims and survivors for their courage and leadership," the organization said in a statement Tuesday, August 31, 2021. :The USOPC supports the new reorganization plan filed jointly by the survivors of abuse and USA Gymnastics. For years, we have worked and pressed for a fair and just resolution for the victims and survivors of abuse. More than two years ago, the USOPC joined the parties’ mediation in an effort to support a resolution, and we actively sought to advance the process. Under the new plan, the USOPC will contribute substantially to the compensation of the survivors. "There are, unfortunately, some insurance carriers that continue to withhold support for this plan, and we urge these carriers – in the strongest terms – to join the rest of the parties in supporting the plan’s fair resolution for the victims and survivors of abuse." The USOPC not only faces hundreds of lawsuits related to gymnastics sexual abuse cases but potentially hundreds more suits involving sexual and physical abuse in swimming, water polo, track and field, and taekwondo as well as other sports. USA Gymnastics, facing hundreds of civil lawsuits from survivors who were sexually abused by Nassar as well as women who allege they were sexually abused by former Olympic team head coaches Peters and Geddert, and being stripped of its national governing body status by the USOPC, filed for Chapter 11 proceedings in U.S. Bankruptcy Court Southern District of Indiana in December 2018. The case, because of federal bankruptcy guidelines, placed a stay on legal proceedings against USA Gymnastics and steps by the U.S. Olympic and Paralympic Committee to decertify the national governing body. "Today, USA Gymnastics and the Survivors' Committee jointly filed a new proposed plan of reorganization in USA Gymnastics' Chapter 11 case," USA Gymnastics said in a statement. :After extensive discussions, this plan has been jointly proposed by USA Gymnastics and the Committee, and it is supported by many of the involved insurers. We anticipate that this plan will be confirmed later this 2021 and greatly appreciate all parties’ efforts to get to this point." The organization plan was filed less than six weeks after the release of a Department of Justice Inspector General report that found the FBI failed to respond to allegations that Nassar sexually abused Olympic and national team members "with the urgency that the allegations required," and that the agent in charge of the bureau's Indianapolis office and another agent made false statements to minimize mistakes made in the Nassar investigation and to conceal potential conflicts of interest. The FBI's complacency and errors in the case enabled Nassar to sexually abuse at least 40 new victims, according to the report. The number of new victims between the time when top USA Gymnastics and FBI officials were informed of the allegations in the summer of 2015 and when the allegations became public in September 2016 could actually be more than 100, according to three people familiar with the cases. USA Gymnastics had a longstanding policy prior to the Nassar scandal of not warning member gyms or parents of potential sex abuse victims of sexual misconduct allegations against coaches or other individuals, a longtime top aide to the organization's former CEO acknowledged in a previously undisclosed sworn deposition revealed by SCNG in June 2021. Renee Jamison, the administrative assistant to Penny from 2005 to 2011 and later the organization's director of administration and Olympic relations, also revealed in the deposition that employees were instructed by USA Gymnastics not to report sexual misconduct complaints to law enforcement or Child Protective Services – even though they were informed by the organization that they were mandated reporters. Instead, USA Gymnastics employees prior to 2015 were told to forward sexual misconduct complaints to attorneys representing the organization – first Jack Swarbrick, and later Scott Himsel, Jamison said. Swarbrick is currently the University of Notre Dame athletic director. The policy, Jamison said, was one of the reasons why Penny and USA Gymnastics did not notify Michigan State University officials about sexual assault allegations against Nassar when they were first brought to Penny's attention in June 2015. Michigan State officials said they did not become aware of allegations that Nassar had sexually assaulted Team USA members under the guise of medical treatment until the allegations were made public in September 2016. USA Gymnastics proposed a $217 million settlement with survivors as part of a reorganization plan filed with the bankruptcy court in early 2020. A disclosure statement filed with the court outlined a tiered pay-out plan where USA Gymnastics would pay $1.25 million to former Olympic and World Championships team members who were abused by Nassar but $82,550 to others. Attorneys for 512 of the 517 survivors who said they were sexually abused by Nassar and other USOPC and USA Gymnastics national team coaches and officials told SCNG in March 2020 that none of their clients would vote to accept the proposed settlement. The rejection was not just about the proposed financial settlement. Survivors, like Congress, are demanding USA Gymnastics and the USOPC turn over documents that will provide a fuller, if not complete, picture of who was aware, who enabled and who ignored and covered up abuse by Nassar and others such as former Olympic team coaches Peters and Geddert. Were former the Karolyis aware that the abuse went beyond physical and emotional? But the 2020 proposed settlement not only came with no stipulation USA Gymnastics and the USOPC release documents that would address the extent to which USA Gymnastics and USOPC officials were aware of the predatory behavior of Nassar and others, and what steps they allegedly took to conceal that sexual abuse from unknowing potential victims, but also calls for the release of the USOPC, former USA Gymnastics CEO Steve Penny, the Karolyis, Peters and others from all claims. The priorities of the 2020 settlement proposal, survivors and their supporters maintained, reflects the dark side of Team USA’s international success, as much a part of the USA Gymnastics Olympic legacy as the triumphs of Biles and a generation of American golden girls. Peters was banned for life by USA Gymnastics in 2011 after an Orange County Register investigation revealed he had sex with three teenage girls he coached. Geddert, the controversial head coach of the 2012 Olympic women's gymnastics team, died by suicide in February 2021 just hours after the Michigan Attorney General's office filed two dozen human trafficking and sexual assault charges against him. Longtime U.S. national team coach Marvin Sharp, the personal coach of two Olympians, was found dead in an Indiana jail cell, having also committed suicide after being arrested on child molestation charges involving persons under age 14. Law enforcement also found thousands of child pornography photos at his home and gym. Maggie Haney, a member of the 2016 Olympic staff and considered a rising star in international coaching circles, was suspended by USA Gymnastics for eight years in 2020 for physical, verbal and emotional abuse. An arbitrator later reduced the suspension to five years. Penny was arrested in October 2018 after a Texas grand jury indicted him on felony evidence tampering charges. The indictment alleges Penny ordered the removal of documents from the Karolyi Ranch related to Nassar’s activities. He has denied any wrongdoing. Between December 2018, when USA Gymnastics filed for bankruptcy, and January 2021 the organization, a tax-exempt, non-profit, spent $13.6 million on legal fees, according to court filings. Or $11.5 million more than the organization spent on its SafeSport program during the same period. "Obviously, we would love to be out of bankruptcy (so) that we can be able to more freely move forward with all of the things that we have been working on and to not have this be a part of the narrative," current USA Gymnastics CEO Li Li Leung said at the Olympic Trials in June 2021. "But at the end of the day, what has happened is something that we are learning from and we're using the past to inform how we go forward." About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Ind., USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training gymnastics teams for the Olympics and World Championships. As of the petition date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USAG sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. It was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The petition was signed by James Scott Shollenbarger, chief financial officer. The Hon. Robyn L. Moberly is the case judge. USAG tapped Jenner & Block LLP as counsel; Hilder & Associates, P.C. and Krieg DeVault LLP as ordinary course counsel; Alfers GC Consulting, LLC and Scramble Systems, LLC as business consulting services providers; and OMNI Management Group, Inc. as claims agent. VENUS CONCEPT: Inks 4th Amended Credit Agreement With CNB --------------------------------------------------------- Venus Concept Inc., Venus Concept USA Inc., a Delaware corporation, and Venus Concept Canada Corp., a Canadian corporation, entered into a Fourth Amended and Restated Loan Agreement with City National Bank of Florida and its successors or assigns as lender, pursuant to which the borrowers' existing revolving credit agreement with the bank was amended. As of June 30, 2021, there was $nil outstanding under the existing revolving credit facility. Pursuant to the CNB Loan Agreement, CNB revised the revolving credit facility to provide for, among other things, a maximum principal amount of $5.0 million at the LIBOR 30-Day rate plus 3.25%, subject to a minimum LIBOR rate floor of 0.50%. The CNB Loan Agreement is secured by substantially all of the Company's assets and the assets of certain of its subsidiaries and requires the Company to maintain either a minimum cash balance in deposit accounts or a maximum total liability to tangible net worth ratio and a minimum debt service coverage ratio. In connection with the CNB Loan Agreement, (i) Venus Concept Ltd., an Israeli limited corporation, entered into a Fourth Amended and Restated Guaranty of Payment and Performance with CNB dated as of Aug. 26, 2021, pursuant to which Venus Ltd. agreed to guarantee the obligations under the CNB Loan Agreement, (ii) the Company and Venus USA entered into a Third Amended and Restated Security Agreement with CNB dated as of Aug. 26, 2021, pursuant to which the Company and Venus USA agreed to grant CNB a security interest in substantially all of their assets to secure the obligations under the CNB Loan Agreement, (iii) the Borrower issued a Fifth Amended and Restated Revolving Promissory Note dated as of Aug. 26, 2021 in favor of CNB in the amount of $5,000,000 with a maturity date of July 24, 2023 and (iv) the obligations of the Company pursuant to certain of the Company's outstanding promissory notes were reaffirmed as subordinated to the indebtedness of the Company owing to CNB pursuant to a Supplement to Subordination of Debt Agreements dated as of Aug. 26, 2021 by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, the Company and CNB. About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. Venus Concept reported a net loss of $82.82 million for the year ended Dec. 31, 2020, compared to a net loss of $42.29 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $147.27 million in total assets, $110.43 million in total liabilities, ($782,000) in non-controlling interests and $37.63 million in total stockholders' equity. Toronto, Canada-based MNP LLP issued a "going concern" qualification in its report dated March 29, 2021, citing that the Company has reported recurring net losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. VIZIENT INC: S&P Raises ICR to 'BB' on Improving Leverage --------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Vizient Inc. to 'BB' from 'BB-', and its issue-level ratings on its secured debt to 'BB' from 'BB-' and unsecured debt to 'B+' from 'B'. The stable outlook reflects S&P's expectation for low- to mid-single-digit percentage organic revenue growth for the next 12 months as hospital patient and procedure volumes continue to recover, steadily increasing free cash flows, and stable EBITDA margins of roughly 29%-31%. S&P said, "The upgrade is based on our expectations of continued solid revenue growth and cash flow generation, maintaining leverage below 3.5x despite continued tuck-in acquisitions. Vizient has managed the pandemic well, and we expect organic growth will stabilize at about historical low- to mid-single-digit percentages as patient and procedure volumes continue to normalize along with the rebound in the advisory business. Vizient's ample cash flows enable it to repay debt while funding modest acquisition activity. We believe Vizient will generate about $300 million-$340 million in discretionary cash flow in 2021 and $350 million-$400 million in 2022, which the company will use for tuck-in acquisitions." Vizient is the largest group purchasing organization (GPO) serving acute care hospitals in the U.S. It negotiates supply contracts on behalf of member hospitals, some of which are also its owners. S&P views the health care GPO industry as relatively stable because of its long contract terms (3-5 years) and high recurring revenues. Vizient's size is a competitive advantage because it can drive higher volume discounts for members, which are under increasing cost pressure because of reimbursement and mature volume trends, making Vizient's sourcing and analytics services increasingly important. Vizient has not fully penetrated its member spending since many purchase products and services outside the GPO contract. Further penetration is a growth driver. However, cost pressures member hospitals face make Vizient vulnerable to longer-term margin pressure because they may demand more of the economics from the GPO contract. Another longer-term threat is the evolving marketplace for medical supplies, devices, and drugs. Although S&P believes they negotiate very competitive prices, GPOs would not earn an administrative fee for purchases hospitals make on products outside the GPO contract, such as through Amazon. Vizient's professional services, which include consulting and analytical services for health care providers, supplement its value proposition and add revenue diversification, although at a lower margin. This business represents about 45% of total revenue and is expanding faster than GPO, but the market is fragmented. Vizient competes with Premier Inc., Optum Inc., technology companies such as Inovalon Inc., and global consulting firms such as McKinsey & Co. Inc., IBM, and McKesson Corp. S&P said, "The stable outlook reflects our expectation that Vizient's revenue will continue to rebound coming out of the pandemic due to purchase volume increase, new client wins, and resumption of advisory services. We also expect EBITDA margin will stabilize at about 29%-31% in the next couple years. The outlook also reflects our longer-term expectation that the company will continue acquisition activity, with leverage will below 3.5x. "We could lower the rating if Vizient's acquisition activity proves more aggressive than we anticipate, sustaining adjusted leverage above 3.5x. "Although unlikely in the next 12 months, we could raise the rating if the company continues to perform in line with our base case and acquisition activity that sustains leverage below 2.5x." WATTSTOCK LLC: Taps Munsch, Hardt, Kopf & Harr as Legal Counsel --------------------------------------------------------------- WattStock, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Munsch, Hardt, Kopf & Harr, P.C. to serve as legal counsel in its Chapter 11 case. The firm will render these services: a. serve as attorneys of record for the Debtor in all aspects, including any adversary proceedings commenced in connection with its Chapter 11 case, and provide legal advice to the Debtor throughout the case; b. assist the Debtor in carrying out its duties under the Bankruptcy Code; c. consult with the U.S. trustee, any statutory committee that may be formed, and all other creditors and parties in interest concerning administration of the bankruptcy case; d. assist in the potential sale of the Debtor's assets; e. prepare legal papers; f. assist the Debtor in connection with the formulation and confirmation of a Chapter 11 plan; g. assist the Debtor in analyzing the claims of creditors; h. appear before the bankruptcy court, any appellate courts or other courts having jurisdiction over any matter associated with the case; i. defend the Debtor against actions and claims made against it and its property; and j. perform other legal services. The hourly rates for the firm's attorneys and paraprofessionals are as follows: Davor Rukavina, Shareholder $550 per hour Thomas Berghman, Shareholder $440 per hour An Nguyen, Associate $350 per hour The firm received a retainer in the amount of $20,000. Thomas Berghman, Esq., a shareholder of Munsch, Hardt, Kopf & Harr, disclosed in court filings 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: Davor Rukavina, Esq. Thomas D. Berghman, Esq. Munsch, Hardt, Kopf & Harr, P.C. 500 North Akard St., Ste. 3800 Dallas, TX 75201 Telephone: (214) 855-7500 Facsimile: (214) 978-4375 Email: drukavina@munsch.com Email: tberghman@munsch.co About WattStock LLC Dallas, Texas-based WattStock, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-31488) on Aug. 17, 2021, listing as much as $10 million in both assets and liabilities. Patrick Jenevein, manager of WattStock, signed the petition. Judge Stacey G. Jernigan oversees the case. Davor Rukavina, Esq., at Munsch Hardt Kopf and Harr, PC is the Debtor's legal counsel. WESTINGHOUSE ELECTRIC: Avoids Age Bias Claim After Plan Okayed -------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that Westinghouse Electric Co. dodged a former employee’s age discrimination suit, after the Third Circuit ruled that companies in Chapter 11 can wipe claims that arise in between a bankruptcy plan confirmation and the plan’s effective date. Former Westinghouse executive Timothy Ellis, who alleged that his May 2018 termination was the product of age bias, was subject to an Aug. 31, 2018, deadline to file his claim in the bankruptcy case, the U.S. Court of Appeals for the Third Circuit held Monday, August 30, 2021. His failure to meet that deadline doomed his ability to collect from the company, the court said. Westinghouse Electric Co. Westinghouse Electric Company LLC -- http://www.westinghousenuclear.com/-- is a U.S.-based nuclear power company founded in 1999 that provides design work and start-up help for new nuclear power plants and makes many of the components. Westinghouse manufactures and supplies the commercial fuel products needed to run the plants, and it offers training, engineering, maintenance, and quality management services. Almost 50% of nuclear power plants around the world and about 60% of U.S. plants are based on Westinghouse's technology. Westinghouse's world headquarters are located in the Pittsburgh suburb of Cranberry Township, Pennsylvania. On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion to a group comprising of Toshiba (77% share), partners The Shaw Group (20% share), and Ishikawajima-Harima Heavy Industries Co. Ltd. (3% share). After purchasing part of Shaw's stake in 2013, Japan-based conglomerate Toshiba obtained ownership of 87% of Westinghouse. Amid cost overruns at U.S. nuclear reactors it was building, Westinghouse Electric Company LLC, along with 29 affiliates, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29, 2017. The petitions were signed by AlixPartners' Lisa J. Donahue, the Debtors' chief transition and development officer. The Debtors disclosed total assets of $4.32 billion and total liabilities of $9.39 billion as of Feb. 28, 2017. The Hon. Michael E. Wiles presides over the cases. Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The Debtors hired AlixPartners LLP as financial advisor; PJT Partners Inc. as investment banker; Kurtzman Carson Consultants LLC as claims and noticing agent; K&L Gates as special counsel; and KPMG LLP as tax consultant and accounting and financial reporting advisor. The Debtors retained PricewaterhouseCoopers LLP as independent auditor and tax services provider to perform audit services in connection with Toshiba Nuclear Energy Holdings (US) Inc. and Toshiba Nuclear Energy Holdings (UK) Ltd. Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at Togut, Segal & Segal LLP. The Board of Directors of Westinghouse appointed a special panel called the U.S. AP1000 Committee to oversee the company's activities related to certain AP1000 nuclear plants located in Georgia and South Carolina. On April 7, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Proskauer Rose LLP is the committee's bankruptcy counsel and Houlihan Lokey Capital, Inc., serves as its investment banker. WILDWOOD VILLAGES: Selling Real Property for $2.1M to Sumter County ------------------------------------------------------------------- Wildwood Villages, LLC, asks the US Bankruptcy Court for the Middle District of Florida to authorize it to enter into those two separate Purchase Agreements For Buena Vista Boulevard Extension Project, dated Aug. 16, 2021, together with those two Addendums, with Sumter County, Florida, a subdivision of the State of Florida, in connection with the sale of a vacant real property owned by the Debtor relating to the proposed extension of Buena Vista Boulevard, with such property consisting of the following: a. entirety of Parcel Numbers G16-067, G16-068 & G16-104 ("Parcels A") for $781,600; and b. the eastern half of Parcel G16-069, and the eastern edge of G16-067 ("Parcels B") for $1,277,000. As the Court is aware, the Buyer seeks to purchase the Properties. The Properties are located outside the Subdivisions and are further identified in the drawings and legal descriptions attached to the Agreements. The Buyer is proposing to purchase Parcel A for $631,000, together with an Incentive Amount of $150,000 if the transaction closes without the need for eminent domain proceedings, for a total purchase price of $781,600. The Buyer is also proposing to purchase Parcel B for the sum of $1,127,000, plus an Incentive Amount of $150,000, for a total purchase price of $1,277,000. Accordingly, the total amount being offered to purchase the Properties is $2,058,600. The Buyer offer identifies an appraised fair market value for the Land and Improvements, reduced to account for any mitigation/cure costs, and includes an incentive offer based on the Florida DOT Manual for State Takings. A breakdown of such amounts can be found in the Final Notice(s) to Owner. On March 5, 2021, the Debtor received an Initial Notice to Owner, pursuant to which the Buyer advised Debtor of its planned extension of Buena Vista Boulevard south of State Road 44 for which it would be obtaining third-party appraisals and would and would seek to acquire such Properties via private sale or, in the alternative, via a contested eminent domain proceeding. The Debtor, in its reasonable business judgment, believes the offers presented by the Buyer (as represented by the subject Agreements), represent the highest and best price for the Properties. This price takes into account the present-day fair market value for the respective parcels based on extensive investigations and appraisals conducted earlier this year by third-party vendor, Trigg, Catlett & Associates. The purchase offer also provides the additional $300,000 Incentive Amounts, which would be lost if the Debtor were to contest the Appraisals as part of an eminent domain proceeding. The Debtor also believes that any delay in approving the sale of the Properties would significantly, if not irrevocably, interfere with Debtor's ability to pay all legitimate estate creditors. Accordingly, it respectfully requests authorization to sell the Properties free and clear of all liens, claims and encumbrances, including, inter alia, all claims asserted by the Class Plaintiffs in the Class Action Lawsuit, with any valid liens, claims encumbrances and interests therein attaching to the sale proceeds in accordance with their respective priorities. Several portions of the Properties are (or may be) cross collateralized by a perfected first mortgage in favor of Citizens First Bank ("Citizens"), which had a balance of $770,333.73 as of the Petition Date [Claim #7]. Several portions are (or may) also be collateralized in favor of Level Four Investments, LLC, in connection with a perfected Mortgage, which had a balance of $761,304.75 as of the Petition Date [Claim #8]. The proceeds from the sale of the Properties are sufficient to fully satisfy the claims of both Citizens and Level Four and would release their secured interest on any other estate property upon payment from the proceeds. Title to the Properties is also clouded by a lis pendens ("Lis Pendens") recorded by the Class Plaintiffs in connection with an equitable lien and other claims asserted, but never adjudicated, in the Class Action Lawsuit. The Lis Pendens was initially recorded in 2014 and has been extended at least six times. Although the Lis Pendens itself may not constitute a lien or encumbrance, the Properties can still be sold free and clear of the disputed claims upon which the Lis Pendens is based pursuant to Sections 363(f)(4) and (5). The Properties may also be subject to satisfaction of real property taxes, pro-rated up through the closing date. The Tax Claim, together with any other charges comprised of normal and customary closing costs involved in a commercial real estate transaction, are to be paid by the Debtor at closing pursuant to the terms of the Agreements. The Debtor seeks authorization to sell the Properties free and clear of all liens, claims, encumbrances and interests. It seeks such relief on an expedited basis -- including waiver of Bankruptcy Rule 6004(h) -- in order to provide sufficient time for the proposed transactions to close no later than Sept. 30, 2021. Further, if the proposed transactions are not approved by the Court before Sept. 21, 2021, the Debtor's counsel has been advised that Sumter County, by and through its Board of Commissioners, will authorize the County Attorney to proceed with eminent domain proceedings instead. Debtor further understands that, at its meeting of later this evening (i.e., Aug. 24, 2021), the Sumter County Board of County Commissioners intends to approve an Addendum to the two subject Purchase Agreements acknowledging that Bankruptcy Court approval is required before the proposed transaction can close. Out of an abundance of caution, Debtor is filing the subject Motion now and will supplement same with a copy of the fully executed Addendum immediately upon receipt of same. The Debtor also intends to seek approval of the sale as part of its forthcoming Liquidating Plan of Reorganization, and to have such sale exempt from any transfer taxes pursuant to Section 1146(a), if possible. A copy of the Agreement is available at https://tinyurl.com/4368r48w from PacerMonitor.com free of charge. About Wildwood Villages, LLC Wildwood Villages, LLC is engaged in activities related to real estate. Wildwood Villages, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02569) on August 28, 2020. The petition was signed by Jonathan Woods, manager. The Debtor disclosed $3,150,861 in assets and $3,428,386 in liabilities. Matthew S. Kish, Esq., Esq. at SHAPIRO BLASI WASSERMAN & HERMANN, PA represents the Debtor as counsel. Z REAL ESTATE: Selling Rancho Palos Verdes Property for $2.1-Mil. ----------------------------------------------------------------- Z Real Estate Holdings, LLC, asks the U.S. Bankruptcy Court for the Central District of California to authorize the bidding procedures in connection with the sale of the real property located at 29865 Knoll View Dr., in Rancho Palos Verdes, California 90275, to Randy Guo and Kim Illige for $2.05 million, subject to higher and better offers. A hearing on the Motion is set for Sept. 14, 2021, at 2:00 p.m. Objections, if any, must be filed no later than 14 days prior to the hearing date. The Debtor seeks the Court's order to authorize the sale of the Property which will result in payoff of the existing first lien on the Property, the County Taxes, all commissions, and costs of sale, with any balance to be disbursed to the Subchapter V Trustee Mark Sharf, to hold for disbursement. It will also benefit the estate as it will remove two junior liens one of which is cross-collateralized on the Debtor's California Property (2015 California St., Huntington Beach, CA) and the other cross-collateralized on individual Debtor Zollie Stevens' Stanley Property (1541 N, Stanley St., Los Angeles, CA). The proposed sale of the Property is for market value; however, the sale will be subject to an overbid procedure to assure Debtor receives the highest and best price. The sale will be pursuant to the terms contained in the attached fully executed California Residential Real Property Purchase Agreement and Joint Escrow Instructions ("CRRPPA") with all related documents dated Aug. 17, 2021, the Counteroffer and Addendum dated Aug. 21, 2021 fully executed on Aug. 22, 2021. The Purchase Agreement comprises a sale of the Property to the Buyers for $2.05 million. Pursuant to Local Bankruptcy Rule 6004-1(c)(3), the Debtor provides the following information: (A) The date, time and place of the hearing are Sept. 14, 2021, at 2:00 p.m. in Courtroom 1668 of the above- entitled Court located at 255 E. Temple St., Los Angeles, CA 90012. The hearing is scheduled as an in person hearing however, in case of any changes prior to the hearing, all parties are requested to check the website for the Bankruptcy Court and in particular Judge Russell's website at https://www.cacb.uscourts.gov/judges/honorable-barry-russell. (B) The Property being sold is located at 29865 Knoll View Dr., Rancho Palos Verdes, CA 90275-6437, which is comprised of a 2,829 sq ft single-family residence on a 16,119 sq ft. lot with 4 bedrooms and 3 baths which was newly renovated. The short legal description is TRACT NO 27142 LOT 14, with APN 7566-009-917. (C) The Buyers are Randy Guo and Kim Illige. (D) The terms of the sale include, without limitation, the following: (1) The purchase price of $2.05 million for the Property which is inclusive of commissions and payable by initial deposit of $61,500 (3% of the Purchase Price), which has been placed into escrow at A & A Escrow Services, Inc, and the balance of the purchase price due before the closing date of escrow; (2) Escrow for the sale of the Properties will close within 15 days after approval of the sale by the bankruptcy court; (3) The Property is being sold on an "as is, where is" basis, without any representations or warranties, except that Buyer has a 10-day period from the dated of signing the Counter-Offer to conduct inspections; (4) The Buyers warrant their financial resources are as represented; (5) In the event the sale is not consummated, the sole remedy of the Buyers will be the full refund of any money deposited or credited towards the purchase of the Property. (6) The sale is subject to overbids. (7) The sale is subject to Bankruptcy Court approval after providing notice to Debtor and their counsel, the United States Trustee, all creditors, and other parties in interests as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and the Local Bankruptcy Rules. (8) The costs of sale include real estate commissions in the amount of 5% of the sales price of the Property to be divided with 2.5% to the Seller/Debtor's Agent/Broker and 2.5% to the Buyers' Agent/Broker. (9) There are no remaining contingencies, except Bankruptcy Court approval. (E) Each creditor should make a demand into escrow for the current amount owed. (F) The sale is in the best interests of the estate and will pay off the only lienholder, property taxes, brokers/agents' commissions, costs of sale, and provide additional funds to the estate; (G) All surplus funds should be deposited in trust with the Subchapter V Trustee Mark Sharf, to be held for the estate and disbursed either by Court Order or the Plan of Reorganization; and (H) The Debtor is also requesting the Court orders that upon payment to the lienholder, Iridium, LLC, the lienholder record reconveyances of its cross-collateralized junior liens on Debtor's California Property and the Stanley Property. The salient terms of the Bidding Procedures are: a. Bid Deadline: No later than 5:00 p.m. (PST), on the business day that is at least two days prior to the hearing on the Motion b. Initial Bid: $2.07 million, payable to the Debtor c. Deposit: $61,500, made payable to Z Real Estate Holdings, LLC, d. Auction: To be conducted at the hearing on the Motion as is necessary to increase the bids e. Bid Increments: $5,000 After conducting a search and obtaining a property profile, there is only one lienholder, Iridium, LLC. The only other lien on the Property pertain to Los Angeles County real property taxes. Both of these items will be paid in full through escrow at the time of closing. The Buyers assume no liabilities. Pursuant to the Purchase Agreements, escrow is to close within 14 days after Court approval. In order to complete the sale in the case, and to not miss the opportunity presented by the sale to the Debtor, the estate and its creditors, the Debtor respectfully requests that the order on the Motion be effective immediately, notwithstanding the 14-day stay imposed by FRBP 6004(h). A copy of the Agreement is available at https://tinyurl.com/edmuae4r from PacerMonitor.com free of charge. About Z Real Estate Holdings Z Real Estate Holdings, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. 21-12171) on March 9, 2021. At the time of filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Barry Russell oversees the case. Totaro & Shanahan represents the Debtor as legal counsel. ZEP INC: S&P Lowers ICR to 'CCC+', Outlook Negative --------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based producer, distributor, and service provider of cleaning and maintenance solutions Zep Inc. to 'CCC+' from 'B-'. S&P said, "At the same time, we lowered our issue-level rating on the company's secured cash flow revolver and first-lien term loan to 'CCC+' from 'B-' and our issue-level rating on its secured second-lien term loan to 'CCC-' from 'CCC'. Our '3' (rounded estimate: 60%) recovery rating on the cash flow revolver and first-lien term loan and '6' (rounded estimate: 0%) recovery rating on the secured second-lien term loan are unchanged. "The negative outlook reflects the risk that there is very little cushion for unexpected slip-ups in operating performance. Although we expect the company to maintain sufficient liquidity, we believe that given our expectation for negative to minimal free cash flow generation and high leverage, credit risks remain elevated. "The downgrade reflects Zep's weakening leverage, expected negative free cash flow generation this year, and our view that the risk of a default scenario has increased over the next 12 months. The company reported weaker product demand than we previously expected, which caused its performance to fall short of our recent estimates. The decrease largely reflected a significant decline in biosecurity product sales, as customers across consumer, industrial, and food and beverage end markets have reduced their usage and inventory levels of these products to a normalized level following the national roll out of the COVID-19 vaccine. Furthermore, Zep's decrease in margins is due to lower manufacturing cost efficiencies, as a result of lower volumes, as well as product mix, and supply chain disruption associated with the pandemic and winter storm Uri. These effects were partially offset by positive pricing actions taken by the company. "Our assessment of Zep's business risk incorporates its weaknesses. These include its small size in the end markets it serves, its niche product offerings, its relatively low EBITDA margins, and its limited geographic diversity with most of its sales made in the U.S. Also, the company's chemical products compete in highly competitive and fragmented markets, such as food processing, vehicle care, auto maintenance, and maintenance and cleaning chemicals. Its competitors include larger, financially stronger companies as well as focused operators in niche spaces that compete on quality, price, brand name, and customer service. However, Zep's sizable product and customer base offset these weaknesses. "We expect the company's financial-sponsor ownership to continue to contribute to our highly leveraged view of its financial risk. Specifically, we anticipate Zep's financial risk will remain highly leveraged with weighted-average debt to EBITDA around 9x during the next 12 months. We view the private-equity-owned company's financial policy as aggressive and believe its ownership by financial sponsor New Mountain Capital LLC may lead it to sustain high leverage over the long run, including the potential for debt-funded dividends similar to the one it completed in 2017. "The negative outlook reflects risks to credit quality arising from the diminished ability to absorb unexpected operating or economic setbacks. Management faces challenges in achieving stated initiatives to grow revenue and EBITDA and generate positive free cash flow on a sustained basis. We expect the company to continue to expand its online and brick and mortar presence in an effort to grow revenue and improve profits, though there is execution risk in achieving these goals in a timely manner. The rating on Zep takes into account the company's persistently high leverage and strained cash flow generation. Specifically, we anticipate Zep's weighted-average debt to EBITDA to be around 9x over the next 12 months. "We could lower the rating if free operating cash flow becomes materially negative on an annual basis or if liquidity weakens over the next 12 months. A constrained liquidity position would likely be caused by lower-than-expected demand for Zep's products, an inability to meet its covenant requirements, or continued commodity cost inflation. In addition, we could lower the rating if leverage were to hit the double-digit range with no near-term prospects for improvement. We could also downgrade the company if we believed it would pursue a transaction that we considered distressed. "We could raise the rating over the next 12 months if improved business or economic conditions lead to the company reducing leverage to a more sustainable level, such that debt to EBITDA improves to and stays below 8x. For such a scenario to occur, we would expect EBITDA margins to expand by at least 200 basis points (bps) and for revenue to also grow 2% beyond our base case, without any additional debt." [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Trivicity Health Corp Bankr. D. Ariz. Case No. 21-04565 Chapter 11 Petition filed June 10, 2021 See https://www.pacermonitor.com/view/DZAHXFA/TRIVICITI_HEALTH_CORP__azbke-21-04565__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Neelam Inc. Bankr. D.N.J. Case No. 21-14967 Chapter 11 Petition filed June 17, 2021 See https://www.pacermonitor.com/view/XWSWBXY/Neelam_Inc__njbke-21-14967__0001.0.pdf?mcid=tGE4TAMA represented by: Julio E. Portilla, Esq. LAW OFFICE OF JULIO E. PORTILLA, P.C. E-mail: jp@julioportillalaw.com In re Andrea C. Wood No. 2 under the Gary W. Wood Irrevocable Trust DTD 3/30/2004 Bankr. N.D. Cal. Case No. 21-40995 Chapter 11 Petition filed August 1, 2021 See https://www.pacermonitor.com/view/LKDGRUY/Andrea_C_Wood_No_2_under_the_Gary__canbke-21-40995__0001.0.pdf?mcid=tGE4TAMA represented by: E. Vincent Wood, Esq. THE LAW OFFICES OF E. VINCENT WOOD E-mail: vince@woodbk.com In re Mountain Phoenix, LLC Bankr. N.D. Ga. Case No. 21-55870 Chapter 11 Petition filed August 5, 2021 See https://www.pacermonitor.com/view/6FBUKRQ/Mountain_Phoenix_LLC__ganbke-21-55870__0001.0.pdf?mcid=tGE4TAMA represented by: Tiffini Bell, Esq. HOLLOWAY BELL, LLC E-mail: tiffini@hblawatl.com In re 17062 Comunidad De Avila Trust Bankr. M.D. Fla. Case No. 21-04130 Chapter 11 Petition filed August 6, 2021 See https://www.pacermonitor.com/view/EX4EWMA/17062_Comunidad_De_Avila_Trust__flmbke-21-04130__0001.0.pdf?mcid=tGE4TAMA represented by: Jake C. Blanchard, Esq. BLANCHARD LAW, P.A. E-mail: jake@jakeblanchardlaw.com In re Millola Holdings LLC Bankr. D. Nev. Case No. 21-13893 Chapter 11 Petition filed August 6, 2021 See https://www.pacermonitor.com/view/RHOMROI/MILLOLA_HOLDINGS_LLC__nvbke-21-13893__0001.0.pdf?mcid=tGE4TAMA represented by: David Riggi, Esq. RIGGI LAW E-mail: riggilaw@gmail.com In re IBEC Language Institute, Inc. Bankr. S.D.N.Y. Case No. 21-22455 Chapter 11 Petition filed August 6, 2021 See https://www.pacermonitor.com/view/2Z6FPUA/IBEC_Language_Institute_Inc__nysbke-21-22455__0001.0.pdf?mcid=tGE4TAMA represented by: Dawn Kirby, Esq. KIRBY AISNER & CURLEY LLP E-mail: dkirby@kacllp.com In re HPE Transportation LLC Bankr. E.D. Va. Case No. 21-50650 Chapter 11 Petition filed August 12, 2021 See https://www.pacermonitor.com/view/ILVWYKI/HPE_Transportation_LLC__vaebke-21-50650__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel Staeven, Esq. FROST LAW E-mail: daniel.staeven@frosttaxlaw.com In re Israel Marmol & Associates, Inc. Bankr. S.D. Fla. Case No. 21-17899 Chapter 11 Petition filed August 13, 2021 See https://www.pacermonitor.com/view/3RBLP6I/Israel_Marmol__Associates_Inc__flsbke-21-17899__0001.0.pdf?mcid=tGE4TAMA represented by: Aleida Martinez Molina, Esq. WEISS SEROTA HELFMAN COLE & BIERMAN, PL E-mail: amartinez@wsh-law.com In re Brandy Houston Caldwell Bankr. N.D. Ga. Case No. 21-10784 Chapter 11 Petition filed August 25, 2021 represented by: William Rountree, Esq. In re Wendell Lawrence, Jr and Kathleen Lydia Lawrence Bankr. D. Idaho Case No. 21-00555 Chapter 11 Petition filed August 25, 2021 represented by: Holly Roark, Esq. In re Ganesh and Maruti LLC Bankr. W.D. Okla. Case No. 21-12313 Chapter 11 Petition filed August 25, 2021 See https://www.pacermonitor.com/view/XFLGXYI/Ganesh_and_Maruti_LLC__okwbke-21-12313__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas A. Creekmore III, Esq. HALL, ESTILL, HARDWICK, GABLE, GOLDEN & NELSON, P.C. E-mail: tcreekmore@hallestill.com In re WSCE Corp. Bankr. M.D. Pa. 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Case No. 21-30483 Chapter 11 Petition filed August 26, 2021 See https://www.pacermonitor.com/view/NDQHGTA/Paul_L_Dunbar_Group_Inc__ncwbke-21-30483__0001.0.pdf?mcid=tGE4TAMA represented by: Robert Lewis, Jr., Esq. THE LEWIS LAW FIRM, P.A. E-mail: rlewis@thelewislawfirm.com In re Roberto C. Hernandez Bankr. C.D. Cal. Case No. 21-11450 Chapter 11 Petition filed August 27, 2021 represented by: Raymond Aver, Esq. In re Tukhi Business Group, LLC Bankr. C.D. Cal. Case No. 21-12090 Chapter 11 Petition filed August 27, 2021 See https://www.pacermonitor.com/view/UYYUDAY/Tukhi_Business_Group_LLC__cacbke-21-12090__0001.0.pdf?mcid=tGE4TAMA represented by: Onyinye N. Anyama, Esq. ANYAMA LAW FIRM, A PROFESSIONAL CORPORATION E-mail: info@anyamalaw.com In re Kay W Eubanks Bankr. N.D. Fla. Case No. 21-50081 Chapter 11 Petition filed August 27, 2021 represented by: Robert Bruner, Esq. BRUNER WRIGHT, P.A. In re Damon Louis Vernese Bankr. S.D. Fla. Case No. 21-18317 Chapter 11 Petition filed August 27, 2021 represented by: Robert Gusrae, Esq. In re Atlanta Book Boutique Bankr. N.D. Ga. Case No. 21-56398 Chapter 11 Petition filed August 27, 2021 In re John E. Mayer Bankr. N.D. Ill. Case No. 21-10016 Chapter 11 Petition filed August 27, 2021 represented by: William Jamison, Esq. In re Michael Zollicoffer, MD PA Bankr. D. Md. Case No. 21-15494 Chapter 11 Petition filed August 27, 2021 represented by: Daniel Staeven, Esq. In re Stephen F. D'Angelo Bankr. W.D. Pa. Case No. 21-21903 Chapter 11 Petition filed August 27, 2021 See https://www.pacermonitor.com/view/PTTOJPY/Stephen_F_DAngelo__pawbke-21-21903__0001.0.pdf?mcid=tGE4TAMA represented by: Kirk Burkley, Esq. BERNSTEIN-BURKLEY, P.C. E-mail: kburkley@bernsteinlaw.com In re Linda Marie Kingsbury Bankr. N.D. Calif. Case No. 21-51137 Chapter 11 Petition filed August 29, 2021 represented by: Andrew Moher, Esq. THE MOHER LAW GROUP In re Heather Karen Therese Stanley-Christian Bankr. M.D. Fla. Case No. 21-03934 Chapter 11 Petition filed August 30, 2021 represented by: Jeffrey Ainsworth, Esq. In re Itzhak Meir Shtark and Ayala Shtark Bankr. M.D. Fla. Case No. 21-03936 Chapter 11 Petition filed August 30, 2021 represented by: Melissa Youngman, Esq. In re Greg and Alice Logging,Inc Bankr. W.D. La. Case No. 21-10686 Chapter 11 Petition filed August 30, 2021 See https://www.pacermonitor.com/view/THVT7YQ/Greg_and_Alice_LoggingInc__lawbke-21-10686__0001.0.pdf?mcid=tGE4TAMA represented by: Rickey K. Swift, Esq. ATTORNEY AT LAW E-mail: rksdefender@aol.com In re Sumak Kawsay LLC Bankr. S.D.N.Y. Case No. 21-11531 Chapter 11 Petition filed August 30, 2021 See https://www.pacermonitor.com/view/MZX2FOA/Sumak_Kawsay_LLC__nysbke-21-11531__0001.0.pdf?mcid=tGE4TAMA represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re Irene C. Haywood Bankr. E.D.N.C. Case No. 21-01939 Chapter 11 Petition filed August 30, 2021 represented by: Danny Bradford, Esq. In re Herman Alex Molina Bankr. W.D. Tex. Case No. 21-10675 Chapter 11 Petition filed August 30, 2021 represented by: Stephen Sather, Esq. In re Thai Stk, Inc. Bankr. N.D. Cal. Case No. 21-30613 Chapter 11 Petition filed August 31, 2021 See https://www.pacermonitor.com/view/NKQLRNQ/Thai_Stk_Inc__canbke-21-30613__0001.0.pdf?mcid=tGE4TAMA represented by: Matthew D. Metzger, Esq. BELVEDERE LEGAL, PC E-mail: info@belvederelegal.com In re Dean A. Ditmar and Kelly E. Ditmar Bankr. N.D. Ga. Case No. 21-20935 Chapter 11 Petition filed August 31, 2021 represented by: Thomas McClendon, Esq. In re Lon Eugene Montgomery and Rebecca Louise Montgomery Bankr. D. Id. Case No. 21-40516 Chapter 11 Petition filed August 31, 2021 represented by: Paul Ross, Esq. In re A Thumbs Up Inc. Bankr. D. Md. Case No. 21-15591 Chapter 11 Petition filed August 31, 2021 See https://www.pacermonitor.com/view/W525S3I/A_Thumbs_Up_Inc__mdbke-21-15591__0001.0.pdf?mcid=tGE4TAMA represented by: Joseph M. Selba, Esq. TYDINGS & ROSENBERG LLP E-mail: jselba@tydingslaw.com In re Alibaba's Terrace Inc. Bankr. S.D.N.Y. Case No. 21-11550 Chapter 11 Petition filed August 31, 2021 See https://www.pacermonitor.com/view/I35BG4Q/Alibabas_Terrace_Inc__nysbke-21-11550__0001.0.pdf?mcid=tGE4TAMA represented by: Wayne M. Greenwald, Esq. WAYNE GREENWALD PC E-mail: grimlawyers@aol.com In re Di-Chem and Quality Technology, LLC Bankr. W.D. Tex. Case No. 21-30650 Chapter 11 Petition filed August 31, 2021 See https://www.pacermonitor.com/view/NN4HV3A/Di-Chem_and_Quality_Technology__txwbke-21-30650__0001.0.pdf?mcid=tGE4TAMA represented by: Carlos Miranda, Esq. MIRANDA & MALDONADO, PC E-mail: cmiranda@eptxlawyers.com In re Scott Doren Spinner and Alicia Margarita Spinner Bankr. W.D. Wisc. Case No. 21-11656 Chapter 11 Petition filed August 31, 2021 represented by: Alan Wenokur, Esq. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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. 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Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***