/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210917.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, September 17, 2021, Vol. 25, No. 259 Headlines 3RD ROCK HOLDINGS: Seeks to Hire David Jennis as Legal Counsel 4202 PARTNERS: Pfeiffer Says Amended Plan Still Unconfirmable 4218 PARTNERS: Pfeiffer Says Amended Plan Still Unconfirmable 500 W 184: Seeks to Hire Marcus & Millichap as Real Estate Broker 500 W 184: Unsecureds to Recover 8% in Lender-Backed Plan 77 VARET: Public Auction of NY Parcels Owner Set for November 3 96 WYTHE: Wins Cash Collateral Access Thru Oct 6 A.B.C. CARPET: DIP Loan, Cash Collateral Access OK'd A.B.C. CARPET: Lead Bidder Has Ties Owner and Founder Cole AGM GROUP: Bin Cao Ceases to be Chairman ALL SORTS OF SERVICES: Plan Confirmation Hearing Set for Oct. 13 ALLEGHENY SHORES: Oct. 12 Plan Confirmation Hearing Set ALPHA LATAM: $45MM DIP Loan, Cash Collateral Access OK'd ALPHA LATAM: Gets Court Okay to Hold Payroll Loan Portfolio Auction AMADUES DEVELOPMENT: Trustee Seeks Approval to Hire Expert Witness AMERICAN SLEEP: Seeks to Hire Lefkovitz & Lefkovitz as Counsel ANGEL'S SQUARE: Lighthouse Global Says Disclosures Inadequate ANGI INC: S&P Downgrades ICR to 'B+' on Weaker Credit Metrics APP REALTY: Wins Access to First Midwest's Cash Collateral ATHLETICO HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR AVIANCA HOLDINGS: Unsecured Creditors to Recover 1% in Joint Plan B N EMPIRE: Elizon Seeks to Bar Access to Cash Collateral BABCOCK & WILCOX: To Acquire Majority Stake in Fosler Construction BASIC ENERGY: Seeks to Hire Weil, Gotshal & Manges as Legal Counsel BISON BUILDING: Unsecured Creditors Will Get 12% of Claims BOY SCOUTS OF AMERICA: $1 Billion New Settlement Faces Pushback BOY SCOUTS OF AMERICA: Victims Committee Wants to File Own Plan BOYCE HYDRO: Liquidating Trustee Taps Vanas Enterprises as Broker BRAIN ENERGY: Lender's Contribution & Sale Proceeds to Fund Plan BRAIN ENERGY: Seeks to Hire Frances Caruso as Bookkeeper BRAIN ENERGY: Seeks to Tap Pick & Zabicki as Bankruptcy Counsel BREITLING OIL: Receiver Reaches Settlement With Rothstein Kass BSK HOSPITALITY: Unsec. Creditors Will Get 10% of Claims in Plan BUHLER-FREEMAN: PSB Credit Says Plan Not Filed in Good Faith BULLDOG DUMPSTERS: Plan Confirmation Slated for Oct. 14 C&C ENTITY: Schrader to Auction 58-Acre Farm on October 8 CAMBER ENERGY: Plans to File Amended Financial Reports CARIBBEAN MOTEL: Unsec. Creditors to Get $30K in Subchapter V Plan CHAZAR 410: Seeks to Tap Forshey & Prostok as Legal Counsel CIVEO CORP: S&P Assigns 'B+' Long-Term ICR, Outlook Stable CNX MIDSTREAM: S&P Rates New $400MM Senior Unsecured Notes 'BB-' CRAVE BRANDS: Wins Cash Collateral Access Thru Oct 6 CROCKETT COGENERATION: Moody's Cuts Rating on Secured Notes to B3 CROSBY WORLDWIDE: S&P Alters Outlook to Stable, Affirms 'B-' ICR DETROIT WORLD: Gets Approval to Hire Clark Hill as Special Counsel DRAGONFLY GRAPHICS: Unsecured Creditors to Get $15K over 48 Months EAGLE HOSPITALITY: Court Orders Investors to Return $2.4 Million EMERA INC: S&P Rates Series L First Preferred Shares 'BB+' ENGLISH ESTATES: Voluntary Chapter 11 Case Summary EXACTUS INC: Errors Found in Previously Issued Financial Statements FLIX BREWHOUSE: Seeks $1.5MM DIP Loan, Cash Collateral Access FLOAT HORIZEN: Reaches Settlement with HPH; Unsecureds to Get 22% GENERAL CANNABIS: Sells $1.2 Million Worth of Securities GEROU PROPERTIES: Seeks OK on First American Bank Cash Deal I LEE RE1: Seeks to Tap Malinda L. Hayes as Bankruptcy Counsel IAC/INTERACTIVECORP: S&P Affirms 'BB' ICR on Strong Liquidity JCV GROUP: Unsecureds to Recover At Least 5% Under Plan JONES SODA: BDO USA Resigns as Auditor KANSAS CITY UNITED: U.S. Trustee Unable to Appoint Committee KINGSLEY CLINIC: Lilly Unsecureds to Get $100/month for 60 Months KUMTOR GOLD: Court Denies Kyrgyz Sanctions in Case LA DHILLON: Unsecureds to Recover 100% in Onyx Sale Plan LBD PLLC: Court Approves Disclosure Statement LEWISBERRY PARTNERS: Unsecureds to Be Paid Over 1-Year Period LIMETREE BAY: Bidders May Need Costly New EPA Refinery Permit LONESTAR II GENERATION: Moody's Affirms B1 on $367MM Secured Loans LORNA JANE: Case Summary & 20 Largest Unsecured Creditors LTPB LLC: Seeks to Hire Weinstein & St. Germain as Legal Counsel LW RETAIL: Wins Cash Collateral Access Thru Oct 28 MACHINE TECH: Unsec. Creditors Will Get 5% of Claims in 60 Months MAINSTREET PIER: Seeks to Hire Kutner Brinen as Legal Counsel MALLINCKRODT PLC: Files NOAT II Trust Distribution Procedures MARAVAI TOPCO: S&P Upgrades ICR to 'B+' on Improving Performance MARVEL INVESTMENTS: All Claims to Be Paid in Full in Plan MASTER TECH: Court OKs Interim Access to Cash Collateral MCK USA 1: Seeks to Hire Pollan Legal as Bankruptcy Counsel MECHANICAL TECHNOLOGIES: October 26 Plan Confirmation Hearing Set MTE HOLDINGS: Court Confirms Sixth Amended Plan NATIONAL ASSISTANCE: Seeks to Hire Marcus & Millichap as Broker NEUSTAR INC: Moody's Puts B3 CFR Under Review for Upgrade NEW JERSEY ECONOMIC: Moody's Cuts 2015A Revenue Bonds Rating to B1 NEW YORK OPTICAL: Did Not File Monthly Operating Reports NEW YORK OPTICAL: Rodenstock Opposes Quick OK of Disclosures NINETY-FIVE MADISON: All Classes Unimpaired in Plan OMKAR HOTELS: Seeks to Hire Colliers International as Appraiser OSP PREVENTION: Seeks to Hire Jones & Walden as Legal Counsel P8H INC: Plan Disclosures Inadequate, U.S. Trustee Says PHOENIX OF ALBANY: Oct. 20 Disclosure Statement Hearing Set PHOENIX OF ALBANY: Unsecured Claims Unimpaired in Plan PRA GROUP: Fitch Gives 'BB+(EXP)' Rating to $300MM Unsec. Notes RAMJAY INC: Trustee Taps Odin, Feldman & Pittleman as Legal Counsel REMINGTON ARMS: Court Judge Irked by Student Record Bid RENOVATE AMERICA: Unsecureds Will Recover Up to 5% in Plan RIDGETOP AG: Updates Secured Claims Pay Details; Files Amended Plan ROTARY AUTO: Seeks to Hire J. Scott Logan as Bankruptcy Counsel RR3 RESOURCES: Sept. 22 Continued Hearing on Disclosure Statement SALEM CONSUMER: October 14 Disclosure Statement Hearing Set SALEM MEDIA: Moody's Ups CFR to B3 & Rates New Secured Notes B2 SANTA CLARITA LLC: Creditor Decries Plan Revision SANUWAVE HEALTH: Issues $543,478 Notes to Investors SHILO INN: Seeks Approval to Hire Stoel Rives as Local Counsel SHILO INN: Seeks to Hire Levene Neale as Bankruptcy Counsel SNL BALDWIN: Court Approves Disclosure Statement SONICWALL HOLDINGS: S&P Affirms B- ICR on Dividend Recapitalization SPECTRUM BRANDS: Fitch Puts 'BB' LT IDR on Watch Positive SPECTRUM LINK: Obtains Court Nod on Use of Cash Collateral SPHERATURE INVESTMENTS: Braun Creditors Opposes Disclosure Motion SPHERATURE INVESTMENTS: Updates Administrative Claims Bar Date SVXR INC: Seeks Approval to Hire Paul Hastings as Legal Counsel SVXR INC: Seeks to Hire Greenhill & Co. as Investment Banker SVXR INC: Taps Omni Agent Solutions as Administrative Agent TD HOLDINGS: Signs Settlement Agreement With White Lion THREEESQUARE LLC: Hearing on Disclosures Continued to Sept. 30 TITAN INT'L: Moody's Ups CFR & Senior Secured Rating to B3 TOWNSQUARE MEDIA: Moody's Affirms B2 CFR & Alters Outlook to Stable TRANS UNION LLC: Moody's Affirms Ba2 CFR Following Neustar Deal TRI-WIRE ENGINEERING: Seeks to Hire SSG as Investment Banker TRI-WIRE ENGINEERING: Seeks to Tap Casner & Edwards as Counsel TRIUMPH HOUSING: Unsecureds to Share Pro Rata of Residual Funds UFS HOLDINGS: S&P Downgrades ICR to 'CCC-' on Imminent Maturities VERDANT HOLDINGS: Seeks to Hire Cunningham as Legal Counsel VILLAGIO CARLSBAD: Court Issues Tentative Ruling on Disclosures W.R. GRACE: 3rd Circuit Remands Chapter 11 Insurer Liability Query WC 717 N HARWOOD: Has Interim Cash Collateral Access Thru Sept. 30 WEST COAST: Seeks to Hire Downing & Caba as Accountant XPLORNET COMMUNICATIONS: S&P Rates New First-Lien Debt 'B-' YC ATLANTA: Unsecureds to Be Paid in Full in Settlement Plan ZEFNIK LLC: Court Grants Preliminary Approval on Disclosures [^] BOOK REVIEW: Oil Business in Latin America: The Early Years ********* 3RD ROCK HOLDINGS: Seeks to Hire David Jennis as Legal Counsel -------------------------------------------------------------- 3rd Rock Holdings, Inc. seeks approval from the U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the Middle District of Florida to hire David Jennis, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) taking all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on its behalf, the defense of any actions commenced against the Debtor, negotiations concerning any litigation in which the Debtor may be involved, and objecting, when appropriate, to claims filed against the estate; (b) preparing legal papers; (c) advising the Debtor regarding its rights and obligations under the Bankruptcy Code; (d) preparing and filing schedules of assets and liabilities; (e) preparing and filing a Chapter 11 plan and corresponding disclosure statement, if required; and (f) performing all other necessary legal services in connection with the case. The firm's hourly rates range from $120 to $160 for paralegals and from $275 to $500 for attorneys. Mary Joyner, Esq., at David Jennis, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mary A. Joyner, Esq. David Jennis, P.A. 606 East Madison Street Tampa, FL 33602 Tel: (813) 229-2800 Email: mjoyner@jennislaw.com About 3rd Rock Holdings Inc. 3rd Rock Holdings, Inc., a Sarasota, Fla.-based company doing business in the specialized freight trucking industry, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-04613) on Sept. 3, 2021. David Hellweg, president of 3rd Rock Holdings, signed the petition. At the time of the filing, the Debtor listed as much as $10 million in both assets and liabilities. David Jennis, P.A., doing business as Jennis Morse Etlinger, represents the Debtor as legal counsel. 4202 PARTNERS: Pfeiffer Says Amended Plan Still Unconfirmable ------------------------------------------------------------- Shabsi Pfeiffer, a party in interest, objects to 4202 Fort Hamilton Debt LLC's Amended Disclosure Statement in Support of an Amended Chapter 11 Plan of Liquidation for Debtor 4202 Partners LLC. The latest reiteration of Fort Hamilton's Disclosure Statement suffers from some of the same infirmities as the last one. It attempts to include items in its credit bid rights that do not belong there; attempts to rig any joint sale of the properties so as to impede that sale and capture the upside for itself and the secured creditor in the related case; and fails to set forth any of the infirmities in its own claim that have come to light since the last Disclosure Statement was filed. Pfeiffer claims that the Disclosure Statement requires a fulsome explanation of the air rights dispute and the possible impacts and a financial analysis of the impact on each parcel, with and without those rights, so that potential bidders know what they are, or are not, buying. Pfeiffer points out that despite being advised previously that this Court would not approve a plan where inappropriate amounts are included in the lender's right to credit bid, the present Plan includes the provision that in the event of a sale of both parcels, the payment of the costs of administration, including, but not limited to, professional fees and payments to other creditors would be included in the credit bid. Pfeiffer asserts that there are serious issues with both Fort Hamilton's standing to even file this Plan and Disclosure Statement and participate in this case and in the amount of any claim it may have. Further research has determined that Fort Hamilton has assigned this note and mortgage as part of a collateral assignment to its lender. Pfeiffer further asserts that there are serious issues with Fort Hamilton's alleged claim. Improper late fees have been asserted against the Debtor. Late fees are allowed to a lender only upon the failure to pay periodic payments. Accordingly, this Disclosure Statement does not contain adequate information and presents an unconfirmable plan. The Disclosure Statement should not be approved until the issues raised have been resolved. A full-text copy of Pfeiffer's objection dated September 13, 2021, is available at https://bit.ly/3zdzS9r from PacerMonitor.com at no charge. Attorneys for Shabsi Pfeiffer: Law Offices of Avrum J. Rosen, PLLC Avrum J. Rosen, Esq. 38 New Street Huntington, New York 11743 Tel: (631) 423-8527 E-mail: arosen@ajrlawny.com About 4202 Partners 4202 Partners LLC, based in Brooklyn, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-42438). In the petition signed by Samuel Pfeiffer, manager, the Debtor listed $6,500,000 in assets and $12,403,577 in liabilities. Goldberg Weprin Finkel Goldstein LLP serves as bankruptcy counsel to the Debtor. 4218 PARTNERS: Pfeiffer Says Amended Plan Still Unconfirmable ------------------------------------------------------------- Shabsi Pfeiffer, a party in interest, objects to Maguire Ft. Hamilton LLC's Second Amended Disclosure Statement in Connection with its Amended Plan for debtor 4218 Partners LLC. The latest reiteration of Maguire's Disclosure Statement suffers from some of the same infirmities as the last one. It attempts to include items in its credit bid rights that do not belong there; attempts to rig any joint sale of the properties so as to impede that sale and capture the upside for itself and the secured creditor in the related case; and fails to set forth any of the infirmities in its own claim that have come to light since the last Disclosure Statement was filed. Pfeiffer points out that the Disclosure Statement requires a fulsome explanation of the air rights dispute and the possible impacts and a financial analysis of the impact on each parcel, with and without those rights, so that potential bidders know what they are, or are not, buying. Pfeiffer claims that despite being advised previously that this Court would not approve a plan where inappropriate amounts are included in the lender's right to credit bid, the present Plan includes the provision that in the event of a sale of both parcels, the payment of the costs of administration, including, but not limited to, professional fees and payments to other creditors would be included in the credit bid. Pfeiffer asserts that there are serious issues with both Maguire's standing to even file this Plan and Disclosure Statement and participate in this case and in the amount of any claim it may have. Further research has determined that Maguire is not a properly formed entity in New York State. Pfeiffer further asserts that Maguire has no affidavit of publication on file and none of the disclosures required as to the members are on file. As a result, Maguire has no standing in this proceeding and is without any legal capacity to assert a claim in this proceeding or to propose this Plan and Disclosure Statement. Accordingly, this Disclosure Statement does not contain adequate information and presents unconfirmable plans. The Disclosure Statement should not be approved until the issues raised have been resolved. A full-text copy of Pfeiffer's objection dated September 13, 2021, is available https://bit.ly/2YSao4X from PacerMonitor.com at no charge. Attorneys for Shabsi Pfeiffer: Law Offices of Avrum J. Rosen, PLLC Avrum J. Rosen, Esq. 38 New Street Huntington, New York 11743 Tel: (631) 423-8527 E-mail: arosen@ajrlawny.com About 4218 Partners 4218 Partners LLC owns the property located at 4218 Fort Hamilton Parkway, Brooklyn, New York, as well as, all rights attendant to such property. 4218 Partners LLC, and 175 Pulaski RLM LLC, based in Brooklyn, N.Y., sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No. 19-44444) on July 21, 2019. In the petitions signed by Joseph Fischman, manager, 4218 Partners estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million; and 175 Pulaski estimated assets and liabilities of $1 million to $10 million. The cases are assigned to the Hon. Nancy Hershey Lord. Nutovic & Associates is the Debtors' attorney. On May 21, 2021, Lender Maguire Ft. Hamilton filed an Amended Chapter 11 Plan of Reorganization for Debtor 4218 Partners, which Plan provides for the sale, free and clear of liens, claim, and encumbrances of the Debtor's 4218 Property. MORITT HOCK & HAMROFF LLP represents Maguire. 500 W 184: Seeks to Hire Marcus & Millichap as Real Estate Broker ----------------------------------------------------------------- 500 W 184 LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Marcus & Millichap as real estate broker. The Debtor needs the assistance of a broker in the marketing and sale of its property located at 500 West 184th St., N.Y. The broker will receive a commission of 4 percent of the property's purchase price if the property is sold to a third-party buyer. If the property is sold to Amsterdam Mixed Use LLC or its affiliates, the broker will receive a commission of 1.5 percent of the purchase price. Seth Glasser, a senior vice president of Marcus & Millichap, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Seth Glasser Marcus & Millichap 260 Madison Avenue, 5th Floor New York, NY 10016 Telephone: (212) 430-5100 Email: seth.glasser@marcusmillichap.com About 500 W 184 LLC Bronx, N.Y.-based 500 W 184, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10392) on March 2, 2021, listing as much as $10 million in both assets and liabilities. Elizabeth Chery, trustee, signed the petition. Judge Michael E. Wiles oversees the case. The Law Office of Warren R. Graham serves as the Debtor's legal counsel. 500 W 184: Unsecureds to Recover 8% in Lender-Backed Plan --------------------------------------------------------- Debtor 500 W 184 LLC, and secured creditor Amsterdam Mixed Use LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a proposed Plan of Reorganization and a Disclosure Statement on September 13, 2021. The Debtor is the owner of real property located at 500 West 184th Street, Bronx, New York 10467 (the "Property"). The Property is the Debtor's sole significant asset. The Property is a mixed use property, consisting of two vacant residential units and three commercial units. Together with its voluntary petition for relief under chapter 11 of the Bankruptcy Code, the Debtor filed its Schedules of Assets and Liabilities on the Petition Date. The Schedules list Amsterdam Lender as a secured creditor holding a noncontingent, liquidated, undisputed secured claim in the amount of $2,757,898 as of Sept. 14, 2021 (the "Secured Creditor's Secured Claim"). Prior to the Petition Date, in connection with its efforts to sell the Property, the Debtor entered into (i) that certain Commission Agreement dated as of March 19, 2020 (the "Commission Agreement") with Vision Realty Advisors LLC, and (ii) that certain Contract of Sale dated as of October 16, 2020 (the "Sale Contract"), for the sale of the Property to 2500 Amsterdam LLC. The Plan provides that all executory contracts and unexpired leases not assumed by the Debtor, including specifically the Commission Agreement and the Sale Contract, are rejected. The Debtor has determined that rejection of the Sale Contract is necessary and appropriate because the net sale proceeds under the Sale Contract would be insufficient to provide a distribution to the Debtor's general unsecured creditors. The Plan Proponents believe that confirmation of the Plan provides the best opportunity for maximizing recoveries for the Debtor's creditors. The Plan provides that creditors will be paid from Cash turned over by the Debtor to the Disbursing Agent and Sale Proceeds, and, if necessary, the GUC Contribution and other Cash contributed by Amsterdam Lender to the extent necessary to fund the payments and distributions called for under the Plan, in the priority established under the Bankruptcy Code. Under the Plan, counsel for the Debtor, as disbursing agent, will make distributions to creditors. The Plan will treat claims as follows: * Class 3 consists of Secured Creditor's Secured Claim. Secured Creditor shall receive the following treatment: (i) to the extent any Cash from the Sale Proceeds is remaining after payment of Administrative Claims, Professional Fee Claims, Priority Tax Claims, Class 1 Claims, and Class 2 Claims, on the Effective Date, or as soon as possible after the Secured Creditor's Secured Claim becomes an Allowed Claim, the Secured Creditor shall receive from the Disbursing Agent remaining Cash, if any, up to the full amount of its Allowed Secured Claim, or (ii) if the Property is sold to Secured Creditor by credit bid, then on the Effective Date, Secured Creditor, or its designee, shall take title to the Property free and clear of all Liens, except permitted encumbrances as determined by Secured Creditor. This Class has $2,757,898.15 estimated claim amount. * Class 4 consists of Receivership Claims. The holders of Receivership Claims shall receive the following treatment: on the Effective Date, or as soon as practicable after such Claims become Allowed Claims, each holder of an Allowed Receivership Claim in Class 4 shall receive payment from the Disbursing Agent (i) in Cash, in the full amount of its Allowed Receivership Claim, or (ii) as may be otherwise agreed in writing between Secured Creditor and the holder of such Claim. * Class 5 consists of General Unsecured Claims. The holders of such Claims shall receive the following treatment: on the Effective Date, or as soon as possible after such Claims become Allowed Claims, each holder of an Allowed Class 5 General Unsecured Claim shall receive from the Disbursing Agent its Pro Rata payment of the remaining Cash from the Sale Proceeds after payment of Administrative Claims, Professional Fee Claims, Priority Tax Claims, Class 1 Claims, Class 2 Claims, the Class 3 Claim, and Class 4 Claims; provided, however, if the amount of such remaining Cash from the Sale Proceeds available to pay Allowed Class 4 Claims is less than $20,000, Secured Creditor will fund the GUC Contribution to the extent necessary to facilitate the Pro Rata distribution of $20,000 to holders of Allowed Class 5 General Unsecured Claims. This Class has $233,783 estimated claim amount and 8% recovery. * Class 6 consists of Equity Interests. On the Effective Date, all Interest Holders shall retain their Interests and their rights as to any remaining balance of Cash, if any, that may exist after payment in full of all Allowed Claims and Classes of Claims against the Debtor. Interests of Equity shall not be extinguished, and the Debtor shall remain responsible for winding down its own affairs, without interfering with the Disbursing Agent's performance under the Plan. Payments under the Plan will be paid from either the Sale Proceeds, Cash turned over by the Debtor to the Disbursing Agent, and/or Cash to be contributed by Secured Creditor. Prior to or on the Effective Date, the Property and the Landlord Claims shall be sold to the Purchaser, pursuant to sections 363(f), 1123(a)(5)(D), and 1141(c) of the Bankruptcy Code free and clear of all Liens, with any such Liens, Claims and encumbrances to attach to the Sale Proceeds and disbursed in accordance with the provisions of the Plan. A full-text copy of the Disclosure Statement dated September 13, 2021, is available at https://bit.ly/3llRpY5 from PacerMonitor.com at no charge. Counsel for 500 W 184 LLC: Warren R. Graham, Esq. Law Office of Warren R. Graham 450 Seventh Avenue, Suite 305 New York, NY 10123 Tel: (917) 885-2370 Email: showarg@gmail.com Counsel for Amsterdam Mixed: RUBIN LLC Paul A. Rubin Hanh V. Huynh 345 Seventh Avenue, 21st Floor New York, New York 10001 Tel: 212.390.8054 Fax: 212.390.8064 prubin@rubinlawllc.com About 500 W 184 LLC 500 W 184 LLC is the owner of real property located at 500 West 184th Street, Bronx, New York 10467 (the "Property"). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10392) on March 2, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Michael E. Wiles oversees the case. The Law Office of Warren R. Graham serves as the Debtor's legal counsel. 77 VARET: Public Auction of NY Parcels Owner Set for November 3 --------------------------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code as enacted in New York, East 82nd HoldCo LLC, as assignee of Dime Community Bank ("secured party") will sell al of the limited liability company interests held by 77 Varet Holding Corp in 162-164 82nd St. LLC ("pledged entity") to the highest qualified bidder at a public sale on Nov. 3, 2021, at 2:00 p.m., remotely from the offices of Windels Marx Lane & Mittendorf LLP, 165 West 56th Street, 22nd Floor, New York, New York 10019. Remote log in credentials will be provided to registered bidders. Secured party's understanding is that the principal asset of the pledged entity is the parcels of real property commonly known as 162 and 164 East 82nd Street, New York, New York (Block 1501, Lots 46 and 45, respectively). The sale will be conducted by: Mannion Auctions LLC Attn: Matthew D. Mannion, auctioneer 305 Broadway, Suite 200 New York, New York Tel: (212) 267-6698 Interested parties who intend to bid on the collateral must contact: Greg Corbin Rosenwood Realty Group 38 East 29th Street, 5th Floor New York NY 10016 Tel: (212) 359-9904 Email: Greg@rosewoodrg.com 96 WYTHE: Wins Cash Collateral Access Thru Oct 6 ------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York has authorized 96 Wythe Acquisition LLC to use cash collateral on an interim basis to pay the ordinary, necessary and reasonable expenses of operating the Williamsburg Hotel as they come due in the ordinary course of business during the Interim Period, and without any prepayment or acceleration of expenses. The Debtor is permitted to use cash collateral through the earliest to occur of: (i) October 6, 2021, unless extended by the Lender or a further extension of authority is granted by the Court, (ii) the entry of an order of the Court terminating such authority; (iii) the dismissal of the chapter 11 case or conversion to a case under chapter 7 of the Bankruptcy Code; and (iv) the date that is five days after the Lender provides a written notice of an Event of Default, except to the extent the Court has entered a further interim or final order authorizing the Debtor's continued use of Cash Collateral beyond the Interim Period. As adequate protection, the lender, Benefit Street Partners Realty Operating Partnership, L.P., is granted additional and replacement valid, binding, enforceable, nonavoidable, and automatically perfected postpetition security interests in and liens on, without the necessity of the execution by the Debtor (or recordation or other filing) of security agreements, control agreements, pledge agreements, financing statements, mortgages, or other similar documents, on all property. The Adequate Protection Liens will be junior only to: (A) the Lender's prepetition liens, and (B) other unavoidable liens, if any, existing as of the Petition Date that are senior in priority to the Lender's prepetition liens. The Adequate Protection Liens will be subject to a $10,000 carve-out for Chapter 7 administration expenses to the extent necessary for the Debtor's payment of fees incurred under 28 U.S.C. section 1930 and statutory fees required to be paid to the Clerk of the Court. The Lender is also granted an allowed administrative expense claim in the Case ahead of and senior to any and all other administrative expense claims in the Case, with the exception of the Carve-Out, to the extent of any diminution. The Debtor is required to maintain all necessary insurance as required under the Prepetition Loan Documents, naming the Lender as a notice party and additional insured, and will promptly provide the Lender with proofs of insurance for the Hotel and copies of all documents related to any insurance premium financing arrangement the Debtor may have. The Debtor will deposit all cash it collects from the Petition Date in excess of its expenditures into a segregated debtor-in-possession bank account and will maintain such cash in the DIP Bank Account until further order of the Court. For the avoidance of doubt, the Lender's security interests in and liens on the Cash Collateral will extend to the cash in the DIP Bank Account. These events constitute Events of Default: (i) The Debtor's failure to comply with any of the terms of the Interim Order (including compliance with the Budget); (ii) The obtaining of credit or incurring of indebtedness outside of the ordinary course of business that is either secured by a security interest or lien that is equal or senior to any security interest or lien of the Lender or entitled to priority administrative status that is equal or senior to that granted to the Lender; and (iii) Entry of an order by the Court granting relief from or modifying the automatic stay under section 362 of the Bankruptcy Code to allow a creditor to execute upon or enforce a lien or security interest in any collateral that would have a material adverse effect on the business, operations, property or assets of the Debtor. A hearing to consider approval of the use of Cash Collateral on a final basis is scheduled for October 6 at 10 a.m. A copy of the Order is available at https://bit.ly/39pLfkp from PacerMonitor.com. About 96 Wythe Acquisition LLC 96 Wythe Acquisition LLC is a privately held company whose principal property is located at 96 Wythe Ave, Brooklyn, NY 11249. 96 Wythe Acquisition sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 1-22108) on February 23, 2021. In the petition signed by David Goldwasser, chief restructuring officer, the Debtor disclosed $0 in assets and $79,990,206 in liabilities. Judge Robert D. Drain oversees the case. Backenroth Frankel & Krinsky, LLP, led by Mark Frankel, is the Debtor's counsel. A.B.C. CARPET: DIP Loan, Cash Collateral Access OK'd ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has authorized A.B.C. Carpet Co. Inc. and affiliates to obtain postpetition financing on a superpriority basis from 888 Capital Partners, LLC, up to the amount of $2,650,000. The Debtors are also permitted to use cash collateral on an interim basis in accordance with the budget and provide adequate protection. The Debtors have an immediate need to use Cash Collateral and obtain credit on an interim basis in order to, among other things, administer and preserve the value of their assets and to avoid harm to their Estates. On October 1, 2020, the Debtors executed a Promissory Note and Loan and Security Agreement in favor of Gerber Finance Inc., predecessor in interest to 888 Capital Partners, as lender and, together with an equity holder as participant, to provide Debtors with one or more loans in the principal amount of $5,000,000. The DIP Facility will mature on November 10, 2021. All obligations and liabilities of the Debtors to the DIP Lender that remain outstanding or are in existence on the last day of the term of the DIP Facility will be due and payable on the Maturity Date. On July 21, 2021, the Senior Prepetition Lender and one of the Debtors' equity holders Ms. Paulette Cole executed a Participation Agreement, pursuant to which Ms. Cole as the Participant acquired a $2,000,000 undivided junior participation interest under the Prepetition Loan Documents. On August 4, 2021, the Senior Prepetition Lender and the Participant executed a Partial Release of Collateral, pursuant to which the Participant acquired an additional $700,000 undivided junior participation interest under the Prepetition Loan Documents. The Prepetition Loan is secured by a first priority security interest in all assets of the Debtors in which the Prepetition Lender properly perfected a security interest. The Prepetition Loan matures on September 30, 2022, and bears interest at the rate of 3% per annum in excess of the prime rate plus 5% in the case of a default. As of the Petition Date, the outstanding balance due on the Prepetition Loan (including recent prepetition advances) was no less than $8,747,598.42, of which no less than $2.7 million constitutes the Participant’s Participation Interest under the Participation Documents, including interest. As adequate protection for the Debtors' use of prepetition collateral, the Prepetition Lender is granted postpetition priority, valid, and perfected replacement liens on and security interests in all of the Debtors’ now existing and hereafter acquired DIP Collateral, which Adequate Protection Liens will (i) be junior to the DIP Liens, the Carve-Out, and the Valid Prior Liens, and (ii) will be senior to all other security interests in, liens on, or claims against the Prepetition Collateral and DIP Collateral, whether now existing or hereafter arising or acquired. The Adequate Protection Liens granted to the Prepetition Lender pursuant to the Interim Order are automatically perfected by operation of law upon the Court's entry of the Interim Order nunc pro tunc from the Petition Date without further action by the Prepetition Lender. The DIP Liens, the DIP Superpriority Claims, the Prepetition Liens, the Adequate Protection Liens, and the Superpriority Adequate Protection Claim will be junior and subject to the payment, without duplication, of these fees and expenses: (i) all unpaid fees payable to the U.S. Trustee and Clerk of the Bankruptcy Court pursuant to 28 U.S.C. section 1930(a); (ii) to the extent allowed by the Bankruptcy Court at any time (regardless of whether the order allowing such fees is entered before or after notice of the Carve-Out Trigger Date and subject to Paragraph 4(c), payment of fees and expenses and reimbursement of expenses payable to Greenberg Traurig, LLP, as counsel to the Debtors, and any other professionals retained by the Debtors or a creditors' committee, if appointed incurred prior to delivery of a Carve-Out Notice, inclusive of any holdbacks, but excluding any unused retainers established prior to the date hereof; (iii) all unpaid fees and expenses incurred by the Professionals after the delivery of a Carve-Out Notice, in an aggregate amount not to exceed $250,000, and an additional $500,000 further to the engagement letter between the Debtors and B. Riley to be held in trust for the benefit of B. Riley for the duration of the "Tail Period" to satisfy any "Transaction Fee" if payable, as each of those terms are defined in the Engagement Letter; provided, for the avoidance of doubt, that all amounts paid to Professionals under the Carve-Out must be allowed by order of the Bankruptcy Court; and (iv) in the event of a conversion of the Bankruptcy Cases to cases under chapter 7 of the Bankruptcy Code, allowed fees and expenses incurred by a trustee and any professional retained by such trustee, in an aggregate amount not to exceed $50,000. Subject to the provisions of the DIP Loan Documents and the Interim Order, unless and until all DIP Obligations are indefeasibly paid in full in, the protections afforded DIP Lender pursuant to the Interim Order and under the other DIP Loan Documents, and any actions taken pursuant thereto, will survive the entry of any order confirming a chapter 11 plan or converting these Bankruptcy Cases into a case under chapter 7, and the DIP Superpriority Claim will continue in these proceedings and in any successor case, and such DIP Superpriority Claim will maintain its respective priority as provided by the Interim Order. A final hearing on the Financing Motion is scheduled for September 28 at 10 a.m. A copy of the order and the Debtor's DIP budget for the period beginning September 8 to the week ending November 6, 2021, is available at https://bit.ly/3Eq7Qv4 from Stretto, the claims agent. The Debtor projects $851,000 in total collections and $1,630,000 in total operating disbursements for the week ending September 18. About A.B.C. Carpet Co., Inc. A.B.C. Carpet Co., Inc.own and operate ABC Carpet & Home, an iconic lifestyle brand and home furnishing retailer with stores in Manhattan and Brooklyn. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No 21-11591) on September 8, 2021. In the petition signed by Aaron Rose, chief executive officer, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Its affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are A.B.C. Home Furnishings, Inc. and A.B.C. Oriental Carpets, Inc. A.B.C. Carpet Co., Inc. is the lead case. Judge David S. Jones oversees the case. The Debtors tapped Greenberg Traurig, LLP as general bankruptcy counsel, B. Riley Securities, Inc. as investment banker and financial advisor, Bankruptcy Management Solutions, Inc. d/b/a Stretto as noticing and claims agent. A.B.C. CARPET: Lead Bidder Has Ties Owner and Founder Cole ---------------------------------------------------------- Eliza Ronalds-Hannon and Jeremy Hill of Bloomberg News report that ABC Carpet & Home's potential buyer has ties to founder Paulette Cole. ABC Carpet & Home owner and board member Paulette Cole is a part-owner of the company's stalking-horse bidder, 888 Capital Partners, according to court documents. 888 Capital Partners is controlled by Regal Investments LLC, according to a document noting Paulette Cole also holds a minority equity interest. 888 Capital has agreed to forgive about $15 million worth of debt for ownership of the retailer as part of the offer. Better offers from alternative buyers could still come in at the auction. About ABC Carpet & Home A.B.C. Carpet & Home, Inc., is a New York-based seller of luxury home goods. The company traces its roots to the late 1800s, when Austrian immigrant Samuel Weinrib started the business from a pushcart on Manhattan's Lower East Side. His great-granddaughter Paulette Cole helped build its red-brick building on Broadway into a high-end destination for designers and decorators and their affluent clients. A.B.C. Carpet Co. Inc., along with two affiliates, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 21-11591) on Sept. 8, 2021. It listed assets of up to $50 million and as much as $100 million of liabilities in its petition. The Debtors tapped GREENBERG TRAURIG, LLP as counsel; and B. RILEY SECURITIES, INC., as financial advisor. BANKRUPTCY MANAGEMENT SOLUTIONS, INC. (STRETTO) is the claims agent. AGM GROUP: Bin Cao Ceases to be Chairman ---------------------------------------- The employment agreement between AGM Group Holdings Inc. and Bin Cao, chairman of the Company, expired on May 19, 2021. Mr. Cao continued to serve on an at-will basis after expiration through Sept. 10, 2021, when the Board of Directors determined not to extend Mr. Cao's employment and to remove Mr. Cao from all position of the Company. The determination was not due to any disagreement with management on any matter related to the Company's operations, policies or practices, according to a Form 8-K filed with the Securities and Exchange Commission. On Sept. 15, 2021, the Board approved the appointment of Chenjun Li, Co-CEO of the Company, as the director and the Chairman of the Board, effective Sept. 15, 2021, until the next annual shareholders meeting or until his earlier death, resignation or removal. About AGM Group Holdings Headquartered in Wanchai, Hong Kong, AGM Group Holdings Inc. is a software company, currently providing fintech software and trading education software and website service. AGM Group reported a net loss of $1.07 million for the year ended Dec. 31, 2020, a net loss of $1.56 million for the year ended Dec. 31, 2019, and a net loss of $8.41 million for the year ended Dec. 31, 2018. Flushing, New York-based JLKZ CPA LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 22, 2021, citing that the Company has incurred substantial losses during the year, which raises substantial doubt about its ability to continue as a going concern. ALL SORTS OF SERVICES: Plan Confirmation Hearing Set for Oct. 13 ---------------------------------------------------------------- Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved the Disclosure Statement of All Sorts of Services of America, Inc. The hearing to consider confirmation of the Debtor's Chapter 11 Plan will be held on October 13, 2021 at 10 a.m. Objections to Plan confirmation must be filed and served no later than seven days before the confirmation hearing. Ballots accepting or rejecting the Plan must be filed no later than eight days before the confirmation hearing. A copy of the order is available for free at https://bit.ly/3nmNJIi from PacerMonitor.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. ALLEGHENY SHORES: Oct. 12 Plan Confirmation Hearing Set ------------------------------------------------------- On Aug. 16, 2021, debtor Allegheny Shores, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Plan of Reorganization and Disclosure Statement. On Sept. 13, 2021, Judge Jeffery A. Deller approved the Disclosure Statement and ordered that: * Oct. 5, 2021 is fixed as the last day for serving on the attorney for debtor ballots which are written acceptances or rejections of the plan. * Oct. 5, 2021 is fixed as the last day for filing and serving written objections to the confirmation of the plan. * Oct. 12, 2021 at 10:00 AM via Zoom is the hearing on confirmation of the plan. * Oct. 12, 2021 is the last day for filing a complaint objecting to discharge. A copy of the order dated September 13, 2021, is available https://bit.ly/3nFEseG from PacerMonitor.com at no charge. Counsel for Allegheny Shores: Stanley E. Levine, Esquire Jonathan G. Babyak, Esquire Campbell & Levine, LLC 310 Grant Street, Suite 1700 Pittsburgh, PA 15219 Tel: (412) 261-0310 Fax: 412-261-5066 E-mail: dbs@camlev.com About Allegheny Shores Allegheny Shores LLC, a Pittsburgh, Pa.-based company engaged in activities related to real estate, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Court (Bankr. W.D. Penn. Case No. 21-20386) on Feb. 25, 2021. In the petition signed by Fabian Friedland, managing member, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Jeffery A. Deller oversees the case. Jonathan G. Babyak, Esq., at Campbell & Levine, LLC, is the Debtor's legal counsel. ALPHA LATAM: $45MM DIP Loan, Cash Collateral Access OK'd -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized Alpha Latam Management, LLC and affiliates to obtain a debtor-in-possession financing facility consisting of a term loan credit facility pursuant to the Senior Secured Super-priority Debtor-in-Possession Note Purchase Agreement with UMB Bank, as administrative agent. The Alpha Capital, S.A.S. and AlphaDebit, S.A. de C.V., DIP Borrowers, are authorized to incur indebtedness under the DIP Facility and issue notes thereunder up to an aggregate principal amount of indebtedness of $45,000,000. The Debtors are also permitted to use cash collateral on a final basis in accordance with the budget and provide related relief. A need exists for the Debtors to obtain the DIP Facility in order to continue operations, to satisfy in full the costs and expenses of administering the Cases and to preserve the value of their estates, including for AlphaDebit and Alpha Capital to on-lend to certain non-Debtor Mexican affiliates of the Debtors pursuant to an intercompany working capital facility effectuated prepetition which is secured by the Mexican Affiliates' unencumbered loan portfolio and other assets. The DIP Agent, for the benefit of the DIP Note Purchasers, in respect of the DIP Obligations is granted a superpriority administrative claim pursuant to section 364(c)(1) of the Bankruptcy Code over administrative expenses of any kind or nature subject and subordinate only to the payment of the Carve-Out and liens on and security interests in all assets and property of the Debtors. The DIP Agent for the ratable benefit of the DIP Secured Parties is granted, on a final basis, valid, binding, continuing, enforceable, fully perfected first priority senior security interests in and liens upon all DIP Collateral and valid, binding, continuing, enforceable, fully perfected security interests and liens upon DIP Collateral that is subject to Permitted Prior Liens. The "Carve-Out" means the sum of: (a) all fees required to be paid to the Clerk of the Court and to the Office of the U.S. Trustee under 28 U.S.C. section 1930(a)(6); (b) all reasonable fees and expenses up to $50,000 incurred by a trustee under section 726(b) of the Bankruptcy Code; (c) to the extent allowed at any time, whether by interim order, compensation or procedural order, or otherwise, all unpaid fees and expenses incurred or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code and any statutory committee appointed in the Cases pursuant to section 328 or 1103 of the Bankruptcy Code that are incurred on or prior to the Carve-Out Trigger Date; and (d) (x) Allowed Professional Fees of Debtor Professionals in an aggregate amount not to exceed $5,000,000 and (y) if a Committee is appointed, the Allowed Professional Fees of any Committee Professionals in an aggregate amount not to exceed $500,000. The provisions of the Final Order and any actions taken pursuant thereto will survive entry of any order which may be entered (i) converting any of the Cases to a case under Chapter 7 of the Bankruptcy Code, (ii) to the extent authorized by applicable law, dismissing any of the Cases, (iii) withdrawing of the reference of any of the Cases from the Court or (iv) providing for abstention from handling or retaining of jurisdiction of any of the Cases in the Court. A copy of the final order is available for free at https://bit.ly/2XmuELT from PacerMonitor.com. About Alpha Latam Management Wilmington, Del.-based Alpha Latam Management, LLC and its affiliates operate a specialty finance business that offers consumer and small business lending services to underserved communities in Mexico and Colombia. Alpha Latam Management and certain of its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 21-11109) on August 1, 2021, disclosing assets of between $100 million and $500 million and liabilities of between $500 million and $1 billion. Judge J. Kate Stickles oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and White & Case, LLP as legal counsel; Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. as investment bankers; and AlixPartners, LLP as financial advisor. Prime Clerk, LLC is the claims and noticing agent and administrative advisor. On Aug. 11, 2021, Alpha Holding, S.A. de C.V. and AlphaCredit Capital, S.A. de C.V. SOFOM, ENR commenced in Mexico City a jointly administered voluntarily filed proceeding pursuant to the Ley de Concursos Mercantiles. Through this proceeding, the Mexican Debtors intend to pursue a controlled restructuring and possible sale of their assets. ALPHA LATAM: Gets Court Okay to Hold Payroll Loan Portfolio Auction ------------------------------------------------------------------- Steven Church of Bloomberg News reports that Alpha Latam Management, the Colombian payroll-deduction lender, won court approval to set up an auction for its loan portfolio. U.S. Bankruptcy Judge J. Kate Stickles approved rules for the auction, which would be held at the end of October should the company get more than one offer. The company "is very close to selecting" a so-called stalking horse bidder who would make a binding, initial offer that would set a floor for the auction, company lawyer John Cunningham said during a virtual court hearing Wednesday, September 15, 2021. About Alpha Latam Management Wilmington, Del.-based Alpha Latam Management, LLC, and its affiliates operate a specialty finance business that offers consumer and small business lending services to underserved communities in Mexico and Colombia. Alpha Latam Management and certain of its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 21-11109) on Aug. 1, 2021, disclosing assets of between $100 million and $500 million and liabilities of between $500 million and $1 billion. Judge J. Kate Stickles oversees the cases. The Debtors tapped Richards, Layton & Finger, P.A. and White & Case, LLP as legal counsel; Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. as investment bankers; and AlixPartners, LLP as financial advisor. Prime Clerk, LLC is the claims and noticing agent and administrative advisor. On Aug. 11, 2021, Alpha Holding, S.A. de C.V. and AlphaCredit Capital, S.A. de C.V. SOFOM, ENR commenced in Mexico City a jointly administered voluntarily filed proceeding pursuant to the Ley de Concursos Mercantiles. Through this proceeding, the Mexican Debtors intend to pursue a controlled restructuring and possible sale of their assets. AMADUES DEVELOPMENT: Trustee Seeks Approval to Hire Expert Witness ------------------------------------------------------------------ Cheryl Rose, the trustee appointed in Amadues Development, LLC's Chapter 11 case, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Michael Lichtenstein, Esq., a seasoned litigator at Shulman Rogers, to serve as an expert witness. Mr. Lichtenstein will provide expert witness testimony with regards to the legal malpractice claims against William Chen, Esq., and his employer in legal proceedings before the Circuit Court for Montgomery County, Maryland, and handle other matters if requested. The attorney will bill his usual hourly fee of $590 and will seek reimbursement for out-of-pocket expenses. Mr. Lichtenstein disclosed in a court filing that he is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Lichtenstein can be reached at: Michael J. Lichtenstein, Esq. Shulman Rogers 12505 Park Potomac Avenue Potomac, MD 20854 Tel: 301-230-5231 Fax: 301-230-2891 Email: mjl@shulmanrogers.com About Amadues Development Gaithersburg, Md.-based Amadues Development, LLC, a privately held company in the residential building construction business, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-19515) on July 15, 2019. At the time of the filing, the Debtor disclosed $2,094,200 in assets and $1,456,864 in liabilities. Judge Thomas J. Catliota oversees the case. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. serves as the Debtor's legal counsel. Cheryl E. Rose is the Chapter 11 trustee appointed in the Debtor's Chapter 11 case. The trustee tapped Rose & Associates LLC as bankruptcy counsel, Offit Kurman P.A. as special counsel, and James H. Brandon, CPA as accountant. AMERICAN SLEEP: Seeks to Hire Lefkovitz & Lefkovitz as Counsel -------------------------------------------------------------- American Sleep Medicine, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire Lefkovitz & Lefkovitz, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor as to its rights, duties, and powers under the Bankruptcy Code; (b) preparing and filing legal papers; (c) representing the Debtor at all hearings, meetings of creditors, conferences, trials, and any other proceedings in this Chapter 11 case; and (d) other necessary legal services. The hourly rates of the firm's attorneys and staff are as follows: Steven L. Lefkovitz $555 per hour Associate Attorneys $350 per hour Paralegals $125 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received an initial retainer of $15,000 from the Debtor. Steven Lefkovitz, Esq., a member of Lefkovitz & Lefkovitz, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 618 Church Street, Suite 410 Nashville, TN 37219 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About American Sleep Medicine LLC American Sleep Medicine, LLC filed a petition for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 21-02741) on Sept. 8, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Jerry Lauch, president of American Sleep Medicine, signed the petition. Judge Charles M. Walker oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz is the Debtor's legal counsel. ANGEL'S SQUARE: Lighthouse Global Says Disclosures Inadequate ------------------------------------------------------------- Secured Creditor Lighthouse Global Investments Inc. objects to the Disclosure Statement and Plan of Reorganization of debtor Angel's Square, Inc., and in support states as follows: * Debtor has failed to disclose the current status of the leases on the rental properties and amount of rental income or provide an accounting of the income and expenses of the Property or the terms of any lease on this property. * Debtor has failed to provide adequate information to determine its current monthly obligations, projected future expenses and the ability of Mr.Gill, the principal of the Debtor, to provide "Personal Funding" to make Plan payments. * Failure to include such information makes it is impossible to determine the feasibility of the Plan and its likelihood of successfully reorganizing debt without the need for further reorganization. * The Plan is silent as to the applicability of the automatic stay to Creditor's rights after the effective date of the Plan. So, Creditor is left to guess whether or not it has stay relief upon the confirmation of the Plan. * The most telling indicator of bad faith is the Debtor's attempt to manipulate the terms of its Chapter 11 Plan to create an artificial impaired class for the sole purpose of securing a cramdown of Creditor's interest rate from 12% per annum to 3% per annum, in clear violation of the fair and equitable requirement of 11 USC Sec. 1129(b)(2). * It is abundantly clear that the purpose of the Debtor's filing is to frustrate Creditor's efforts to enforce its remedies under the original loan documents and to obtain refinancing of Creditor's debt at below market rates. The bankruptcy code should not be viewed as an alternative to refinancing. A full-text copy of Lighthouse Global's objection dated September 13, 2021, is available at https://bit.ly/3ltLQqz from PacerMonitor.com at no charge. Attorney for Creditor: SAX, WILLINGER & GOLD INVESTMENTS, INC. 600 S. Andrews Avenue, Suite 401 Fort Lauderdale, FL 33301 (305) 591-1040 E-Mail: sgold@swglawyers.com STUART M. GOLD, ESQ. About Angel's Square Fort Lauderdale, Fla.-based Angel's Square, Inc. is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Angel's Square sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-13576) on April 15, 2021. Fernando D. Gill, registered agent, signed the petition. In its petition, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Judge Peter D. Russin oversees the case. Behar Gutt & Glazer, P.A. is the Debtor's legal counsel. ANGI INC: S&P Downgrades ICR to 'B+' on Weaker Credit Metrics ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Denver-based home services digital marketplace company Angi Inc. to 'B+' from 'BB-'. S&P also lowered its stand-alone credit profile on the company to 'b' from 'b+'. S&P continues to apply a one-notch uplift to the SACP to reflect potential group support from its parent, IAC/InterActiveCorp in a stress scenario to derive the issuer credit rating. S&P said, "At the same time we lowered our issue-level rating on Angi Group's $500 million senior unsecured notes to 'B+' from 'BB-'." The stable outlook reflects the company's sizable cash balance that will support operations, despite pressured EBITDA generation over the next 12 months. S&P said, "Angi's EBITDA margins were weak as of six-months-ended June 2021 and we expect margins will remain pressured over the next 12 months due to a confluence of factors. Credit metrics have been weaker through the first six months of the year compared with our previous expectations. We expected the company's S&P Global Ratings'-adjusted EBITDA to decline 15% to 20% from 2020 levels of about $144 million. However, that metric has been negligible through the first half of the year because of higher operating and marketing expenditures, which we expect will persist through remainder of 2021, but improve in 2022. The business is currently undergoing a rebranding campaign that has led to elevated marketing expenditures and declining organic site traffic." Additionally, management is focused on growing its Angi Services business, leading to margin erosion as the business has not yet grown to a profitable scale. Angi's service providers (SPs) are seeing high levels of organic demand, which has slowed their adoption of Angi's online leads. The company's rebranding effort lowered organic traffic to its website and increased costs. In March 2021, Angi began a rebranding campaign in which it updated its website and brands from Angie's List to Angi, as well as curtailed its marketing spending on the HomeAdvisors brand. The brand change has resulted in increased selling and marketing expenditures (up 17% to $444 million through the first six months of the year compared with $380 million over the same period in 2020), and a negative impact on the company's marketplace service requests from organic search results and mobile applications. This in turn has resulted in higher paid search engine marketing and lower revenue and margins. Angi Services could prove to be a growth engine for the company but adoption remains in its early stages and additional investments are needed to grow the business. Angi is investing heavily to expand the Angi Services business. Angi Services are the company's fixed-priced offerings by which the consumer purchases services directly from Angi through fixed-price service contracts and the company engages a service professional to perform the service. Angi believes the rollout of features such as instant booking and fixed-price services in its marketplace will help reduce friction and support greater demand from both consumers and service professionals, thereby creating a flywheel that benefits all market participants. However, it needs to make material investments to create a thriving marketplace at the local level, such as taking on the pricing risk inherent in its fixed-price contracts for instant booking before a service professional has bid on a project. Therefore, S&P expects the company's margins to be pressured over the next year as it invests in improving the supply from providers and the consumer demand for its platform. A strong housing market and significant demand for home services will likely continue to slow the growth of service provider adoption in the near term. Market conditions are driving solid demand for home services and creating a barrier to SPs adopting online lead generation. SPs are seeing high demand through their existing marketing channels and do not need to rely on online lead generation. S&P said, "We expect the housing market to remain strong over the next 12 months as consumers adjust to a new hybrid way of working and continue to invest in their houses. As a result, we expect Angi will likely continue investing aggressively in its platform to get SPs to participate in its fixed-price services." Angi has strong liquidity to support its operations, despite pressured EBITDA generation over the next 12 months. S&P expects Angi to generate around $50 million to $60 million of negative free operating cash flow in 2021, improving to slightly negative to breakeven levels of free operating cash flow in 2022 as the company sees benefit from investing in Angi Services, and the pace of high selling and marketing spending declines. Despite the anticipated cash flow burn over the next 12-24 months, Angi had about $584 million of cash on the balance sheet as of June 30, 2021. The company has no near-term debt maturities, and has sufficient cash on hand to support operations, investment and interest payments over the next 12 months. These factors somewhat offset the risks posed by its elevated leverage. The company benefits from its market-leading position, though it participates in an industry with limited barriers to entry. Angi Inc. owns well-known brands, such as Angi (formerly Angie's List), HomeAdvisor Powered by Angi, and Handy, in the home services industry. S&P said, "However, we view this as a nascent industry because less than 20% of home service contracts in the U.S. are fulfilled online. While consumers prefer to interact with known brands with a reputation for transparency, ease of use, and service quality, the industry has relatively low barriers to entry. Because of this, significant marketing and product investments by existing or new competitors could, over time, increase Angi's customer acquisition costs and pressure the margins of all industry players. We expect to see greater competition in the sector as online purchasing of home services grows. That said, the expansion of this sector will also benefit Angi given its market-leading position and greater operating leverage. We also believe the expansion of this industry will enable the company to form an established suite of products over time. Upon completing its investment phase and rebranding campaign, we expect Angi's adjusted leverage could decline toward 6x over the next 24 months. Adjusted leverage was about 12x on a rolling-12-month basis as of June 30, 2021." S&P said, "We believe IAC would provide a moderate level of credit support to Angi in a stress scenario. We consider Angi to be moderately strategic to IAC given the parent's significant ownership stake and investment in Angi, IAC's significant cash holdings (about $3.5 billion as of June 30, 2021), and its desire to gain a market leadership position in the home services space. In addition, Joey Levin, IAC's CEO, is the chairman of Angi's board of directors. IAC has historically encouraged its investments to be profitable overtime on a standalone basis. Therefore, we believe IAC would provide a moderate degree of credit support to Angi in a stress scenario because it has an economic incentive to preserve its credit strength. To reflect this, we apply one notch of uplift to our 'b' SACP, arriving at our 'B+' issuer credit rating, which is two notches below our 'BB' rating on IAC. Over the long term, we believe IAC will look to expand Angi and could eventually spin it off as a separate business." The stable outlook reflects the company's sizable cash balance, which will support operations and the company's investment spending despite pressured EBITDA generation over the next 12 months. S&P could lower its rating on Angi over the next 12 months if: -- It depletes its cash balance from significant negative cash flows due to continued high marketing and rebranding investments and operating challenges such as slower service provider adoption; or -- S&P downgrades IAC by two or more notches from the current 'BB' issuer credit rating. Although unlikely over the next 12 months, S&P could raise its rating on Angi if: -- Its leverage declines and remains below 6x due to strong revenue and EBITDA growth, successful product launches, or accretive acquisitions; or -- The company increases its scale and the diversity of its offerings, such as by expanding its portfolio of fixed-price services, and its instantly bookable services contribute a significant proportion of its EBITDA. APP REALTY: Wins Access to First Midwest's Cash Collateral ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, has authorized APP Realty, LLC to use the cash collateral of First Midwest Bank, the prepetition secured lender, through the close of business on December 2, 2021, in accordance with the budget, with a 10% variance. As of the Petition Dates, APP Realty owed First Midwest Bank approximately $1,017,942 and APP Car Wash owed the Bank $1,027,076. The Prepetition Senior Secured Lender further asserts the Debtors granted the Lender a perfected prior security interest and lien on the property located at 4650 W. Fullerton Avenue, Chicago, Illinois, as well as all of the assets of the Debtors together with the proceeds thereof, some of which constitutes "cash collateral" within the meaning of section 363(a) of the Bankruptcy Code. In return for the Debtors' continued interim use of cash collateral, the Prepetition Senior Secured Lender is granted adequate protection payments in the amounts set forth in the Budget per month until further Court order to protect against any diminution in value of the Collateral. For any diminution in value of the Prepetition Senior Secured Lender's interest in the Cash Collateral from and after the Petition date, the Prepetition Senior Secured Lender will receive an administrative expense claim pursuant to Section 507(b). The Prepetition Senior Secured Lender is also granted adequate protection for its asserted secured interests in substantially all of the Debtors' assets, including cash collateral equivalents and the Debtors' cash and accounts receivable, among other collateral, to the same extent, priority and validity as the Prepetition Senior Secured Lender held in the Collateral prepetition. The failure to maintain insurance coverage and pay taxes and the failure to cure same within 10 business days after notice, will constitute an event of default. The Prepetition Senior Secured Lender is granted replacement liens, attaching to the Collateral, but only to the extent of their prepetition liens and only to the extent of priority that existed on the date of filing. The Debtors agree the Prepetition Senior Secured Lender's security interest extends to the Debtor’s cash that is generated post-petition. The liens granted will be valid, perfected, and enforceable without any further action by the Debtors and/or the Prepetition Senior Secured Lender and need not be separately documented. A further hearing on the use of cash collateral is scheduled for December 2, 2021 at 11:30 a.m. via Zoom for Government. A copy of the order and the Debtor's budget for May to 2021 is available at https://bit.ly/39hgvSd from PacerMonitor.com. About APP Realty and APP Car Wash APP Realty, LLC, a Chicago-based company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-03839) on March 24, 2021. The case is jointly administered with the Chapter 11 case filed by an affiliate, APP Car Wash, LLC, on May 20, 2021 (Bankr. N.D. Ill. Case No. 21-06550). Judge Lashonda A. Hunt oversees the cases. At the time of filing, APP Realty had total assets of $1,226,027 and total liabilities of $1,028,763. Meanwhile, APP Car Wash disclosed total assets of up to $1 million and total liabilities of up to $10 million. Joyce W. Lindauer Attorney, PLLC and Bauch & Michaels, LLC serve as the Debtors' bankruptcy counsel and local counsel, respectively. ATHLETICO HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Oak Brook, Ill.-based outpatient rehabilitation provider, Athletico Holdings LLC and revised its outlook to stable from negative. At the same time, S&P affirmed its 'B' issue-level rating on the company's first-lien revolving credit facility and term loan. The recovery rating remains '3'. The stable outlook reflects S&P's view that downside risks from the COVID-19 pandemic have subsided. It also reflects its expectation for positive discretionary cash flow generation and adjusted debt to EBITDA of 5x-6x over the next couple of years. S&P said, "Athletico's credit metrics have improved through the first half of 2021 with increases in elective and outpatient procedures driving a strong recovery in patient volumes that we believe will continue to grow. The company's revenue during the first half of 2021 increased 24% from the prior year and 13% from the same period in 2019. Patient visits have gradually rebounded since reaching a trough in the second quarter of 2020 and we expect volumes this year to outpace 2019. This improvement is partially due to the U.S. government vaccine rollout, which has ramped up throughout the year. In our view, patients are now more comfortable visiting Athletico's clinics for elective medical procedures that were previously delayed. Additionally, the company resumed its de novo growth strategy with 20 new clinic openings in the first and second quarters of 2021. The company now operates nearly 550 clinics across the country. Our forecast assumes the company completes 30-40 de novos for 2021, on pace with previous annual targets. "We expect adjusted debt to EBITDA to be 5x-6x over the next couple of years and assume patient volumes remain strong. Our forecast assumes adjusted EBITDA in 2021 will recover to at least the 2019 level through a combination improved patient volumes and profitability. Beyond 2021, we expect revenue growth in the mid- to high-single-digit percentage area, which incorporates organic growth, $10 million - $20 million of de novo investments per year, and $20 million-$30 million of acquisitions per year. We also assume adjusted EBITDA margins will moderate somewhat over the next couple of years but remain in the 24%-26% range. This should result in adjusted EBITDA growth in the low- to mid-single-digit percentage area and adjusted discretionary cash flow generation of more than $20 million, or 3% of debt. "The stable outlook reflects our expectation that the company will maintain adjusted debt to EBITDA of 5x-6x over the next couple of years and adjusted discounted cash flow (DCF) to debt above 3%. We assume annual revenue growth in the mid- to high-single-digit percentage area as patient volumes continue to rise, supplemented through its de novo clinics and tuck-in acquisitions. "We could lower our rating on Athletico within the next 12 months if adjusted debt to EBITDA increases above 8x or adjusted DCF to debt falls below 3% for a sustained period. This could occur from a resurgence of COVID-19 cases that meaningfully reduces patient volumes at Athletico's clinics, poor execution of new store openings, or bad debt expenses that drag down profitability. "We view an upgrade within the next 12 months as unlikely, given Athletico's private equity ownership. In our opinion, this makes the company more likely to pursue shareholder-friendly initiatives such as acquisitions or distributions if leverage falls below 5x. That said, we could raise our ratings on the company within this period if we expect the company to sustain adjusted debt to EBITDA below 5x and believe there is a low likelihood that a material acquisition or shareholder distributions could push leverage higher than 5x." AVIANCA HOLDINGS: Unsecured Creditors to Recover 1% in Joint Plan ----------------------------------------------------------------- Avianca Holdings S.A. (AVH) and its affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement for Joint Chapter 11 Plan dated September 13, 2021. The Plan is the result of extensive good faith negotiations, overseen by AVH's board of directors, among the Debtors and several of their key economic stakeholders. The Plan is supported by, among others, the Committee; the Consenting Noteholders, which collectively held a majority of the Debtors' 9.000% Senior Secured Notes due 2023 prior to giving effect to the DIP Roll-Up; and a majority of the holders of Tranche B DIP Facility Claims. The Plan provides for a comprehensive restructuring of the Company's balance sheet and a significant investment of new capital in the Company's business. The transactions contemplated in the Plan will strengthen the Company by substantially reducing its debt and increasing its cash flow and will preserve over 10,000 jobs. More specifically, in connection with the Plan: * The Debtors have determined to exercise their right, pursuant to the DIP Facility Documents, to convert the Tranche A-1 DIP Facility Claims and Tranche A-2 DIP Facility Claims to 7-year exit financing upon emergence. Subject to satisfaction of certain conditions precedent, Tranche A-1 DIP Facility Claims and Tranche A-2 DIP Facility Claims will convert into indebtedness under the Exit Facility pursuant to the Plan. * The Debtors engaged in a competitive marketing process to determine whether an alternative investor would be willing to provide capital to the Reorganized Debtors on terms superior to those offered by the Tranche B DIP Lenders, which, as part of the DIP Credit Agreement, committed to convert all of the Tranche B DIP Facility Claims to at least 72% of fully diluted equity securities of a new corporation or other legal entity that may be formed on or prior to the Effective Date to, among other things, directly or indirectly acquire substantially all of the assets and/or stock of AVH (as defined in the Plan, "Reorganized AVH"). * Holders of General Unsecured Avianca Claims will receive the cash equivalent of their Pro Rata share of (a) 1.75% of the New Common Equity and (b) warrants to purchase 5.0% of the New Common Equity, with a cashless exercise price of $1.48 billion and a 5 year term (as defined in the Plan, the "Warrants"); provided, that, in the event that the Class of General Unsecured Avianca Claims votes to accept the Plan, holders of General Unsecured Avianca Claims will receive the cash equivalent of their Pro Rata share of an additional 0.75% of the New Common Equity (i.e., 2.5% of the New Common Equity in the aggregate) and the Warrants. * Recoveries are being carved out of the value of the collateral securing the Tranche B DIP Facility Claims and would not otherwise be available to holders of such unsecured Claims without the consent of holders of Tranche B DIP Facility Claims, which consent was obtained in connection with good-faith, arms' length negotiations among the Debtors, the Committee, and holders of Tranche B DIP Facility Claims. Such negotiations resulted in a global settlement (the "Global Plan Settlement"), pursuant to which the Debtors resolved all issues that may have been raised by the Committee with respect to the Plan, including, among other things, disputes on enterprise value. Class 11 consists of all General Unsecured Avianca Claims. Each holder of an Allowed General Unsecured Avianca Claim will receive its Pro Rata share of either (A) the Unsecured Claimholder Cash Pool or (B) if such holder makes a written election on a timely and properly delivered and completed Ballot or other writing reasonably acceptable to the Debtors or Reorganized Debtors to receive the Unsecured Claimholder Equity Package, (1) the Unsecured Claimholder Equity Pool and (2) the Warrants. This Class has 1.0% – 1.4% estimated recovery. Class 12 consists of all General Unsecured Avifreight Claims. Each holder of a General Unsecured Avifreight Claim will (i) receive from Reorganized Avifreight, in full and final satisfaction of its General Unsecured Avifreight Claim, payment, in Cash, equal to the Allowed amount of such Claim, on the later of the Effective Date and the date when its General Unsecured Avifreight Claim becomes due and payable in the ordinary course or (ii) be otherwise rendered Unimpaired. This Class has 100% estimated recovery. Class 13 consists of all General Unsecured Aerounion Claims. Each holder of a General Unsecured Aerounión Claim will (i) receive from Reorganized Aerounion, in full and final satisfaction of its General Unsecured Aerounion Claim, payment, in Cash, equal to the Allowed amount of such Claim, on the later of the Effective Date and the date when its General Unsecured Aerounion Claim becomes due and payable in the ordinary course or (ii) be otherwise rendered Unimpaired. This Class has 100% estimated recovery. Class 14 consists of all General Unsecured SAI Claims. Each holder of a General Unsecured SAI Claim will (i) receive from Reorganized SAI, in full and final satisfaction of its General Unsecured SAI Claim, payment, in Cash, equal to the Allowed amount of such Claim, on the later of the Effective Date and the date when its General Unsecured SAI Claim becomes due and payable in the ordinary course or (ii) be otherwise rendered Unimpaired. This Class has 100% estimated recovery. Class 15 consists of all General Unsecured Convenience Claims. Each holder of an Allowed General Unsecured Convenience Claim will receive, in full and final satisfaction of its General Unsecured Convenience Claim, Cash in an amount equal to 1.0% of the amount of such Allowed General Unsecured Convenience Claim. This Class has 1.0% estimated recovery. The Reorganized Debtors will fund distributions under the Plan required to be paid in Cash, if any, with Cash on hand (including Cash from operations and Cash received under the DIP Facility in accordance with the DIP Facility Documents) and Cash received on the Effective Date (including borrowings under the Exit Facility and the Tranche B Equity Contributions). A full-text copy of the Disclosure Statement dated September 13, 2021, is available at https://bit.ly/3AsBLkh from Kurtzman Carson Consultants, claims agent. Counsel for the Debtors: Dennis F. Dunne, Esq. Evan R. Fleck, Esq. Benjamin Schak, Esq. Kyle R. Satterfield, Esq. Milbank LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 - and - Gregory A. Bray, Esq. Milbank LLP 2029 Century Park East, 33rd Floor Los Angeles, CA 90067 Telephone: (424) 386-4000 Facsimile: (213) 629-5063 About Avianca Holdings SA Avianca -- https://aviancaholdings.com/ -- is the commercial brand for the collection of passenger airlines and cargo airlines under the umbrella company Avianca Holdings S.A. Bogota, Colombia-based Avianca has been flying uninterrupted for 100 years. With a fleet of 158 aircraft, Avianca serves 76 destinations in 27 countries within the Americas and Europe. Avianca Holdings S.A. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-11133) on May 10, 2020. At the time of the filing, the Debtors disclosed $7,273,900,000 in assets and $7,268,700,000 in liabilities. Judge Martin Glenn oversees the cases. The Debtors tapped Milbank LLP as general bankruptcy counsel; Urdaneta, Velez, Pearl & Abdallah Abogados and Gomez-Pinzon Abogados S.A.S. as restructuring counsel; Smith Gambrell and Russell, LLP as aviation counsel; Seabury Securities LLC as financial restructuring advisor and investment banker; FTI Consulting, Inc. as financial restructuring advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee for Region 2 appointed a committee of unsecured creditors in Debtors' bankruptcy cases on May 22, 2020. The committee is represented by Willkie Farr & Gallagher, LLP. B N EMPIRE: Elizon Seeks to Bar Access to Cash Collateral --------------------------------------------------------- Elizon DB Transfer Agent, LLC asked the U.S. Bankruptcy Court for the Middle District of Florida to prohibit B N Empire, LLC from using the cash collateral. Elizon disclosed that since the Petition Date, the Debtor has neither sought Elizon's consent to use the cash collateral, nor has the Debtor filed a motion for authority to use the cash collateral. Upon information and belief, the Debtor has been using cash collateral since the Petition Date in violation of Section 363(c) of the Bankruptcy Code, Elizon said. Elizon asserts a secured position with respect to the Debtor's shopping center in Temple Terrace, Florida. Previously, the Debtor filed for Chapter 11 protection in the Middle District of Florida Bankruptcy Court. According to Elizon, the supplement to the Debtor's prior Chapter 11 Plan reaffirmed the enforceability of Elizon's Note, Mortgage and Assignment of Rents. Elizon said it has a security interest in all of the Debtor's assets including rents from the shopping center leases. Elizon asserted that the Debtor should be immediately prohibited from using cash collateral. A copy of the motion to prohibit is available for free at https://bit.ly/3nDN7hI from PacerMonitor.com. Counsel for Elizon DB Transfer Agent, LLC, secured creditor: Michael S. Hoffman, Esq. Hoffman, Larin & Agnetti, P.A. 909 North Miami Beach Blvd., Suite 201 North Miami, FL 33162 Telephone: (305) 653-5555 Email: mshoffman@hlalaw.com About B N Empire, LLC B N Empire, LLC, which owns a shopping center in Temple Terrace, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 21-04509) on August 30, 2021. In the petition signed by Rajesh Bahl, manager, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The Law Firm of M. Vincent Pazienza, P.A. represents the Debtor as counsel. Hoffman, Larin & Agnetti, P.A. represents Elizon DB Transfer Agent, LLC, secured creditor. BABCOCK & WILCOX: To Acquire Majority Stake in Fosler Construction ------------------------------------------------------------------ Babcock & Wilcox Enterprises, Inc. has signed a definitive agreement to acquire a majority ownership stake in Illinois-based solar energy contractor Fosler Construction Company Inc., significantly enhancing its capabilities in solar energy. The transaction is expected to close at the end of September 2021, subject to customary closing conditions. Fosler Construction will be part of B&W's Renewable segment and will continue to be led by its Chief Executive Officer Paul Fosler, who will retain a minority ownership in the company. Fosler Construction provides commercial, industrial and utility-scale solar services and owns two community solar projects in Illinois being developed under the Illinois Solar for All program. Founded in 1998 and employing approximately 120 people, it recently ranked in the top 10 percent of Inc. 5000's listing of the nation's fastest-growing private companies. The company has a track record of successfully completing solar projects profitably with union labor and aligning its model with a growing number of renewable project incentives in the U.S. The company is positioned to capitalize on the high-growth solar market in the U.S., with a near-term pipeline of more than 1 gigawatt of solar capacity. "This transaction aligns with B&W's aggressive growth and expansion of our clean and renewable energy businesses," said Kenneth Young, B&W Chairman and chief executive officer. "Fosler Construction is an established leader in the commercial and utility solar business, and we're excited about the many opportunities we see to work together to capitalize on a North American solar market that is expected to have a high rate of growth over the next five years." "B&W's strong presence in the energy industry will provide the synergies and scale to support Fosler Construction's growth, including sales and operational support, and the resources of a larger parent company. Fosler Construction's expertise in the growing solar market, combined with B&W's access to its existing customer relationships and resources to support larger projects, will allow us to aggressively pursue our ongoing renewable energy expansion and diversification. We're thrilled to welcome the Fosler Construction employees to the B&W family," Young said. Fosler Construction CEO Paul Fosler said, "Fosler Construction has more than 20 years of construction experience and a dedication to supporting the growth of clean energy in the U.S. We're proud of the work we've done and the great team of employees at Fosler who will continue to be a critical part of our success going forward. We believe this transaction will help propel our growth to take advantage of the significant solar installation pipeline we have on the near-term horizon, and we're excited to join with B&W, which has more than 150 years of experience in energy and environmental technologies and a strong, highly experienced leadership team." About Babcock & Wilcox Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a growing, globally-focused renewable, environmental and thermal technologies provider with decades of experience providing diversified energy and emissions control solutions to a broad range of industrial, electrical utility, municipal and other customers. B&W's innovative products and services are organized into three market-facing segments which changed in the third quarter of 2020 as part of the Company's strategic, market-focused organizational and re-branding initiative to accelerate growth and provide stakeholders improved visibility into its renewable and environmental growth platforms. Babcock & Wilcox reported net losses of $10.30 million in 2020, $129.04 million in 2019, $724.86 million in 2018, $379.01 million in 2017, and $115.08 million in 2016. As of June 30, 2021, the Company had $665.14 million in total assets, $680.86 million in total liabilities, and a total stockholders' deficit of $15.72 million. BASIC ENERGY: Seeks to Hire Weil, Gotshal & Manges as Legal Counsel ------------------------------------------------------------------- Basic Energy Services, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Weil, Gotshal & Manges, LLP to serve as legal counsel in their Chapter 11 cases. The firm's services include: a. taking all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; b. preparing legal papers; c. taking all necessary actions in connection with any Chapter 11 plan and such further actions as may be required in connection with the administration of the Debtors' estates; d. if necessary, taking all appropriate actions in connection with the sale of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code or otherwise; and e. performing all other necessary legal services. The firm's hourly rates are as follows: Partners/Counsel $1,150 to $1,795 per hour Associates $630 to $1,100 per hour Paraprofessionals $260 to $460 per hour In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Weil disclosed the following: 1. Weil did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. 2. No Weil professional included in this engagement has varied his rate based on the geographic location of the Debtors' bankruptcy cases. 3. Weil represented the Debtors for approximately 12 months prior to the petition date. From August to December 2020, Weil charged at hourly rates ranging from $1,050 to $1,600 for members and counsel, $560 to $995 for associates, and $240 to $420 for paraprofessionals. In January 2021, Weil adjusted its standard billing rates for its professionals in the normal course. From January 1 to September 10, 2021, the firm's charged the following hourly fees: Partners/Counsel $1,150 to $1,795 per hour Associates $630 to $1,100 per hour Paraprofessionals $260 to $460 per hour 4. Weil is developing a prospective budget and staffing plan for the cases to be reviewed by the firm and the Debtors following the close of the budget period to determine a budget for the following period. As disclosed in court filings, Weil is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ray C. Schrock, P.C. Sunny Singh, Esq. Weil, Gotshal & Manges, LLP 767 Fifth Avenue New York, NY 10153 Tel: 212-310-8000 Fax: 212-310-8007 Email: ray.schrock@weil.com sunny.singh@weil.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. Its 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, Basic Energy Services 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 and 12 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17, 2021. As of March 31, 2021, Basic Energy disclosed total assets of $331 million and debt of $549 million. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Alixpartners LLP as restructuring advisor, and Lazard Freres & Company as financial advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green, LLP and Brown Rudnick, LLP serve as the committee's legal counsel. BISON BUILDING: Unsecured Creditors Will Get 12% of Claims ---------------------------------------------------------- Bison Building Systems, Inc., submitted a First Amended Plan of Reorganization dated September 13, 2021. Since its creation, Bison Building Systems, Inc. has been in the business of concrete installation and finishing. Stephen Smith is the 100% owner and President of the Debtor. He will remain in that position during the Bankruptcy. The Debtor utilized a $150,000.00 unsecured line of credit with Valley Bank of Kalispell to cover the loss sustained by the Debtor in 2007 when a customer refused to honor a verbal change order after the Debtor had already purchased materials and performed the work. In March, 2021, Three Rivers Bank declined the Debtor's application for its SBA refinance of the Valley Bank loan due to outstanding unpaid tax liabilities. Valley Bank then brought a claim and delivery action to take possession of the Debtor's assets, resulting in the bankruptcy filing. The Debtor projects annual gross revenue of $955,000 and annual disposable income of $45,000.00 during the term of this plan while maintaining cash reserves sufficient to operate the Debtor's business. The Debtor shall make monthly Plan payments of $5,000.00 in the months of April-December in each year of the Plan. The first plan payment shall be made by December 31, 2021. The final plan payment shall be paid on or before November 30, 2026. The Debtor may accelerate payment of the amounts due under this plan. The Debtor shall apply its disposable income to make payments under the plan for a period of 5 years or or until the payments provided for in the plan have been completed, whichever occurs first. This Plan of Reorganization proposes to pay creditors of Bison Building Systems, Inc. from cash flow from operations, future income, potential sales of equipment, and loans, as appropriate. In this plan, priority unsecured claim holders will receive 100% of their approved claims and general unsecured claim holders will receive 12.0% of their approved claims. Secured creditor Valley Bank of Kalispell shall be paid its allowed secured claims with interest at 4.00% per annum through 9 monthly installments in the months of April-December of each year. Under the terms of the plan, if paid over 60 months, Valley Bank would receive $521,026.49 which is at least $84,020.98 more than it would receive if the Debtor were liquidated under chapter 7. Secured creditor Three Rivers Bank shall be paid its allowed claim with interest at 3.75% per annum through 9 monthly payments in the months of April-December of each year, commencing December 31, 2021. Under the terms of the plan, if paid over 60 months, Three Rivers Bank would receive $17,920.86 which is at least $2,748.86 more than it would receive if the Debtor were liquidated under chapter 7. The Class 3A Non-Priority Class Unsecured Creditors will each receive a total distribution of 12.0% of their allowed claims which is not less than the holders of such claims would receive if the Debtor were liquidated under chapter 7. Holders of Class 3 claims shall not be paid interest on their claims. The equity interests of Stephen Smith in the Debtor will remain unaffected by this Plan. The Debtor shall make the payments provided for in this Plan from post-confirmation revenues generated by the operation of the business of the Debtor. The Debtor may sell personal property of the Debtor at its discretion. Nonexempt property of the Debtor which is collateral for claims provided for in this Plan shall be sold as provided for in the Plan. Debtor will apply its projected disposable income received in the 5-year period beginning on the date on which the first distribution is due under the plan, to make payments under the Plan, unless the claims to be paid under the plan are prepaid prior to the end of the 5-year period. A full-text copy of the First Amended Plan of Reorganization dated September 13, 2021, is available at https://bit.ly/2VJaZ7S from PacerMonitor.com at no charge. About Bison Building Systems Bison Building Systems, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Mont. Case No. 21-90063) on April 20, 2021, disclosing under $1 million in both assets and liabilities. The Debtor tapped Morgan Pierce, PLLP as legal counsel and Sky Country Consulting, Inc. and Western Business & Tax as accountant. BOY SCOUTS OF AMERICA: $1 Billion New Settlement Faces Pushback --------------------------------------------------------------- Alex Wolf, writing for Bloomberg Law, reports that the Boy Scouts of America's recent settlements with Hartford Accident & Indemnity Co. and the Mormon Church totaling $1 billion are facing pushback from a committee representing some 80,000 sex abuse survivors, who say the deals sell victims short. The victims announced their opposition to the deals shortly after they were made public Tuesday, Sept. 14, 2021. The Boy Scouts incorporated the $787 million settlement with Hartford and the $250 million settlement with The Church of Jesus Christ of Latter-day Saints into an amended Chapter 11 plan filed with the bankruptcy court Wednesday, September 15, 2021. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BOY SCOUTS OF AMERICA: Victims Committee Wants to File Own Plan --------------------------------------------------------------- Randall Chase of The Associated Press reports that a committee charged with representing tens of thousands of alleged victims of child sex abuse in the Boy Scouts of America bankruptcy asked the judge on Wednesday, September 15, 2021, to terminate the BSA's exclusive rights to file a reorganization plan, so that it can file its own. The committee's court filing came hours after attorneys for the Boy Scouts filed a fifth version of a proposed bankruptcy plan, which contains settlements the committee describes as "grossly unfair." The committee asserted that it is the only party in the case that can propose a plan that treats abuse survivors “fairly and equitably” and not "sell out" or leave them short. "More than 18 months into the chapter 11 cases, the debtors' fifth effort at a plan is just as inadequate and flawed as the first four," the committee's attorneys wrote. The committee, joined by attorneys for several insurance companies, also asked the judge to postpone a key hearing, scheduled for next Tuesday, for at least three weeks to allow parties to review and file objections to the BSA's new plan. The hearing was intended for the judge to consider the adequacy of a disclosure statement outlining a reorganization plan the Boy Scouts filed in July 2021. That plan was superseded by the plan filed Tuesday, September 14, 2021, which includes substantial changes and additions. "Despite making material modifications to the plan ..., the debtors still wish to go forward with the disclosure statement hearing on September 21, 2021" committee attorneys wrote. "This timeline is wholly inappropriate." The judge quickly entered an order indicating that the postponement request will be heard next Tuesday at the time originally set aside for the disclosure statement hearing. Two of the major changes in the BSA's new plan are settlement agreements involving one of the organization's major insurers, The Hartford, and the Church of Jesus Christ of Latter-day Saints, commonly known as the Mormon church. The Hartford has agreed to pay $787 million into a fund to be established for abuse claimants. The Mormon church, the largest single sponsor of Scout troops before ending its partnership with the BSA early last year, has agreed to contribute $250 million. In exchange for the payments, both entities would be released from any further liability involving child sex abuse claims filed by men who said they were molested decades ago by scoutmasters and others. The new plan, for the first time, provides details on proposed cash and property contributions totaling $500 million into the fund from local Boy Scouts councils, which run day-to-day operations for the BSA. The proposed contributions range from $11,492 in cash by the Rocky Mountain council in Colorado to property valued at more than $13 million from California's Orange County council. The Rocky Mountain council’s contribution represents a little more than 1% of its listed net assets. Orange County's contribution represents about 29.5% of its net assets. The Michigan Crossroads council, which faces the most abuse claims of any council, 1,736, proposes to contribute a little less than $8 million in cash and property, about 18% of its net assets. The Greater New York council, which ranks second with 1,600 abuse claims, would contribute $9 million in cash, or roughly 43% of its net assets. In return for combined contributions totaling up to $820 million, and the assignment of certain insurance rights into the fund, the local councils and national Boy Scouts organization would be released from further liability for abuse claims. The official committee believes the local councils have the financial ability to contribute "several multiples" of what they are offering. "The BSA's fifth plan includes settlements with local councils that leave them with billions of dollars of cash and property in excess of their current need to fulfill their mission of Scouting," committee attorneys wrote. The BSA's new plan also includes provisions under which churches, civic groups and other sponsors of local Boy Scout troops could be released from liability for sexual abuse claims. A chartered sponsoring organization could get a full release from liability in exchange for assigning its insurance rights and making a significant cash contribution to the fund. An assignment of insurance rights, without a financial contribution, would result in a limited release from liability. A sponsoring organization could also refuse to participate and keep its insurance rights, but it would receive no protection from future litigation involving abuse claims. The official committee contends that the chartered organizations are being offered a "get-out-of-jail-free card" in exchange for transferring their interests in the shared-insurance policies that were purchased by the Boy Scouts. The Boy Scouts, based in Irving, Texas, sought bankruptcy protection in February 2020, bidding to halt hundreds of individual lawsuits and create a fund for thousands of men who say they were sexually abused as children. Although the organization was facing 275 lawsuits at the time, it's now facing some 82,500 sexual abuse claims in the bankruptcy case. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BOYCE HYDRO: Liquidating Trustee Taps Vanas Enterprises as Broker ----------------------------------------------------------------- Scott Wolfson, the liquidating trustee appointed in the Chapter 11 cases of Boyce Hydro, LLC and Boyce Hydro Power, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Vanas Enterprises, LLC. The trustee requires a real estate broker to market and list the Debtors' properties at 745 and 755 Wolverine Drive, Hay Township, Mich. Vanas Enterprises will be paid a broker fee of 6 percent of the sales price for real estate parcels that are sold. As disclosed in court filings, Vanas Enterprises is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jimmie L. Vanas, Jr. Vanas Enterprises LLC 310 E Gilson Edmore, MI 48829 About Boyce Hydro Boyce Hydro, LLC and Boyce Hydro Power, LLC, Michigan-based providers of electrical power services, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Lead Case No. 20-21214) on July 31, 2020. At the time of the filing, the Debtors each disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Daniel S. Oppermanbaycity oversees the cases. Goldstein & McClintock LLP, led by Matthew E. McClintock, Esq., is the Debtors' legal counsel. On Feb. 25, 2021, the court entered a nonconsensual order, which confirmed the Debtors' joint consolidated Chapter 11 plan of liquidation, and approved the establishment of the Boyce Hydro liquidating trust and Scott A. Wolfson's appointment as liquidating trustee. The plan was declared effective on March 3, 2021. The liquidating trustee tapped Wolfson Bolton PLLC as bankruptcy counsel, Honigman LLP and Steinhardt Pesick & Cohen P.C. as special counsel, and Plante & Moran, PLLC as accountant. Stretto is the claims agent. BRAIN ENERGY: Lender's Contribution & Sale Proceeds to Fund Plan ---------------------------------------------------------------- Brain Energy Holdings LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement in connection with Chapter 11 Plan of Liquidation dated September 13, 2021. The Debtor is the fee owner of certain real property located at 153 Clinton Street, Brooklyn, New York 11201, Block 270, Lot 29 (the "Property"). The property is presently encumbered by a first priority mortgage lien in favor of 153 Clinton Street Lender LLC securing amounts which totaled not less than $4,285,466.92 as of June 24, 2021. The Lender also holds a lien against the membership interests in the Debtor held by its sole member, Anthony Spartalis. The Plan contemplates a sale of the Property to the Successful Bidder at an Auction which will be conducted by an Auctioneer in accordance with Bankruptcy Court-approved Bid Procedures. The Debtor has entered into a proposed Asset Purchase Agreement with the Lender pursuant to which, among other things, the Lender has agreed to purchase the Property by way of a credit bid in the amount of $4,375,000, subject to any higher or better offers made at the Auction, and to satisfy certain sale-related obligations if it is the Successful Bidder for the Property. The Lender's offer will serve as a stalking horse bid for the Property at the Auction. The closing on the sale of the Property will take place subsequent to Confirmation of the Plan. The Lender has also agreed to contribute $180,000 towards the distributions to creditors and other payments to be made under the Plan (the "Lender's Cash Contribution"). The Lender Secured Claim in Class 2 will receive the full amount of the Allowed Class 2 Lender Secured Claim, with interest at the applicable rate, in cash on the effective date or as soon thereafter as is reasonably practicable. Alternatively, if the Lender is the Successful Bidder for the Property with a credit bid, the Allowed Class 2 Lender Secured Claim will be deemed fully satisfied on the effective date. Each holder of an Allowed Class 3 General Unsecured Claim will receive on account of such claim its Pro Rata share, in Cash, of the Net Sale Proceeds and the Lender's Cash Contribution, if any, remaining after payment of all Statutory Fees, Administrative Claims, Secured Claims, and Priority Tax Claims up to the full amount of its Allowed Class 3 General Unsecured Claim, with interest at the applicable rate, in Cash on the effective date. The Allowed Class 4 Interests of Anthony Spartalis are not affected by the Plan and Mr. Spartalis shall retain such Interests in the Debtor and the Post-Confirmation Debtor. Additionally, to the extent that any portion of the Net Sale Proceeds and/or the Lender's Cash Contribution remaining after full payment of all Statutory Fees, Administrative Claims, Secured Claims, Priority Tax Claims, and General Unsecured Claims, with interest at the applicable rate, Mr. Spartalis shall receive the entirety of such amount. The distributions and other payments provided for under the Plan shall be made by the Disbursing Agent in accordance with the terms of this Plan from the Net Sale Proceeds and/or from the Lender's Cash Contribution. The Lender's Cash Contribution in the amount of $180,000 is presently in escrow with Pick & Zabicki LLP as Disbursing Agent pending confirmation of the Plan. All proceeds of the sale shall be paid to Creditors and Interest Holders in order of priority in accordance with the Plan. A full-text copy of the Disclosure Statement dated September 13, 2021, is available at https://bit.ly/3hvQa7J from PacerMonitor.com at no charge. Counsel to the Debtor: PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, New York 10017 Tel: (212) 695-6000 Douglas J. Pick, Esq. Eric C. Zabicki, Esq. About Brain Energy Holdings Brain Energy Holdings LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the fee simple owner of a 6 floor mixed use brownstone located at 153 Clinton Street, Brooklyn, NY having a current value of $4.5 million. The Debtor filed Chapter 11 Petition (Bankr. E.D.N.Y. Case No. 21-42150) on August 24, 2021. Hon. Nancy Hershey Lord oversees the case. Douglas Pick, Esq. of PICK & ZABICKI LLP is the Debtor's Counsel. In the petition signed by Anthony Spartalis, managing member, the Debtor disclosed up to $4,501,100 in assets and up to $4,411,145 in liabilities. BRAIN ENERGY: Seeks to Hire Frances Caruso as Bookkeeper -------------------------------------------------------- Brain Energy Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Frances Caruso, a bookkeeper based in New York. Ms. Caruso will render these services: (a) prepare and review monthly operating statements and other financial reports or statements; and (b) render such other financial assistance or services as may be necessary in the Chapter 11 case. Ms. Caruso will be billed at her hourly rate of $50 and will be reimbursed for expenses incurred. She also requested an up-front retainer of $500 from the Debtor. Ms. Caruso disclosed in a court filing that she is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Brain Energy Holdings Brain Energy Holdings, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a 6-floor mixed-use brownstone located at 153 Clinton St., Brooklyn, N.Y., having a current value of $4.5 million. Brain Energy Holdings filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-42150) on Aug. 24, 2021, disclosing $4,501,100 in total assets and $4,411,145 in total liabilities. Anthony Spartalis, as managing member, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Pick & Zabicki, LLP as legal counsel and Frances M. Caruso as bookkeeper. BRAIN ENERGY: Seeks to Tap Pick & Zabicki as Bankruptcy Counsel --------------------------------------------------------------- Brain Energy Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Pick & Zabicki, LLP to serve as legal counsel in its Chapter 11 case. Pick & Zabicki will render these legal services: (a) advise the Debtor regarding its rights and duties; (b) assist and advise the Debtor in the preparation of its financial statements, schedules of assets and liabilities, statement of financial affairs and other reports; (c) represent the Debtor at all hearings and other proceedings; (d) prosecute and defend litigated matters that may arise during this Chapter 11 case; (e) assist the Debtor in the formulation and negotiation of a plan of reorganization or liquidation and all related transactions; (f) assist the Debtor in analyzing the claims of creditors and in negotiating with such creditors; (g) prepare legal papers; and (h) perform such other legal services. The hourly rates of the firm's attorneys and staff are as follows: Partners $415 - $495 per hour Associates $250 - $300 per hour Paraprofessionals $125 per hour In addition, the firm will seek reimbursement for expenses incurred. Douglas Pick, Esq., a member of Pick & Zabicki, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas J. Pick, Esq. Pick & Zabicki LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Telephone: (212) 695-6000 Email: dpick@picklaw.net About Brain Energy Holdings Brain Energy Holdings, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a 6-floor mixed-use brownstone located at 153 Clinton St., Brooklyn, N.Y., having a current value of $4.5 million. Brain Energy Holdings filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-42150) on Aug. 24, 2021, disclosing $4,501,100 in total assets and $4,411,145 in total liabilities. Anthony Spartalis, as managing member, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Pick & Zabicki, LLP as legal counsel and Frances M. Caruso as bookkeeper. BREITLING OIL: Receiver Reaches Settlement With Rothstein Kass -------------------------------------------------------------- Thomas L. Taylor III, solely in his capacity as court-appointed temporary receiver for the Breitling Entities, has entered into a settlement agreement with Rothstein Kass P.A. d/b/a Rothstein Kass & Co. P.C. and Rothstein Kass & Company PLLC to settle with all claims asserted or that could have been asserted against Rothstein Kass arising from or related to the "Breitling Entities", which include Beitling Oil & Gas Corporation, Breitling Royalties Corporation, Breitling Energy Corporation, Crude Energy LLC, Crude Royalties LLC and Patriot Energy Inc. The receiver has requested that the District Court approve the settlement agreement and enter a bar order permanently enjoining interested parties, including Breithling entities Investors and claimants, from pursuing claims or legal proceedings against Rothstein Kass or Rothstein Kass Released Parties arising from or relating to the Breitling Entities. Complete copies of the settlement agreement, the motion to approve the settlement agreement and scheduling order, the motion to enter bar order, the court's scheduling order, this notice, and all exhibits and appendices are available on the receiver's website at http://www.breitlingreceivership.com/ All persons who wish to object to the settlement must file written objections with the United State District Court for the Northern District of Texas on or before Oct. 29, 2021. The Receiver can be reached at: Thomas L, Taylor III 245 West 18th Street Houston, Texas 77008 Tel: (713) 626-5300 Fax: (713) 402-6154 Email: taylor@tltaylorlaw.com The Receiver retained as counsel: Castillo Snyder, P.C. Attn: Edward C. Snyder, Esq. Jesse R. Castillo, Esq. 700 N. St. Mary's, Suite 1560 San Antonio, Texas 78205 Tel: 210-630-4200 Fax: 210-630-4210 Email: jcastillo@casnlaw.com esnyder@casnlaw.com Breitling Entities retained as counsel: Cobb Martinez Woodward PLLC Attn: Daniel D. Tostrud, Esq. Lindsey K. Wyrick, Esq. 1700 Pacific Avenue, Suite 3100 Dallas, Texas 75201 Tel: (214) 220-5200 Fax: (214) 220-5299 Email: dtostrud@cobbmartinez.com lwyrick@cobbmartinez.com Breitling Oil and Gas Corporation operates as an energy company. The Company engages in exploration and development of onshore oil and gas properties. BSK HOSPITALITY: Unsec. Creditors Will Get 10% of Claims in Plan ---------------------------------------------------------------- BSK Hospitality, LLC, and its affiliates submitted a Consolidated Amended Plan of Reorganization for Small Business. This Plan of Reorganization proposes to pay creditors of Debtors from the Exit Facility, as well as from the Reorganized Debtor's future income and cash flow from operations, proceeds of additional loans and/or infusions of capital. Secured and non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 10 cents on the dollar (10%) on the later of (i) Effective Date of Plan or (ii) the date such claim(s) is allowed. This Plan also provides for the payment of administrative and priority claims and the priority claims of governmental units allowed in full. All equity interest in the Debtors shall be eliminated upon confirmation. Under an amended operating agreement, the Reorganized Debtor will be majority owned by the Exit Facility financier and minority owned by Provence Asset Holding, LLC, an entity owned by Tanya Holland, the Debtors' founder, chef and creative director. The Plan will treat claims as follows: * Class 1 consists of Priority claims. Class 1 is unimpaired by this Plan, and each holder of a Class 1 Priority Claim will be paid in full, in cash,upon the later of the effective date of this Plan, or the date on which such claim is allowed by a final non appealable order. * Class 2 consists of the Secured claim of Nimble Ventures, LLC. This Class shall receive 10% of allowed claim in cash on the effective date or the value of the collateral securing this claim. * Class 3 consists of Non-priority unsecured creditors. This Class shall receive 10% of allowed claims on effective date if plan is consensual or nonconsensual. * Class 4 consists of Equity security holders of the Debtor. The interests of existing equity security holders are extinguished under the plan. The Plan will be implemented with an exit financing facility of $500,000, approximately $150,000 of which will be used for Effective Date payments under the Plan provided by 3 Co., LLC, an entity owned and/or controlled by Glen Sherman, a substantial creditor and investor in the Debtors. Upon confirmation of the Plan, all of the Debtors' assets will be transferred by operation of law and consolidated into reorganized BSK Broadway, LLC (the "Reorganized Debtor"). Upon confirmation of the Plan, the Reorganized Debtor's operating agreement shall be amended. The Reorganized Debtor will be majority owned by the exit financier, 3 Co, LLC, or an affiliated entity, and minority owned by Provence Asset Holdings, LLC, which is owned and managed by Tanya Holland, the Debtors' founder, chef and creative director. The Reorganized Debtor shall serve as the disbursing agent under the Plan. Upon confirmation of the Plan and delivery of the Effective Date payments to creditors holding allowed claims, all of the assets of the Debtors will vest in the Reorganized Debtor free and clear of all claims except for those expressly arising under the Plan. On the earlier of the Effective Date under the Plan or the date upon which a claim is allowed under the Code, all administrative, secured and unsecured creditors holding allowed claims shall receive the payments provided for under this Plan. Creditors holding allowed claims of governmental units under Code §507(a)(8) shall receive periodic payments over 5 years from the Petition Date. A full-text copy of the Amended Plan of Reorganization dated September 13, 2021, is available at https://bit.ly/2VJiQCo from PacerMonitor.com at no charge. Attorneys for Debtors: Simon Aron, Esq. Johnny White, Esq. Wolf Rifkin Shapiro Schulman & Rabkin, LLP 11400 West Olympic Blvd., 9th Floor Los Angeles, CA 90064 Tel: (310) 478-4100 Fax: (310) 479-1422 Email: saron@wrslawyers.com jwhite@wrslawyers.com About BSK Hospitality Group BSK Hospitality Group, LLC, is the hospitality group behind the Brown Sugar Kitchen owned by Tanya Holland. BSK Hospitality Group and its affiliates sought Chapter 11 protection (Bankr. N.D. Calif. Lead Case No. 21-40686) on May 19, 2021. In the petition signed by owner Tanya Holland, BSK Hospitality Group disclosed total assets of up to $50,000 and total liabilities of $938,314. The case is handled by Judge Charles Novack. Wolf, Rifkin, Shapiro, Schulman, Rabkin, led by Simon Aron, Esq., serves as the Debtor's legal counsel. BUHLER-FREEMAN: PSB Credit Says Plan Not Filed in Good Faith ------------------------------------------------------------ Secured creditor PSB Credit Services, Inc., objects to the approval of the Disclosure Statement and to the confirmation of the Chapter 11 Plan of the debtor Buhler-Freeman Management, LLC. PSB Credit Services, Inc. is the principal secured creditor of the Debtor. The Debtor is obligated to PSB for debt previously evidenced by two promissory notes and consolidated into a single obligation in accordance with the First Amended Plan of Reorganization of the Debtor, confirmed by the United States Bankruptcy Court for the Middle District of Tennessee in Bankruptcy Case No. 13-09260 on August 19, 2014. As of August 26, 2021, the outstanding balance of the Debtor's obligation to PSB was $906,708.29. PSB claims that the Proposed Plan was not filed in good faith, as required by 11 U.S.C. Sec. 1129(a)(3). In addition to the current bankruptcy having been filed one day prior to the foreclosure sale of the Property, the Proposed Plan makes no consideration of the Confirmed Plan and entirely ignores the 2019 Case. PSB points out that the Debtor fails to disclose how it will service the PSB debt without a tenant on the Property. The Debtor provides no basis for its assertion that the Property will generate rent sufficient to service the PSB debt, much less any basis for the rental figure of $12,500.00. PSB asserts that the Proposed Plan terms deprive PSB of a rate of interest consistent with the market for bankrupt debtors and stretch the repayment term out over twenty-five years or more. These terms are objectionably unfair and would deprive PSB of receiving the present value of its secured claim as required by the Bankruptcy Code. PSB further asserts that the Proposed Plan is fanciful and ignores the demonstrated history of the Property and the Debtor. The Proposed Plan does not suggest a contingency should the rent not materialize or prove insufficient in amount. Finally, the Proposed Plan should be denied confirmation because it is not feasible and the Debtor is not likely to be able to make the payments required by the Proposed Plan and otherwise comply with the Proposed Plan, as required by Bankruptcy Code § 1129(a)(11). A full-text copy of PSB's objection dated September 13, 2021, is available at https://bit.ly/3hE5b7j from PacerMonitor.com at no charge. PSB is represented by: J. Phillip Jones, #10508 1800 Hayes Street Nashville, TN 37203 (615- 254-4430 phillip@phillipjoneslaw.com Edward D. Russell, #26126 The SR Law Group PO Box 128 Mount Juliet, Tennessee 37121 (615) 559-3190 erussell@thesrlawgroup.com About Buhler-Freeman Management Nashville, Tenn.-based Buhler-Freeman Management, LLC, filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 21-02410) on Aug. 8, 2021, listing as much as $10 million in both assets and liabilities. Judge Marian F. Harrison oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC, is the Debtor's legal counsel. BULLDOG DUMPSTERS: Plan Confirmation Slated for Oct. 14 ------------------------------------------------------- Judge Richard D. Taylor of the U.S. Bankruptcy Court for the Eastern District of Arkansas has set for 9 a.m. on Oct. 14, 2021, the hearing to consider confirmation of the Amended Subchapter V Plan of Bulldog Dumpsters, LLC. Oct. 4, 2021 is also the last day for filing objections to Plan confirmation, as well as for filing ballots voting to accept or reject the Plan. A copy of the order is available for free at https://bit.ly/3z58hHj from PacerMonitor.com. About Bulldog Dumpsters Bulldog Dumpsters, LLC, is a Little Rock, Ark.-based company that offers waste collection services. Bulldog Dumpsters sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 20-14072) on Oct. 29, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Richard D Taylor oversees the case. The Debtor tapped Caddell Reynolds Law Firm as its legal counsel and Lori S. Mayes, CPA PLLC as its accountant. C&C ENTITY: Schrader to Auction 58-Acre Farm on October 8 --------------------------------------------------------- Schrader Real Estate and Auction Co. Inc. will hold an auction on Oct. 8, 2021, at 10:00 a.m. (EST) a 58.4 acres commercial mushroom farm in Chester County, Pennsylvania, owned by C&C Entity LLP. All qualifying offers must be submitted to Schrader Auction Oc. no later than 5:00 p.m. (EST) on Oct. 5, 2021. The auction will be conducted in accordance with the bid procedures approved by the U.S. Bankruptcy Court for the Eastern District of Pennsylvania. A copy of the bid procedures is available at https://www.schraderauction.com/ To be deemed a "Qualifying Bid", a bid must be received from a qualifying bidder on or before the bid deadline. The bid requirements include a required 5% bid deposit. The auction company can be reached at: Schrader Real Estate and Auction Co. Inc. Attn: RD Schrader 950 Liberty Dr. Columbia City, IN 46725 Tel: (800) 451-2709 The Debtor retained as counsel: Paul J. Winterhalter, Esq. Kurman P.A. Ten Penn Center 1801 Market Street, Suite 2300 Philadelphia, PA 19103 Tel: 267-338-1370 Fax: 267-338-1335 Email: pwinterhalter@offitkurman.com C&C Entity LLP filed for Chapter 11 protection (Bankr. E.D. Pa. Case No. 20-13775) on Sept. 18, 2021. CAMBER ENERGY: Plans to File Amended Financial Reports ------------------------------------------------------ The audit committee of the board of directors of Camber Energy, Inc., after discussion with Company management and its legal advisors, concluded that between August 2016 and April 2021 any sales of the Company's Series C Convertible Preferred Stock should have been classified in the Company's financial statements outside of "permanent equity". In April 2021, corrections or amendments to the Certificate of Designation of the Preferred Stock were executed by the Company and the holders of the Preferred Stock to remove terms that supported classification outside of permanent equity and add terms to support a classification as permanent equity. The specifics of such corrections or amendments were set out in the Current Report on Form 8K filed by the Company with the Securities and Exchange Commission on or about April 21, 2021. As result of the incorrect classification of any applicable sales of Preferred Stock for the period between August 2016 and April 2021, the financial statements for the periods between the fiscal year ending March 31, 2017 through the quarter ending Sept. 30, 2020 should no longer be relied on. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the Company's financial results for the Impacted Filings should no longer be relied upon. The Company intends to file restated financial statements for the years ended March 31, 2019 and March 31, 2020 on Form 10-K/A and to file restated financial statements for the quarterly periods ended June 30, 2020 and Sept. 30, 2020 on Form 10-Q/A, in each case to reflect the classification of the Preferred Stock outside of permanent equity. About Camber Energy Based in Houston, Texas, Camber Energy -- http://www.camber.energy -- is primarily engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. Camber Energy reported a net loss of $3.86 million for the year ended March 31, 2020, compared to net income of $16.64 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $11.79 million in total assets, $1.61 million in total liabilities, $6 million in preferred stock (series C), and $4.18 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has incurred significant losses from operations and had an accumulated deficit as of March 31, 2020 and 2019. These factors raise substantial doubt about its ability to continue as a going concern. CARIBBEAN MOTEL: Unsec. Creditors to Get $30K in Subchapter V Plan ------------------------------------------------------------------ Caribbean Motel Corporation filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Plan of Reorganization for Small Business under Subchapter V dated September 13, 2021. The corporation was chartered on August 28, 2003, and since then has been in continued business operating a Motel located at the Guanajibo Ward, Cabo Rojo, Puerto Rico. The Motel Caribbean consists of a 40-room motel, 22 of which are operational. The Debtor is the titled owner of the property which in turn is encumbered to OSP Consortium LLC, the creditor who has filed a secured claim in the amount of $ 3,122,439.16. The Debtor debt restructuring proposal entails the continuation of the continued operation of Motel Caribbean with the payment of all allowed claims provided pursuant a payment plan for allowed creditors, other than OSP, over 60 months. Notwithstanding, subject to the resolution of Debtor's objection to OSP's claim treatment requested upon this creditor election under 11 U.S.C. Section 1111(b), the Plan may also include, in addition to a payment plan, the sale or turnover of the collateral within 36 months from the effective date of the Plan of Reorganization. This Plan of Reorganization proposes to pay creditors of Caribbean Motel Corporation from the cash flow generated through the normal operation of Debtor's business, the Motel Caribbean. Alternatively, and subject to the Court's ruling on OSP's election under 11 U.S.C. Section 1111(b), this creditor may also be paid through the sale or turnover of the real property. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at a pro rata payment of $30,000.00 in monthly payments of $833.00. This Plan also provides for the payment of administrative and priority claims. Considering that OSP's claims provisions will be subject to the Court's determination on the Debtor's objection to this election, The Plan of Reorganization is proposed in alternative plan treatments as follows: * SCENARIO 1 – Structured Payment Plan over 5 years of Continued Business Operations: -- Upon the Honorable Court's ruling that OSP's secured claim is not entitled to a 11 U.S.C. Section 1111(b) secured claim treatment, the Debtor proposes to pay allowed creditors under a structured payment plan over 5 years of Motel Caribbean continued business operation. -- The financial projections show that the Debtor will have projected disposable income of approximately $6,461.00. If through OSP's debt restructuring through an installment plan, the final Plan installment is expected to be paid in December 2026. -- Numerical projections are made pursuant to the Debtor's latest monthly income and cash outflows. Debtor's monthly income is expected to increase with the upcoming seasons and the finalization of remodeling of 5 additional rooms. Plan payments have been calculated at $6,236.00 monthly. * SCENARIO 2 – Sale or Surrender of Real Property in Three Years from Effective Date of the Plan: -- Upon the Honorable Court's ruling that OSP's secured claim is entitled to a 11 U.S.C. Section 1111(b) secured claim treatment, the Debtor proposes to pay allowed creditors under a structured payment plan over 3 years of Motel Caribbean continued business operation and through: a) the Sale of Property to a Third Party for a value of no less than $550,000.00 or b) the Turnover of the Real Property to OSP in full payment and exchange of all amounts due on account of the Proof of Claim # 1 filed in this case. -- The Debtor has provided projected financial information. The financial projections show that the Debtor will have projected disposable income for the period of approximately $6,461.00. If through this debt repayment proposal, the Plan of Reorganization should be substantially completed in December 2024. Class 1 Secured Claim OSP Consortium LLC. OSP allowed claim secured by a first mortgage note over Debtor's real estate shall be paid shall be paid in either of two alternative proposals to be determined at the time of confirmation of the Plan. * Scenario 1 – The secured portion of the claim will be determined on the value of the collateral fixed in the amount of $550,000. This value will be paid in consecutively monthly installments, including principal and interest at 4%. Any excess amount over the secured value paid will be deemed as a general unsecured claim sharing in distribution in Class 3. * Scenario 2 – To the extent the Honorable Court allows OSP election under 11 U.S.C. Section 1111(b), the secured portion of the claim will be determined on the value of the claim fixed in the amount of $3,122,439.16. This value will be paid in consecutively monthly installments. Class 2 consists of the Secured Claim of CRIM. In the event the real property is to be sold or surrendered, the funds to pay the remaining balance of the secured claim shall be obtained from the purchaser of the property or from OSP upon the sale or turnover of the real property over which the taxes are due. Class 3 consists of Non-Priority Unsecured Creditors. On the effective date of the plan allowed and for two additional years claimants shall receive from the Debtor a lump sum payment in the aggregate amount of $10,000 each year which are to be paid pro-rata among all allowed claimants under this Class. Class 4 shall consist of the interest held by Mr. Margaro Rivera Guzman and his wife, Mrs. Rebecca Rivera as equity security interest holders. The equity holders will continue to manage and administer the reorganization endeavors of the Debtor. This Plan is to be funded by the Debtor's cash flow generated through the normal operation of Debtor's business, the Motel Caribbean or through the sale or turnover of the property as further provided in the Plan. Debtor purports that it will generate sufficient disposable income to sustain all required payments. A full-text copy of the Plan of Reorganization dated September 13, 2021, is available at https://bit.ly/2XkyF2T from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Wigberto Lugo Mender, Esq. Lugo Mender Group, LLC 100 Carr. 165 Suite 501 Guaynabo, PR 00968-8052 Tel.: (787) 707-0404 Fax: (787) 707-0412 Email: wlugo@lugomender.com About Caribbean Motel Caribbean Motel Corporation filed a Chapter 11 petition (Bankr. D.P.R. Case No. 21-01831) on June 15, 2021. At the time of the filing, the Debtor declared $683,781 in total assets and $2,399,246 in total liabilities. Margaro Rivera Guzman, president, signed the petition. Wigberto Lugo Mender, Esq., is the Debtor's legal counsel. CHAZAR 410: Seeks to Tap Forshey & Prostok as Legal Counsel ----------------------------------------------------------- Chazar 410 Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Forshey & Prostok, LLP to serve as legal counsel in its Chapter 11 case. Forshey & Prostok will render these legal services: (a) advise the Debtor of its rights, powers and duties in the continued operation and management of its business and assets; (b) advise and assist the Debtor in the negotiation and documentation of, agreements, debt restructurings, and related transactions; (c) review the nature and validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens; (d) advise the Debtor concerning the actions that it might take to collect and to recover property for the benefit of the Debtor's estate; (e) prepare legal papers; (f) advise the Debtor and prepare responses to applications, motions, pleadings, notices and other papers that may be filed and served in this Chapter 11 case; (g) counsel the Debtor in connection with the formulation, negotiation and promulgation of one or more plans of reorganization and related documents; (h) perform all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of this Chapter 11 case; and (i) all such other legal services as may be necessary or appropriate in connection with the bankruptcy case. The hourly rates of the firm's attorneys and staff are as follows: Jeff P. Prostok $725 per hour Dylan T.F. Ross $325 per hour Other Firm Attorneys $300 - $675 per hour Paralegals/Legal Assistants $175 - $225 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $25,000 from Larry Stauffer, the Debtor's managing member. Jeff Prostok, Esq., a member of Forshey & Prostok, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeff P. Prostok, Esq. Dylan T.F. Ross, Esq. Forshey & Prostok LLP 777 Main St., Suite 1550 Fort Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 Email: jprostok@forsheyprostok.com dross@forsheyprostok.com About Chazar 410 Holdings Fort Worth, Texas-based Chazar 410 Holdings, LLC filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Texas Case No. 21-42132) on Sept. 3, 2021, listing as much as $10 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Forshey & Prostok, LLP serves as the Debtor's legal counsel. CIVEO CORP: S&P Assigns 'B+' Long-Term ICR, Outlook Stable ---------------------------------------------------------- On Sept. 15, 2021, S&P Global Ratings assigned its 'B+' long-term issuer credit rating to Canada-based Civeo Corp. S&P said, "The stable outlook reflects our expectation that the company will follow conservative financial policies and sustain an adjusted debt-to-EBITDA ratio in the low-2x area over the next two years. "Civeo has an established market position and moderate end-market diversity, but our business risk assessment is constrained by the company's limited scale and scope of operations. Civeo has a significant market share as a third-party accommodations and hospitality services provider to the natural resources industry in Australia and Canada, with 30%-35% market share in each of the Bowen Basin of Australia and Canadian oil sands regions. In Canada, the company primarily serves oil and gas companies producing synthetic crude oil and bitumen from oil sands resources, and the LNG Canada project with more than 19,000 rooms in 16 lodges; and in Australia, it serves met coal and iron ore mining companies with more than 9,000 rooms in nine villages. We believe the company's exposure to more than one end-market and country provides some protection against cyclical conditions in any particular sector or region. However, Civeo's limited scale and narrow scope of operations constrain upside to our business risk profile. We believe the company's earnings base is small compared with that of similarly rated peers. In addition, Civeo has a narrow service offering, with accommodation and food/catering services accounting for more than 80% of its revenues." The company also has significant customer concentration, with a small number of customers accounting for a considerable portion of its revenues. However, the majority of the customer relationships extend more than 10 years, which reflects Civeo's history of retaining customers, and are typically with well-capitalized and creditworthy natural resource companies. Moreover, the company has take-or-pay or exclusive contracts with most customers, with terms that most often range from several months to three years. Although these contracts provide a degree of stability to earnings and cash flow generation, they are relatively short-term and expose the company to unexpected contract termination and customer capital spending reductions. S&P said, "With more than half of its operating costs variable in nature, we believe the company has flexibility in its cost structure that allows it to reduce costs as occupancy falls in a weak operating environment. This has enabled it to somewhat limit the impact of low occupancy on earnings and margins in the past. Civeo also can manage its service offering to meet customer demands for pricing concessions in an industry downturn, allowing free cash flow generation even in trough conditions. "Cash flow and credit measures are relatively strong, but Civeo is exposed to volatility in its customers' end-markets. We expect Civeo will generate adjusted debt to EBITDA in the low-2x area and funds from operations (FFO) to debt in the high-30% area over the next two years. Our estimates are primarily supported by the company's lower absolute debt levels and relatively stable operating cash flow expectations over the forecast period. In our view, the conservative leverage profile provides some downside rating cushion." Furthermore, the company's low-capex intensity business model and manageable working capital needs through commodity price cycles support free cash flow generation even in a challenging market, as demonstrated during recent weak industry conditions in its end-markets. S&P said, "We estimate Civeo will generate annual positive free cash flows of US$50 million-US$60 million in the next two years. We believe that continued free cash flow generation provides unrestricted sources of liquidity that could fund acquisition-related growth, or modest shareholder rewards, without materially affecting leverage." Also, the recently amended credit agreement, which extended the maturity to 2025 from 2023, reduces near-term refinancing risk. S&P said, "However, our financial risk profile assessment for Civeo incorporates the potential for volatility in cash flow and leverage measures over the forecast period. The company's historical results have been subject to revenue and cash flow volatility associated with reduced demand for Civeo's services. Specifically, as projects move from the (high workforce) construction phase to commercial operation, or companies reduce operations during a cyclical downturn. As we expect Civeo's customers, particularly the Canadian oil and gas companies, will sustain their operations at current levels for the foreseeable future, cash flow volatility during our forecast period should be tempered relative to past performance. Furthermore, given the largely fixed-cost structure for Canadian oil sands projects, particularly the integrated oil sands mining projects, these operations are less likely to reduce production during periods of low crude oil prices. Our current commodity price assumptions (oil, iron ore, and met coal) support stable-to-modestly improving occupancy levels and steady revenues for the company's services. But, cyclical trough conditions in any of the end-markets could lead to sharply lower demand for these services. The resulting reduced earnings and cash flows could lead to higher leverage than our base-case expectations and decrease cushion to the rating downside. For example, 5% lower revenues (than our base-case expectations) and a modest decline in margins could increase debt to EBITDA to about 3x in 2021. "We expect the company will continue to pursue conservative financial policies, which could support deleveraging. The company has been reducing its debt level since the acquisition of Noralta Lodge in 2018, and reported debt is down about 35% since the end of 2018. Based on its commitment to delever further, we expect Civeo would use the majority of free cash flows to reduce the term loan balance rather than for shareholder rewards. "We believe ongoing term loan debt reduction will improve the company's capital structure flexibility and allow the company to pursue potential acquisition opportunities without any material risk of increase in leverage from current levels. Civeo has used equity to fund acquisitions in the past and we estimate any prospects would be funded in a manner that aligns with its current financial policy mandate to keep leverage at least close to the current level. The stable outlook reflects our expectation that the company will follow conservative financial policies and sustain adjusted debt to EBITDA in the low-2x area over the next two years. We also expect Civeo will continue to generate positive free cash flows and maintain adequate liquidity. "We could lower the rating in the next 12 months if we expect the debt to EBITDA ratio will increase above 3.5x with limited prospects of improvement. This could occur if operational challenges such as low occupancy or customer losses due to a downturn in the natural resource sector lead to a significant decline in earnings and cash flows. This could also occur if Civeo pursues more aggressive financial policies, such as debt-financed acquisitions or shareholder rewards. "We believe an upgrade is unlikely over the next 12 months unless the company significantly increases its scale and operating breadth from new businesses or acquisitions. In this scenario, we would also expect Civeo to maintain its conservative financial policies and sustain its leverage close to our current expectations." CNX MIDSTREAM: S&P Rates New $400MM Senior Unsecured Notes 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to CNX Midstream Partners L.P.'s proposed $400 million senior unsecured notes due 2030. The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in a payment default scenario. While S&P's analysis indicates a recovery percentage of greater than 90% for the company's unsecured debt, S&P generally caps its recovery ratings on the unsecured debt issued by companies it rates in the 'BB' category at '3' to capture the risk that they will issue higher-priority debt before defaulting. This refinancing transaction will extend the tenor on CNXM's senior unsecured notes to nine years from five and reduce its interest expense amid favorable market conditions. S&P said, "While we believe the maturity extension is credit positive, CNXM is still maintaining the same level of debt. We expect the company's future deleveraging will likely depend on its decision to pay down its outstanding revolver borrowings while maintaining the same level of EBITDA generation or CNX's ability to increase its production activity, thus resulting in increased volumes at CNXM." CNXM is a private partnership that operates and develops natural gas gathering pipelines, compression and dehydration facilities, and condensate gathering, collection, separation, and stabilization facilities. The partnership's assets are located in the Marcellus and Utica shales in Pennsylvania and West Virginia. CRAVE BRANDS: Wins Cash Collateral Access Thru Oct 6 ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Crave Brands LLC and Meathead Restaurants LLC to use cash collateral in which LQD Financial Corp. claims an interest on an interim basis through October 6, 2021. The Debtors are permitted to use cash collateral to pay actual, ordinary, and necessary expenses, in accordance with the budget, with a 10% variance. The Debtors stipulated that (a) the indebtedness described in the loan agreements executed by and between LQD and the Debtors matured on March 31; and (b) as of the Petition Date, the balance due to LQD is not less than $6,550,000 in principal plus accrued interest at the rate of 17% per annum. As adequate protection for the Debtor's use of cash collateral, LQD is granted replacement liens and security interests on the Debtors' property and assets, to the same extent, validity and priority as LQD's pre-petition liens and security interests, if any, with any such liens and security interests automatically perfected without further action. The replacement liens will be in an amount equal to the aggregate post-petition cash collateral used. In addition to the replacement liens granted, LQD is granted a super-priority administrative claim under Sections 503(b)(1), 507(a), and 507(b) of the Bankruptcy Code for the amount by which the replacement lien proves to be inadequate and LQD will have all the rights accorded to it pursuant to Section 507(b). The Debtors are also directed to maintain insurance of the kind of covering their property. A further hearing on the matter is scheduled for October 4 at 2 p.m. A copy of the order and the Debtor's daily cash flow projections from Sept. 16 to Oct. 4, is available at https://bit.ly/3zqmgrL from PacerMonitor.com. About Crave Brands Crave Brands LLC, a company based in Chicago, Ill., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-04729) on April 9, 2021. In the petition signed by Steve Karfaridis, manager, the Debtor disclosed total assets of up to $50,000 and liabilities of up to $10 million. Judge Timothy A. Barnes oversees the case. Matthew Brash is the Subchapter V trustee appointed in the Debtor's bankruptcy case. David A. Warfield, Esq., at Thompson Coburn LLP, represents the Debtor as bankruptcy counsel. LQD Financial Corp., a creditor, is represented by the Law Office of William J. Factor, Ltd. CROCKETT COGENERATION: Moody's Cuts Rating on Secured Notes to B3 ----------------------------------------------------------------- Moody's Investors Service has downgraded the rating assigned to Crockett Cogeneration, LP's senior secured notes to B3 from B2 and revised the outlook to negative from stable. RATINGS RATIONALE The rating action reflects the project's severe decline in liquidity and limited financial flexibility owing to a large outflow of cash during the year associated with the project's requirement to purchase and deliver greenhouse gas emission allowances by November 2021. The project has typically been able to manage its liquidity year over year by deferring some of its greenhouse gas (GHG) emission costs based on a pre-determined schedule that trues up every third year. However, in order to meet the large true-up requirement this year, the project had to dip into its debt service reserve in June 2021. Crockett has already used $2 million from its debt service reserve account (DSRA) and is expected to further dip into its DSRA throughout the year, reducing it by around $8 million by year end to $3.8 million. In 2019 and 2020, the project paid $6.9 million and $11 million, respectively for GHG allowances and will pay $28 million in GHG allowances' payments during 2021. The material difference for 2021 reflects the fact that the 2021 payment is a true-up payment covering the entire three year liability and also factors in higher GHG allowance costs in 2021 relative to the non-true up years. On a Moody's calculated basis, the project's debt service coverage ratios (DSCR) in 2019 and 2020 were 1.07x and 0.44x respectively, when considering the full GHG liability incurred during the year as an expense in same the year of occurrence, rather than deferred. Moody's consider the requirement to purchase GHG emission allowances as an environmental risk under its ESG framework that negatively impacts project liquidity and credit quality as the revenues provided under the power purchase agreement do not include any reimbursement for GHG emission costs. Crockett expects to fully replenishing the DSRA only by year-end 2022, but that expectation is based upon the assumption that market heat rates for short-run avoided cost (SRAC) calculations in CA remain at current levels of around 8,000/Btu/kWh and that operating performance is stable. While Crockett's operating has in recent times been stable and SRAC prices have recently strengthened owing to higher natural gas prices and extreme drought conditions, both considerations are outside of management control. Moreover, the project will have little to no protection in the form of liquidity to withstand any deviation from a stable operating performance, decline in market heat rates, and/or an increase in GHG allowance prices. Further, the project fully utilized its major maintenance reserve during the year, as a result of the planned major outage in March 2021. The rating also acknowledges Crockett's historically volatile financial performance that is expected to continue through the term of the debt. When determining the energy revenue component of Crockett's revenues, the market heat rate used is the short-run avoided cost (SRAC), which has increased the volatility of Crockett's cash flow owing to changes in natural gas prices, variation in hydrology levels and the continued increase in installed renewable electric capacity across California. In 2019, market heat rates were strong and increased to an average of 8,284 Btu/kwh from 7,310 Btu/kwh in the previous year, leading to an improvement in the DSCR being above the 1.20x restricted payment test for the first time in three years. However, market heat rates declined in 2020, averaging 7,248 Btu/kwh, leading to FY 2020 metrics being significantly weaker than FY 2019. As mentioned, market heat rates have improved in 2021 owing to the drought in California, low hydrology levels, and higher natural gas prices averaging 8,172 Btu/kWh between April and August, while reaching a high of 8,673 Btu/kWh in July for the first time since the summer of 2019. As a result, financial metrics and cash flow generation should show improvement through the remainder of the year. However, the continued growth in renewables, along with changes in natural gas prices and improved hydrology in subsequent periods, and more stable load demand could cause market heat rates to decline once again. Some comfort is derived from the amortizing nature of the debt, the declining debt service profile, and the remaining debt outstanding of around $63 million as of FY 2020. Debt service is expected to decline to around $13 million by 2023, the next true-up year, relative to around $21 million in FY 2021. Further, as a reliable natural gas-fired power plant in California, Crockett can benefit the grid during volatile and intermittent increased renewable generation, particularly before a significant proliferation in battery energy storage. OUTLOOK The negative outlook reflects Moody's expectation that the project's financial flexibility will be very limited over the next twelve to eighteen months without a full DSRA and may, under certain scenarios require some degree of sponsor support to meet all of project's obligations. Specifically, there is little room to mitigate the impact from a decline in market heat rates, increases in GHG allowance prices, or any forced outages. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade Given the ongoing challenges associated with GHG liabilities and SRAC, the project's rating is unlikely to move up at this point. The outlook could be stabilized if Crockett can demonstrate an ability to replenish its liquidity in 2022 with strong cash flow generation, and an ability to achieve DSCRs that approximates 1.10x on a sustained basis based on the project's current contractual arrangements while maintaining strong operating performance. Factors that could lead to a downgrade The rating could be downgraded if Moody's believe that the project will not be able to generate sufficient cash flows in 2022 to replenish its DSRA, if market heat rates decline, if there are sustained increases in carbon prices beyond 2021, if the project experiences chronic operating problems that cannot be addressed in a manageable timeframe, or should a project funding need emerge, there are indications that the sponsors would not provide any incremental equity support. Also, Crockett's rating would be negatively affected if PG&E's credit quality were to severely deteriorate or if the project lost its Qualifying Facility (QF) status. PROFILE Crockett is a California limited partnership formed in 1986 to own and operate a 240 megawatt natural gas-fired electric power and steam cogeneration facility located at the C&H sugar refinery in Crockett, California. The entire electric output is sold to Pacific Gas and Electric Company (PG&E), a subsidiary of PG&E Corporation (Ba2 stable), under a 30-year power purchase agreement that expires in May 2026, and the steam is sold to C&H under a steam sales agreement that expires in 2026. The facility operates as a QF as defined under the Public Utility Regulatory Policies Act of 1978 (PURPA). Consolidated Asset Management Services (CAMS) provides operations and maintenance services. Crockett is currently indirectly owned by GEPIF NAP I Holdings, LLC (FREIF), who is indirectly owned by an infrastructure fund managed by BlackRock, and 8.27% by Osaka Gas Company, Ltd. The principal methodology used in this rating was Power Generation Projects Methodology published in June 2021. CROSBY WORLDWIDE: S&P Alters Outlook to Stable, Affirms 'B-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based industry leader of designing, manufacturing, and marketing of highly engineered lifting equipment Crosby Worldwide Ltd. to stable from negative. S&P also affirmed its 'B-' issuer credit rating. S&P said, "The stable outlook reflects our expectation that more favorable demand conditions and operational initiatives will support revenue growth and further earnings improvement over the next 12 months. We believe EBITDA growth will allow Crosby to reduce its debt to EBITDA metric to between 7x and 8x by year-end of fiscal 2022 while maintaining adequate liquidity. "The outlook revision follows a broad-based end-market recovery and expectation of improved credit measures. Crosby's performance through the recessionary environment of 2020 was in line with our forecast, with a revenue decline of about 9.8% and margin deterioration to 19.2% despite process improvement measures. However, operating performance recovered in the first half of fiscal 2021 with a revenue increase of 10% compared to the first half of 2020 driven by sequential improvement in its end-market demand and pricing actions. In addition, Crosby achieved significant margin improvement, with S&P Global Ratings-adjusted EBITDA margins improving by 100 basis points (bps) compared to the first half of 2020 to about 21% as the company benefits from its cost optimization and operational excellence initiatives. Debt leverage reached 8.9x through the second quarter 2021 on a trailing 12-month basis, and we expect end-market recovery to help drive debt leverage lower to about 7.5x by the end of 2021 and in the low 7x area by 2022, which is in line for the current rating. "We expect margin expansion through 2022 because of scaling of production, efficiency improvement, and ability to offset raw material inflation. We expect Crosby to continue to experience solid volume growth along with healthy order intake across all major end markets and regions over the next 12 months. This will be supported by increasing production, supply chain management, and commercial actions to offset raw material price. Despite cost-inflation headwinds, Crosby has the ability to increase prices to its customers with a 60-day advance notice to offset increases in its raw material costs. Furthermore, we expect the company's customers will continue to prioritize quality over price given the high cost of failure associated with Crosby's lifting and rigging accessory products. As the company benefits from higher operating leverage and process-improvement initiatives, we believe that Crosby has the ability to maintain S&P Global Ratings' adjusted EBITDA margin relatively stable in the low-20% area through 2022, despite some supply chain disruptions like those affecting other industrial manufactures. Also, under our base-case forecast, we expect energy and commodity prices to remain relatively stable while nonresidential construction spending increases modestly over the next 12-18 months, further supporting our assumption for good revenue growth. We also believe Crosby should be in better shape to weather future downturns due to its various restructuring efforts over the past two years and more efficient operations. "We expect Crosby will maintain adequate liquidity and generate sufficient free cash flow throughout the forecasted period. Crosby had adequate liquidity at second-quarter end 2021 ended June 30, 2021, with a good cash balance of $92 million and $66 million of availability under its revolving credit facility. In our opinion, the company has managed its costs well. We anticipate it will continue to generate moderate free operating cash flow of about $15 million-$20 million for the next 12 months after taking into consideration higher capital spending related to ongoing efficiency improvement. We do not expect Crosby to use its revolver to meet its capital requirements given free cash flow generation and limited acquisitions or dividends. In addition, near-term debt maturities are manageable, given its nearest maturity is 2024. "The stable outlook reflects our expectation that S&P Global Ratings-adjusted debt to EBITDA will remain between 7x and 8x through fiscal 2022. Our forecast assumes operating performance rebounds as weaker COVID-19 pandemic-induced quarters are lapped, acquisitions are integrated, and efficiencies gained through supply chain optimization, driving cash flow generation." S&P could lower its rating on Crosby if: -- Reduced demand for its products weakens its operating performance materially from S&P's expectations, resulting in much higher debt leverage levels such that it would view the capital structure as unsustainable with limited prospects for improvement; -- Operating performance deteriorates such that its free cash generation is negative, which would constrain liquidity while debt leverage remains elevated; or -- Diminishing liquidity, resulting in higher reliance on the revolver to fund operations. S&P could raise its rating on Crosby if: -- The rebound in the company's end markets is sustained and S&P expects a restoration of operating trends to support sustainable positive free cash flow while maintaining sufficient liquidity; and -- S&P expects the company to reduce and maintain debt leverage consistently below 6.5x, including acquisitions or shareholder returns. DETROIT WORLD: Gets Approval to Hire Clark Hill as Special Counsel ------------------------------------------------------------------ Detroit World Outreach Church received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Clark Hill, PLC as its special counsel. The Debtor needs the firm's legal assistance to negotiate a dissolution of DWO, LLC, a Texas company in which the Debtor and Destiny World Outreach, Inc. each holds a 50 percent interest, and to recover on a $75,000 loan to the Texas-based religious entity. Tate Hemingson, Esq., and Scott Garbo, Esq., the principal attorneys in this case, will charge $300 per hour for their services. Clark Hill received a retainer in the amount of $3,000. As disclosed in court filings, Clark Hill is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tate Hemingson, Esq. Scott Garbo, Esq. Clark Hill, PLC 500 Woodward Avenue, Suite 3500 Detroit, MI 48226 Phone: 313-965-8300 Fax: 313-965-8252 About Detroit World Outreach Church Detroit World Outreach Church, a Redford, Mich.-based religious organization that operates a Christian church, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-40850) on Jan. 31, 2021, listing as much as $10 million in both assets and liabilities. Bishop CJ Andre, president of Detroit World Outreach Church, signed the petition. Judge Mark A. Randon oversees the case. Maxwell Dunn, PLC is the Debtor's bankruptcy counsel while Great Lakes Legal Group, PLLC and Clark Hill, PLC serve as special counsel. DRAGONFLY GRAPHICS: Unsecured Creditors to Get $15K over 48 Months ------------------------------------------------------------------ Dragonfly Graphics, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Florida a Subchapter V Plan of Reorganization dated September 13, 2021. The Debtor is engaged in the advanced manufacturing of screen printed and embroidered apparel and other merchandise. Joy Revels is the sole shareholder of the Debtor. Ms. Revels filed her own subchapter V chapter 11 case on June 14, 2021, case number 21 10111-KKS. This Plan submitted under section 1190 of Subchapter V of Chapter 11 of the Bankruptcy Code proposes to pay creditors of Dragonfly Graphics, Inc. from future income. The term of the Plan is 48 months. Non-priority unsecured creditors holding allowed claims will receive distributions which the proponent of the Plan has valued at approximately 2.20 cents on the dollar. The Plan also provides for the payment of administrative and priority claims. The Plan will treat claims as follows: * Class 2 consists of the Claim of the Internal Revenue Service. The Internal Revenue Service filed claim 5-2 which includes an unsecured priority claim in the amount of $34,316.23. The Debtor will pay this claim over 48 months with interest at the applicable statutory rate as determined by IRS regulations which is in effect as of the Effective Date of the Plan. * Class 3 consists of the Claim of Florida Capital Bank. The Debtor has received an offer from a manufacturer to purchase the Model #APA0 for $5,000.00. If Florida Capital Bank agrees, the Debtor will accept this offer and will turn over the proceeds to Florida Capital Bank. The first payment will be due thirty days following the Effective Date of the Plan. This creditor will retain its lien on the subject property until its secured claim is paid in full. The balance of this claim in the amount of $451,914.73 will be treated as an unsecured claim and will be paid pro rata along with all other unsecured general claims in Class 4. * Class 4 consists of Unsecured Creditors. The Debtor's total unsecured debt is approximately $675,729.80. The Debtor will pay a total of $15,000.00, with no interest, on a pro rata basis to all timely filed, allowed unsecured claims over 48 months. For administrative convenience, this amount will be paid quarterly, with payments of $937.50 each, starting three months after the Effective Date of the Plan. There will be a ten day grace period as to each such payment. The Debtor intends to make Plan payments from future income. Should the Debtor be unable to make the required payments from future income, the Debtor will take appropriate action to fund the required amount. This could include a proposed modification of the confirmed plan or liquidation of assets. A full-text copy of the Subchapter V Plan dated September 13, 2021, is available at https://bit.ly/3lwYWmW from PacerMonitor.com at no charge. Attorneys for Debtor: Lisa C. Cohen, Esq. Ruff & Cohen, PA 4010 Newberry Road, Suite G Gainesville, FL 32607 Telephone: (352) 376-3601 Facsimile: (352) 378-1261 Email: lisacohen@bellsouth.net About Dragonfly Graphics Dragonfly Graphics, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 21-10110) on June 14, 2021, listing under $1 million in both assets and liabilities. Joy Revels, president, signed the petition. Lisa C. Cohen, Esq., at Ruff & Cohen, PA, serves as the Debtor's legal counsel. EAGLE HOSPITALITY: Court Orders Investors to Return $2.4 Million ---------------------------------------------------------------- Vince Sullivan of Law360 reports that two investors of bankrupt hotel owner Eagle Hospitality Group must return $2.4 million to the debtor after a Delaware judge said the investors obtained the money through a fraudulent transfer of assets from the debtor after improperly applying for a loan under the federal Paycheck Protection Program. U.S. Bankruptcy Judge Christopher S. Sontchi granted Eagle's motion for summary judgment Tuesday, September 14, 2021, in a Chapter 11 adversary proceeding against investors Taylor Woods and Howard Wu, saying there were no material facts in dispute surrounding the allegations that the investors engaged in a fraudulent transfer, fraud and unjust enrichment. About Eagle Hospitality Group Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality stapled group comprising Eagle Hospitality Real Estate Investment Trust ("Eagle H-REIT") and Eagle Hospitality Business Trust. Based in Singapore, Eagle H-REIT is established with the principal investment strategy of investing on a long-term basis, in a diversified portfolio of income-producing real estate which is used primarily for hospitality and/or hospitality-related purposes, as well as real estate-related assets in connection with the foregoing, with an initial focus on the United States. EHT US1, Inc., and 26 affiliates, including 15 LLC entities that each owns hotels in the U.S., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10036) on Jan. 18, 2021. EHT US1, Inc., estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped PAUL HASTINGS LLP as bankruptcy counsel; FTI CONSULTING, INC., as restructuring advisor; and MOELIS & COMPANY LLC, as investment banker. COLE SCHOTZ P.C. is the Delaware counsel. RAJAH & TANN SINGAPORE LLP is Singapore Law counsel, and WALKERS is Cayman Law counsel. DONLIN, RECANO & COMPANY, INC., is the claims agent. EMERA INC: S&P Rates Series L First Preferred Shares 'BB+' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating on the global scale and 'P-3 (High)' issue-level rating on the Canada National Preferred Share Scale to Halifax, N.S.-based utility holding company Emera Inc.'s C$150 million series L cumulative redeemable first preferred shares, with an option of up to C$200 million. Emera intends to use the net proceeds from these preferred shares for general corporate purposes. S&P said, "We expect to assign intermediate equity credit (50% equity) to the shares based on the proposed terms. Our intermediate equity treatment is largely premised on the instrument's permanence, subordination, and deferability features, as defined under our criteria for hybrid securities." The series L first preferred stock is perpetual, with no maturity date and no incentive to redeem the issue for a long-dated period, meeting our standards for permanence. S&P said, "In addition, the dividend payments are indefinitely deferrable, fulfilling the deferability element in our criteria. Furthermore, the instrument is subordinated to all existing and future senior debt obligations, satisfying our condition for subordination." S&P said, "For these reasons and based on our review of the proposed terms of these instruments, we rate the securities two notches below our 'BBB' issuer credit rating on Emera at 'BB+' on the global scale or 'P-3 (High)' under the Canada National Preferred Share Scale Ratings." ENGLISH ESTATES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: English Estates LLC 643 Decatur Street Brooklyn NY 11233 Business Description: English Estates LLC is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: September 15, 2021 Court: United States Bankruptcy Court Eastern District of New York Case No.: 21-42343 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Michael L. Walker, Esq. THE LAW OFFICES OF MICHAEL L. WALKER, ESQ. PLLC 9052 Fort Hamilton Pkwy, Second Floor Suite Brooklyn NY 11209 Tel: (718) 680-9700 Email: mwalker@michaelwalkerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by David English as managing member. The Debtor did not file together with the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4CHBNVQ/English_Estates_LLC__nyebke-21-42343__0001.0.pdf?mcid=tGE4TAMA EXACTUS INC: Errors Found in Previously Issued Financial Statements ------------------------------------------------------------------- The Board of Directors of Exactus, Inc., after discussion with management of the Company and the Company's independent registered public accounting firm, RBSM LLP, concluded that the Company's previously issued unaudited condensed consolidated interim financial statements as of and for the fiscal periods ended June 30, 2021 included in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on Aug. 23, 2021 should no longer be relied upon. The condensed consolidated interim financial statements as of and for the fiscal periods ended June 30, 2021 included in the Q2 2021 Form 10-Q were not reviewed by RBSM in accordance with Article 10 of Regulation S-X prior to filing. Subsequent to the filing of the Q2 2021 Form 10-Q, the Company identified the following material errors in the unaudited condensed consolidated interim financial statements included in the Q2 2021 Form 10-Q related to the accounting for and disclosure of a transaction between the Company and Quintel-MC, Incorporated, an entity owned by the Company's chairman of the Board and chief executive officer: * The Company reported approximately $5.1 million in revenues for the three months ended June 30, 2021; * The reported revenues included a sale on June 30, 2021 of approximately $4.7 million of inventory to the Related Party in exchange for reducing the outstanding principal of a note payable between the Company and the Related Party; * The Transaction accounted for approximately 92% and 83% of the Company's reported revenue for the three months and six months ended June 30, 2021, respectively; * The Company failed to disclose the Transaction as a related party transaction in the financial statements and notes thereto included in the Q2 2021 Form 10-Q; and * The Company has concluded that the Transaction should have been accounted for and disclosed as a transfer of assets in exchange for reduction of related party indebtedness rather than as income. The Company's condensed consolidated statement of cash flows for the six months ended June 30, 2021 also contains a number of material errors in the classification between operating, investing, financing and non-cash financing activities in connection with the Related Party transaction and other transactions. Additionally, the Company is reviewing with RBSM a number of other identified errors in the unaudited condensed consolidated interim financial statements included in the Q2 2021 Form 10-Q related to the accounting and disclosure of right to use assets and related right to use liabilities, accounts payable and accrued expenses, operating expenses, and other income and expenses, and is evaluating their materiality. Based on the foregoing determination, the Company intends to correct the material errors in the Company's previously issued condensed consolidated interim financial statements as of and for the fiscal periods ended June 30, 2021 by filing an amendment to the Q2 2021 Form 10-Q as soon as practicable. The related disclosures in the Management's Discussion and Analysis of Financial Condition and Results of Operations will also be modified. The Chairman of the Board of Directors and chief executive officer discussed the matters with representatives of RBSM. About Exactus Exactus Inc. (OTCQB:EXDI) -- http://www.exactusinc.com-- is a producer and supplier of hemp-derived ingredients and feminized hemp genetics. Exactus is committed to creating a positive impact on society and the environment promoting sustainable agricultural practices. Exactus specializes in hemp-derived ingredients (CBD/CBG/CBC/CBN) and feminized seeds that meet the highest standards of quality and traceability. Through research and development, the Company continues to stay ahead of market trends and regulations. Exactus is at the forefront of product development for the beverage, food, pets, cosmetics, wellness, and pharmaceutical industries. Exactus reported a net loss of $10.94 million for the year ended Dec. 31, 2020, compared to a net loss of $10.02 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $23.64 million in total assets, $11.62 million in total liabilities, and $12.02 million in total stockholders' equity. Henderson, NV-based RBSM LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 23, 2021, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses that raises substantial doubt about the Company's ability to continue as a going concern. FLIX BREWHOUSE: Seeks $1.5MM DIP Loan, Cash Collateral Access ------------------------------------------------------------- Flix Brewhouse NM LLC asks the U.S. Bankruptcy Court for the Western District of Texas for entry of an order authorizing the Debtor to borrow up to $1.5 million from ultimate parent FELLC to help fund operations as the Debtor reopens its business to the public. In addition, and only to the extent necessary, the Debtor seeks authority to use cash collateral of its senior lender, Comerica Bank, to further support the operations as it seeks to reorganize under Subchapter V. FELLC is willing to provide bridge financing to the Debtor to enable the Debtor to reopen and operate while it attempts to reorganize. The Debtor's dine-in cinema, located in the Village @ La Orilla commercial real estate development in Albuquerque, New Mexico, has been shuttered since March 2020 and is now in the process of reopening. The Debtor is now seeking to staff its business in Albuquerque and otherwise prepare the Premises for a September 30, 2021 reopening. Under the DIP Agreement, the Debtor would borrow up to $1,500,000 on a revolving basis, at an annual interest rate of 0.86%. The Debtor's prepetition lender, Comerica Bank, holds a senior blanket lien on substantially all of the Debtor’s assets as well of those of Holdco and three other affiliates, each of which is a wholly-owned subsidiary of Holdco. FELLC is not a borrower under the applicable Comerica Bank loans. In exchange for advancing funds under the DIP Agreement, the Debtor says the Lender will be granted a superpriority lien on substantially of the Debtor's assets. However, the lien(s) of Comerica Bank will remain senior to the liens of Lender except to the extent that any such Collateral has been generated by or is otherwise the result of post-petition operations, including personal property purchased or obtained by the Debtor using either funds advanced under the facility or the proceeds of post-petition operations. For avoidance of doubt, funds advanced by the Lender to any Debtor account will be subject to the Lender's priming lien. Interest will accrue at 0.86% per annum, with default interest to accrue at the Base Rate plus 5%. The DIP loan has an origination fee of $15,000. The Lender will also be entitled to reimbursement of legal fees and costs incurred in connection with protecting or enforcing its rights under the DIP Agreement. In addition to a priming lien, the Lender will be granted a superpriority administrative claim to the extent of outstanding advances on the DIP loan. The DIP loan will mature 180 days from the Petition Date, unless extended by agreement and/or by Court order. The Debtor is a co-obligor on two Comerica Bank loans: a. An installment loan dated March 13, 2020 in the original amount of $6,607,143 ("Holdco Loan"). The borrower for the Holdco Loan is Holdco; in addition to the Debtor, the guarantors of the Holdco Loan are: Flix Brewhouse Iowa; Flix Brewhouse Indiana; Flix Brewhouse LLC; FELLC; and Allan R. Reagan. b. An SBA-backed loan dated December 30, 2016 in the original amount of $2,195.000 ("SBA Loan"). The Debtor is the sole borrower under the SBA Loan. The guarantors on this loan are Flix Brewhouse; FELLC; FB Capital LLC; Hospitality Investors, Inc.; and, Allan R. Reagan. Payments on the Holdco Loan are made from FELLC's main disbursement account. Internally, for accounting and legal purposes, the responsibility for each monthly payment of principal and interest is allocated among HoldCo and the four affiliate guarantors pursuant to an Allocation Agreement dated March 13, 2020. Under that agreement, the Debtor's monthly responsibility is $27,122. During the pendency of the bankruptcy case, as adequate protection to Comerica Bank, the Debtor will directly make its monthly payment due under the SBA Loan and its allocated monthly payment of $27,122 for the Holdco Loan from its debtor in possession accounts, with the balance of the monthly payments due under the Holdco Loan continuing to be drawn from FELLC. The Debtor submits that these monthly payments are more than sufficient to provide Comerica with adequate protection, including any protection that might be required to account for diminution in the value of any Comerica collateral owned by the Debtor. A copy of the motion is available at https://bit.ly/3kdb9h7 from PacerMonitor.com. About Flix Brewhouse NM LLC Flix Brewhouse NM LLC is a New Mexico limited liability company that operates a dine-in cinema under the name "Flix Brewhouse," located in the Village @ La Orilla commercial real estate development in Albuquerque, New Mexico. Flix Brewhouse NM LLC is a wholly owned subsidiary of Flix Brewhouse Holdco LLC, a wholly owned subsidiary of Flix Entertainment LLC. FELLC in turn owns several other direct and indirect subsidiary entities that operate Flix Brewhouse locations across the Southwestern and Midwestern U.S. Flix Brewhouse NM LLC's business is multifaceted, consisting of an eight-screen luxury dine-in movie theater showing first-run films to consumer audiences, a lounge and a craft microbrewery producing Flix Brewhouse-branded beer. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. W.D. Tex. Case No. 21-30676) on September 10, 2021. In the petition signed by Allan L. Reagan, president, the Debtor disclosed up to $10 million in both assets and liabilities. The Debtor is represented by Ferguson Braswell Fraser Kubasta PC and Sugar Felsenthal Grais and Helsinger LLP as counsel. On September 13, 2021, the United States Trustee appointed Michael Colvard to serve as the Subchapter V trustee. FLOAT HORIZEN: Reaches Settlement with HPH; Unsecureds to Get 22% ----------------------------------------------------------------- Float Horizen, LLC, submitted a Chapter 11 Second Amended and Restated Disclosure Statement and Plan of Reorganization dated September 13, 2021. This is a reorganization plan. In other words, the Proponent seeks to accomplish payments under the Plan by using Debtor's income. The Effective Date of the proposed Plan is 45 days after confirmation. Soon after the Debtor settled with the landlord HPH adjusting the rent, Verticity closed its operations next to the Debtor and moved out of the premises. This gave the Debtor full use of its premises at a reduced rent. Note that Hybrid Phoenix Holdings became HPH1, LLC. Class 3-A consists of the Secured Claim of Pinnacle Bank. This Class has $369,544.00 total claim amount. This claimant shall receive its contractual payment of $2,895.05 which shall bear interest at the contractual rate. The payments herein shall continue until this claim is paid in full. Class 4 consists of General Unsecured Claims. The Debtor shall pay $250.00 per month for a period of no less than 60 months. Creditors in this class shall receive their pro rata distribution under the plan and no less than 22% of the allowed amount of their claim. Class 5 consists of Interest Holders. All assets will be reinstated. The Plan will be funded from income of the Debtor as a float spa. The Plan proposes to pay $1,500.00 each quarter. Debtor's financial projections demonstrate that Debtor will lose approximately $720.00 per month in net income after necessary operating expenses and post-confirmation taxes have been paid. While the last 5 months have shown an operating loss, the Debtor feels that the plan payments are feasible in light of the Covid-19 and stay at home orders being issued. The final Plan payment is expected to be paid in the Spring of 2025. Debtor shows a monthly net loss but the Debtor can overcome it. The Plan Proponent contends that Debtor's financial projections are feasible. The principals of the Debtor, Seth and Robin Ritter, will cover any plan payment shortfall from their personal assets. They were able to clear up the deficiency with HPH1 regarding the assumption of the lease and are prepared to do the same regarding plan payments. A full-text copy of the Second Amended Disclosure Statement dated September 13, 2021, is available at https://bit.ly/3Ab63aV from PacerMonitor.com at no charge. Counsel to the Debtor: STEVEN L. LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Phone: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Float Horizen Float Horizen, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case no. 20-04478) on Oct. 6, 2020. In the petition signed by Robin Ritter, chief manager. the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge Randal S. Mashburn oversees the case. Lefkovitz & Lefkovitz, PLLC, is the Debtor's counsel. Pinnacle Bank, as Lender, is represented by: Matthew R. Murphy, Esq. David M. Smythe, Esq. Smythe Huff & Hayden, PC 1222 16th Avenue South, Suite 301 Nashville, TN 37212 E-mail: mmurphy@smythehuff.com GENERAL CANNABIS: Sells $1.2 Million Worth of Securities -------------------------------------------------------- General Cannabis Corp. entered into a securities purchase agreement with various accredited investors, pursuant to which the Company issued and sold Units consisting of Series A Convertible Preferred Stock and warrants to purchase shares of the Company's common stock with a par value $0.001 per share. The total number of Units sold was 1,180. Each Unit consists of one (1) share of Series A Preferred and 300 Warrants. The purchase price of each Unit was $1,000, for an aggregate amount sold of $1,180,000. Each share of Series A Preferred is convertible into 1,000 shares of Common Stock upon the consummation of a capital raise by the Company of not less than $5 million. Warrants The Warrants have a five-year term and an exercise price per Warrant share of $1.05. The Warrants contain an anti-dilution provision pursuant to which upon a future capital raise by the Company at less than $1.00 per share, each Investor will be granted additional Warrants on a 'full-ratchet' basis. Certificate of Designations The Certificate of Designations of the Series A Convertible Preferred Stock was filed with the Secretary of State of the State of Colorado on Sept. 14, 2021. The Certificate of Designations establishes the new preferred series entitled "Series A Convertible Preferred Stock" with no par value per share, and sets forth the rights, restrictions, preferences and privileges of the Series A Preferred, summarized as follows: * Authorized Number of Shares. 5,000 * Voting Rights. None * Dividends. 6% per annum, 'paid in kind' in shares of Series A Preferred * Conversion. Each share of Series A Preferred is mandatorily convertible into 1,000 shares of Common Stock upon a minimum capital raise of $5 million; sale, merger or business combination of the Company; or the Company listing on an exchange * Redemption. No rights of redemption by Investor, nor mandatory redemption Amendments to Articles of Incorporation On Sept. 14, 2021, the Company filed the Certificate of Designations with the Secretary of State of the State of Colorado, which amended the Company's Amended and Restated Articles of Incorporation by creating the new series of preferred stock, "Series A Convertible Preferred Stock." The amendment creating the Series A Preferred was authorized by the Company's Articles of Amendment filed on November 23, 2020, which authorized five million shares of 'blank check' preferred, which may be issued in one or more series at the discretion of, and pursuant to the authorization by, the Company's Board of Directors. About General Cannabis Corp Headquartered in Denver, Colorado, General Cannabis Corp -- http://www.generalcann.com-- offers a comprehensive national resource to the regulated cannabis industry. The Company is a trusted partner to the cultivation, production and retail sides of the cannabis business. General Cannabis reported a net loss of $7.68 million for the year ended Dec. 31, 2020, compared to a net loss of $15.48 for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $9.43 million in total assets, $7.91 million in total liabilities, and $1.51 million in total stockholders' equity. GEROU PROPERTIES: Seeks OK on First American Bank Cash Deal ----------------------------------------------------------- Gerou Properties, LLC; Gerou Properties II, LLC; So Close to Home II, LLC; and Deerfield Place Assisted Living, LLC -- in separate motions filed with the U.S. Bankruptcy Court for the Western District of Wisconsin -- asked the Court to approve a stipulation they reached with secured creditor, First American Bank, relating to the use of cash collateral and payment of adequate protection to First American. First American consents to the Debtors' use of cash collateral. In exchange, First American is entitled to these monthly adequate protection payment: * The Debtor shall make a monthly adequate protection payment of $3,885; and * The Debtors shall make an escrow payment of $1,205 to be applied towards real and estate taxes; The parties further agree that the first monthly payment of $5,090 shall delivered to First American within one day after the Court enters the order for adequate protection, and that the Debtors shall pay $5,090 every subsequent 30 days on the same day of the month as the first payment until a Chapter 11 plan confirmation order is entered by the Court, or the cases are dismissed or converted. In addition, the parties agree that First American is granted replacement lien on the Debtors' postpetition assets to the same extent that First American has in similar assets prepetition. A copy of the stipulation is available for free at https://bit.ly/2XuISKq from PacerMonitor.com. About Gerou Properties LLC, et al. Gerou Properties LLC filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 21-11867) on September 7, 2021. Its affiliates, Gerou Properties II LLC; So Close to Home II LLC; and Deerfield Place Assisted Living LLC also filed separate Chapter 11 petitions on September 7, 2021. The Debtors' request for the joint administration of their cases is currently pending in the U.S. Bankruptcy Court for the Western District of Wisconsin. On the Petition Date, Gerou Properties LLC and Gerou Properties II LLC each reported $185,000 in assets and $861,198 in liabilities. So Close to Home II LLC disclosed $720,000 in assets and $861,198 in liabilities. Deerfield Place Assisted Living LLC estimated $420,000 in assets and $861,197 in liabilities on the date of filing the petition. Judge Catherine J. Furay presides over the cases. Pittman & Pittman Law Offices, LLC serves as counsel for the Debtors. The firm may be reached through: Wade M. Pittman, Esq. PITTMAN & PITTMAN LAW OFFICES, LLC 712 Main Street La Crosse, WI 54601 Telephone: (608) 784-0841 Facsimile: (608) 784-2206 Email: Info@PittmanandPittman.com I LEE RE1: Seeks to Tap Malinda L. Hayes as Bankruptcy Counsel -------------------------------------------------------------- I Lee Re1, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Offices of Malinda L. Hayes to serve as legal counsel in its Chapter 11 case. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued management of its business operations; (b) advise the Debtor regarding its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (d) protect the Debtor's interest in all matters pending before the court; and (e) represent the Debtor in negotiation with their creditors in the preparation of a Chapter 11 plan. The firm received a $5,062 pre-bankruptcy retainer from the Debtor. In addition, the Debtor has agreed to pay the sum of $1,500 per month as a post-petition retainer. The hourly rates of the firm's attorneys and staff are as follows: Attorneys $375 per hour Paralegals $135 per hour Malinda Hayes, Esq., disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Malinda L. Hayes, Esq. Law Offices of Malinda L. Hayes 378 Northlake Blvd., Suite 218 North Palm Beach, FL 33408 Telephone: (561) 537-3796 Email: malinda@mlhlawoffices.com About I Lee Re1 LLC I Lee Re1 LLC filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-18838) on Sept. 13, 2021, listing up to $1 million in assets and up to $500,000 in liabilities. Ing Lee, authorized member, signed the petition. The Law Offices of Malinda L. Hayes serves as the Debtor's legal counsel. IAC/INTERACTIVECORP: S&P Affirms 'BB' ICR on Strong Liquidity ------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on IAC/InterActiveCorp. The stable outlook reflects the company's sizable cash balance that will support operations and the company's investment spending, despite weaker forecasted EBITDA generation over the next 12 months. The affirmation reflects IAC's sizeable cash balance that provides additional credit support despite elevated leverage over the next 12 months. S&P said, "Following the separation of Match Group from IAC in June 2020, we expected Angi to be the largest contributor to revenue and EBITDA for IAC in 2021. We expect Angi to generate negative to breakeven EBITDA this year, whereas it generated positive EBITDA for the last three years, as the business is currently undergoing a rebranding campaign that has led to elevated marketing expenditures and declining organic site traffic." Additionally, management is focused on growing its Angi Services business which is leading to margin erosion as the business has not yet grown to a profitable scale. The company's remaining businesses (Dotdash, Search, Emerging & Other) are generating positive EBITDA, and generally seeing positive growth trends given improving macroeconomic conditions. However, their EBITDA contribution is not significant enough to offset the lost EBITDA at Angi in 2021, resulting in elevated leverage at IAC. IAC is undergoing a transition phase as it continues to redefine its business following the separation of Match Group in June 2020 and its ongoing expansion and rebranding efforts at Angi. S&P said, "We view the strength of its balance sheet and positive free cash flow generation somewhat offset the risks posed by its elevated leverage. The company's cash balance was about $3.5 billion as of June 30, 2021, $584 million of which sits at Angi. We expect IAC to generate around $40 million to $50 million of free operating cash flow (FOCF) in 2021 and $100 million to $110 million of FOCF in 2022, with cash flow contributions primarily coming from its non Angi businesses. This provides additional buffer to IAC's weakening credit metrics as its cash balances are nearly 7x its reported debt. We expect adjusted leverage at IAC to fall toward 4x in 2022, as Angi begins to realize greater benefits of scale from its investment phase, and the current pace of EBITDA growth at its other businesses remains strong." IAC could look to opportunistically utilize its substantial cash balance to pursue investments in new and existing businesses. S&P said, "We expect the company will look to use the funds to pursue acquisitions in its existing or new segments with a focus on creating long-term value. We expect IAC to have debt at the operating company level but do not anticipate it will place material debt on its balance sheet. While we do not explicitly forecast additional acquisitions, we expect the company will pursue acquisitions with a focus on the offline-to-online booking and purchasing transition and believe they may not immediately be EBITDA accretive. This was seen last year with the company's $1 billion purchase of a 12% minority stake in MGM Resorts that is not consolidated into IAC's financials. However, we believe IAC could be a long-term partner with MGM and help it gain share in the growing online gaming industry, thereby increasing the value of its investment. IAC also acquired Care.com for $627 million in February 2020, and its subsidiary Angi recently acquired Total Home Roofing in July 2021. Although, we have not modeled in any additional large-scale acquisitions in 2021, we expect any non-debt-funded acquisitions that are accretive to EBITDA would increase the company's pace of deleveraging." S&P said, "The stable outlook reflects the company's sizable cash balance that will support operations and the company's investment spending, despite weaker forecasted EBITDA generation over the next 12 months. We expect leverage to be 6x-7x in 2021, falling toward 4x in 2022. "We could lower our rating on IAC over the next 12 months if its leverage remains higher than 5x in 2022." -- This could be due to higher-than-expected investments that pressure its EBITDA and a longer-than-expected recovery in its Angi business; or -- S&P could also downgrade the company if it depletes its cash balances for investments that are not accretive to its EBITDA and cash flow. Although unlikely over the near term, S&P could raise its rating on IAC if it becomes sufficiently diversified through strong revenue and EBITDA growth at key subsidiaries, successful product launches, and accretive acquisitions while maintaining prudent levels of leverage. JCV GROUP: Unsecureds to Recover At Least 5% Under Plan ------------------------------------------------------- JCV Group LLC submitted a Plan and a Disclosure Statement. The Debtor's Plan will be implemented by the Debtor's transfer of assets on the Effective Date to the Litigation Trust which shall be administered by the Debtor's existing owners acting as Trustee (as discussed herein) for the benefit of the Class 3 General Unsecured Claims. The Litigation Trust is funded by: (i) all of the Debtor's rights to recover sums resulting from the Warehouse Inventory valued at $657,947.73 and which are pursued against Capital Logistics & Warehousing and/or against the Debtor's insurer, Traveler's Insurance Company for the value of the Warehouse Inventory; and (ii) the value of any and all recovery from the Debtor's prepetition claim against National Bankruptcy Stores in the amount of $364,137.35. While the Debtor estimates the value of the contribution to the Litigation Trust to be approximately $1,022,085.08, that amount will be recovered if -- but only if -- the Litigation Trust is able to recover the full amount of the Warehouse Claim and the full amount of the National Stores Claim, neither of which can be assured. Pursuant to the terms of the Plan, the holder of Equity Interests in the Debtor shall provide the Equity Guarantee for the benefit of the holders of Allowed General Unsecured Claims (i.e. $129,088.06) which such Equity Guarantee shall be distributed pro rata in the event that holders of Class 3 General Unsecured Claims do not receive 100% of the Allowed Amount of their Claim or otherwise agree to less favorable treatment. Under the Plan, Class 3 All General Unsecured Claims are projected to total $2,581,762. The claims will be payable from proceeds of the Litigation Trust in such amounts as are deemed Allowed Claims with minimum recovery of 5% of Allowed Amount. Class 3 is impaired. On the Effective Date, in accordance with the terms of this Plan the Debtor shall be deemed to have transferred to the Litigation Trust free and clear of all Liens, the entirety of its right title and interest in and to its Claim for the Warehouse Inventory, insurance proceeds therefore, and the National Stores Claim. The Debtor shall pay all Allowed Priority Claims, if any, and any outstanding U.S. Trustee Fees from its general operating funds in accordance with the terms of this Plan. The holders of the Equity Interests in the Debtor, Mr. David Maleh, Steven Chrem, and Victor Chrem, shall contribute the following sums to this Plan: (i) on the Effective Date the Equity Guarantee which is anticipated to total $129,088.06 (5% of all Class 3 General Unsecured Claims); (ii) on the Effective Date or as may otherwise be agreed between the applicable holder of an Allowed Professional Claim and the holders of the Equity Interests which is anticipated to total between $130,000 and $170,000. Attorneys for the Debtor: Eric S. Medina, Esq. Medina Law Firm LLC 641 Lexington Avenue Thirteenth Floor New York, NY 10022 Telephone: (212) 404-1742 Facsimile: (888) 833-9534 A copy of the Disclosure Statement dated September 8, 2021, is available at https://bit.ly/3nj0jIq from PacerMonitor.com. About JCV Group LLC JCV Group LLC -- http://jcvbrands.com-- is a wholesale domestics, baby and pet company established and based in New York. JCV Group filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13563) on Nov. 6, 2019. In the petition signed by David Maleh, chief executive officer, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Eric S. Medina, Esq., at Medina Law Firm, LLC is the Debtor's legal counsel. JONES SODA: BDO USA Resigns as Auditor -------------------------------------- BDO USA, LLP resigned as Jones Soda Co.'s independent registered public accounting firm effective Sept. 9, 2021. BDO audited the Company's consolidated financial statements as of and for the fiscal years ended Dec. 31, 2020 and 2019. The report of BDO on such financial statements contained an explanatory paragraph which noted that there was substantial doubt as to the Company's ability to continue as a going concern. The reports of BDO on the financial statements of the Company for the fiscal years ended Dec. 31, 2020 and 2019, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for the going concern matter. The Company stated that during its fiscal years ended Dec. 31, 2020 and 2019, and through the interim period ended Sept. 9, 2021, there were no disagreements between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreements in connection with its audit reports on the Company's financial statements. During the Company's two most recent fiscal years ended Dec. 31, 2020 and 2019, and the interim period ended Sept. 9, 2021, BDO did not advise the Company of any reportable events specified in Item 304(a)(1)(v) of Regulation S-K with respect to the Company. About Jones Soda Headquartered in Seattle, WA, Jones Soda Co. -- www.jonessoda.com -- develops, produces, markets and distributes premium beverages primarily in the United States and Canada through its network of independent distributors and directly to its national and regional retail accounts. The Company also sells products in select international markets. The Company's products are sold in grocery stores, convenience and gas stores, on fountain in restaurants, "up and down the street" in independent accounts such as delicatessens, sandwich shops and burger restaurants, as well as through its national accounts with several large retailers. Jones Soda reported a net loss of $3 million for the year ended Dec. 31, 2020, compared to a net loss of $2.78 million for the year ended Dec. 31, 2019. As of March 31, 2021, the Company had $8.21 million in total assets, $3.72 million in total liabilities, and $4.49 million in total shareholders' equity. Seattle, Washington-based BDO USA, LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 24, 2021, citing that the Company has suffered recurring losses from operations and has negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. KANSAS CITY UNITED: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The U.S. Trustee for Region 13 on Sept. 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Kansas City United Methodist Retirement Home, Inc. About Kansas City United Methodist Retirement Home Inc. Kansas City United Methodist Retirement Home, Inc., doing business as Kingswood Senior Living Community, operates a continuing care retirement community and assisted living facility for the elderly in Kansas City, Mo. Kansas City United Methodist Retirement Home sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 21-41049) on Aug. 18, 2021, disclosing up to $50 million in assets and up to $100 million in liabilities. Judge Cynthia A. Norton oversees the case. McDowell, Rice, Smith & Buchanan, PC serves as the Debtor's bankruptcy counsel while Gilmore & Bell, P.C. serves as special counsel. UMB Bank, N.A., the bond trustee, is represented by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. KINGSLEY CLINIC: Lilly Unsecureds to Get $100/month for 60 Months ----------------------------------------------------------------- The Kingsley Clinic, PLLC, and The Lilly Project, Inc., submitted a First Amended Joint Chapter 11 Plan of Reorganization dated September 13, 2021. This Plan constitutes a chapter 11 reorganization plan for the Debtors. The Plan provides for the Debtors to restructure their debts by reducing their monthly payments to the amount of Kingsley's Disposable Income. The Debtors believe that the Plan will ensure Holders of Allowed Claims will receive greater distributions under the Plan than they would if the Debtors' Chapter 11 Cases were converted to Chapter 7 and the Debtors' Assets liquidated by a Chapter 7 Trustee. It is anticipated that after confirmation, the Debtors will continue in business. Based upon the projections, the Debtors believe they can service the debt to the creditors. Kingsley will continue in business. Kingsley's Plan will break the existing claims into three categories of Claimants. These claimants will receive cash payments over a period of time beginning on the Effective Date. The Plan will treat Kingsley claims as follows: * Class 1 Claimants (Allowed Administrative Claims of Professionals and Subchapter V Trustee) are potentially impaired and will be paid in cash and in the first five months of the Plan. The Subchapter V Trustee fees will be paid in the first five months of the Plan. Class 1 Creditor Allowed Claims are estimated as of the date of the filing of this Plan to not exceed the amount of $18,000. * Class 2 Claimants (Allowed Unsecured Claims) are impaired. All unsecured creditors shall share pro rata in the unsecured creditors pool. Kingsley shall make monthly payments commencing 30 days after the Effective Date of $638.001 into the unsecured creditors' pool. Kingsley shall make distributions to the Class 2 creditors every 90 days commencing 90 days after the first payment into the unsecured creditors pool. Kingsley shall make 60 payments into the unsecured creditors pool. The Class 2 creditors are impaired. * Class 3 (Current Owners) are not impaired under the Plan. The current owner will receive no payments under the Plan; however, he will be allowed to retain his ownership in Kingsley. Lilly will continue to develop its Software Platform by utilizing funding from the MSA. Lilly's Plan will break the existing claims into seven categories of Claimants. These claimants will receive cash payments over a period of time beginning on the Effective Date. The Plan will treat Lilly claims as follows: * Class 3 Claimant (Bank of Luxemburg) is impaired. As of the date of this Plan, Lilly believes the amount due to the Bank of Luxemburg is $43,917. Lilly concedes that the Bank of Luxemburg is fully secured based on its security interest and lien on Lilly's collateral, including the Software Platform. Based on an interest rate of 5.25% (Prime rate plus two percent), Lilly shall pay the Bank of Luxemburg 60 monthly payments of $500.00 commencing on the Effective Date, plus one lump sum payment in the amount of $20,028 to be paid within 90 days after the sixtieth monthly payment is made. * Class 4 Claimants (Convertible Note Creditors) are impaired. The Class 4 Claimants, which are comprised of Anas Al Hallak, Dhafer Salem, Jeffery Matthew, Michael Scott, Ritesh Janardhan Rampure, Umer Ghani, and Joshua Clounch, in the aggregate amount of $384,618.93 shall each be issued a new Convertible Note by the Reorganized Lilly Project on the Effective Date with the same terms and conditions, including the same Note Principal Amount, as the Convertible Note issued by Lilly to the particular Class 4 Claimant prior to the Petition Date. In exchange for the new Convertible Notes issued to the Class 4 Claimants, all prepetition Convertible Notes will be terminated. * Class 5 Claimant (SAFE Creditor) is impaired. The Class 5 Claimant, which is comprised of Joshua Clounch in the amount of $195,012.40, shall be issued a new SAFE in the Reorganized Lilly Project on the Effective Date that will incorporate the same terms and conditions of the SAFE that existed between Lilly and the Class 5 Claimant prior to the Petition Date. In exchange for the new SAFE issued to the Class 5 Claimant, the prepetition SAFE will be terminated. * Class 6 Claimants (Allowed Unsecured Claims) are impaired. All unsecured creditors shall share pro rata in the unsecured creditors pool. Lilly shall make monthly payments commencing 30 days after the Effective Date of $100.00 into the unsecured creditors' pool. Lilly shall make distributions to the Class 6 creditors every 90 days commencing 90 days after the first payment into the unsecured creditors pool. Lilly shall make 60 payments into the unsecured creditors pool. The Class 6 creditors are impaired. * Class 7 (Current Owners) are not impaired under the Plan. The current owners will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Reorganized Lilly Project. From and after the Effective Date, the Debtors will continue to exist as Reorganized Debtors. By reducing the Debtors' monthly obligations to creditors to the Reorganized Debtors' Disposable Income, the Reorganized Debtors will have sufficient cash to maintain operations and will allow the Reorganized Debtors to successfully operate following the Effective Date of the Plan. A full-text copy of the First Amended Plan of Reorganization dated September 13, 2021, is available at https://bit.ly/3nEsuC0 from PacerMonitor.com at no charge. Attorney for Debtors: Brandon J. Tittle Texas Bar No. 24090436 TITTLE LAW GROUP, PLLC 5550 Granite Pkwy, Suite 220 Plano, Texas 75024 Telephone: 972.987.5094 Email: btittle@tittlelawgroup.com About Kingsley Clinic and Lilly Project The Kingsley Clinic, PLLC is a virtual, urgent care clinic with three doctors that welcomes pediatric, adult and geriatric patients. Their board-certified doctors see and treat patients with both new symptoms and chronic medical conditions. They also refill medication prescriptions. The Lilly Project, Inc. is a software platform for urgent care centers that acts as a clinical assistant. On June 12, 2021, the Debtors each commenced a case by filing a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 21-31100). In the petition signed by James Kingsley, M.D., founder and chief executive officer, the Debtors disclosed up to $50,000 in assets and up to $500,000 in liabilities. Brandon J. Tittle and Matthew E. Furse at Glast Phillips & Murray, P.C., are serving as the Debtors' legal counsel. KUMTOR GOLD: Court Denies Kyrgyz Sanctions in Case -------------------------------------------------- Jeremy Hill of Bloomberg News reports that U.S. Bankruptcy Judge Lisa Beckerman declined to impose $1 million-per-day sanctions against the Kyrgyz government, blocking a request from Kumtor Gold Company CJSC. Lawyers for Kumtor, a subsidiary of Canada's Centerra Gold Inc. that saw its prized Kyrgyz gold mine seized this 2021, alleged that the country's government has continuously and repeatedly violated the automatic stay imposed by the company's bankruptcy filing. Kumtor asked Judge Beckerman to force the Kyrgyz government to pay $1 million for each day it continues violating the automatic stay via new legislation aimed at the mine, the extension of the government's control of the mine. About Kumtor Gold Inc. Centerra Gold Inc. is a Canadian mining company that owns and operates the Kumtor Gold Mine in the Kyrgyz Republic. Centerra placed subsidiaries, Kumtor Gold Co and Kumtor Operating Co., into Chapter 11 bankruptcy in the U.S. following nationalization of the miner's Kumtor gold mine by the Kyrgyz Republic, a former Soviet republic. Kumtor Gold Company CSJC and Kumtor Operating Company CSJC sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 21-11051 to 21-11052) on May 31, 2021. Kumtor Gold was estimated to have $1 billion to $10 billion in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Lisa G. Beckerman is the case judge. SULLIVAN & CROMWELL LLP, led by James L. Bromley, is the Debtor's counsel. STIKEMAN ELLIOT LLP is the co-counsel. LA DHILLON: Unsecureds to Recover 100% in Onyx Sale Plan -------------------------------------------------------- La Dhillon Investments, LLC, submitted a Third Immaterially Modified Second Amended Plan of Reorganization. The Plan proposes to pay creditors of La Dhillon Investments from the sale of the Debtor's hotel and the assignment of its Radisson Country Inn & Suites franchise agreement and related executory contracts to the purchaser for $3,005,000. The Plan and Disclosure Statement identify the purchaser as Onyx Hospitality, LLC, or in the event that party fails to close the transaction, Sukhpreet Singh and Tony Dassan, or their designee, which will likely be organized as Diamond Hospitality, LLC, under the laws of the State of Louisiana. Under the Plan, Class 3 General unsecured claims totaling $195,346.89. General unsecured claims will be satisfied in full from the proceeds of the sale of the hotel after all administrative expense and priority tax claims are paid. The estimated Class 3 recovery is 100%. Class 3 is unimpaired. Class 4 is comprised of the unsecured non-debtor affiliate claim of Devinder Singh totaling $1,666,493. As to the claims held by Devinder Singh or members of his family, classified as unsecured non-debtor affiliate claims, these claims will share pro-rata in any excess proceeds from the sale of the Debtor's hotel, after all other claims are paid in full. The Debtor will assume its franchise agreement with Radisson Hotels International, Inc., and its executory contract with Oracle America, Inc. These contracts will thereafter be assigned to the purchaser of the Debtor’s hotel. Cure amounts to Radisson (in the approximate amount of $244,361.30) and Oracle ($21,840.00) will be paid from the proceeds of the closing of the sale to the Purchase Attorneys for the Debtor: Bradley L. Drell Heather M. Mathews GOLD, WEEMS, BRUSER, SUES & RUNDELL P. O. Box 6118 Alexandria, LA 71307-6118 T: (318) 445-6471 F: (318) 445-6476 Email: bdrell@goldweems.com A copy of the Disclosure Statement dated September 8, 2021, is available at https://bit.ly/2VvU1db from PacerMonitor.com. About La Dhillon Investments La Dhillon Investments, LLC, based in Ruston, LA, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 20-30840) on Sept. 14, 2020. In the petition signed by Devinder Singh, owner, the Debtor was estimated to have $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. John S. Hodge presides over the case. Gold Weems Bruser Sues & Rundell, serves as bankruptcy counsel to the Debtor. LBD PLLC: Court Approves Disclosure Statement --------------------------------------------- Judge Brian F. Kenney has entered an order approving the Third Amended Disclosure Statement of LBD, PLLC. The Court will hold a hearing on Confirmation of Debtor's Plan of Reorganization on Tuesday, October 19, 2021, at 1:30 p.m. Any objections to confirmation of the Debtor's Plan of Reorganization must be filed and served on the Debtor, no later than October 12, 2021. Ballots accepting or rejecting the Debtor's Plan of Reorganization must be delivered to the Debtor's Counsel no later than October 12, 2021. The Debtor shall file a summary of ballots showing, by class, the number and dollar amount of ballots accepting or rejecting the Plan of Reorganization, no later than October 18, 2021 at 5:00 p.m. The U.S. Trustee's Motion to Dismiss or Convert to Chapter 7 is continued to Tuesday, October 19, 2021 at 1:30 p.m. The Debtor shall distribute its Chapter 11 Plan of Reorganization by September 14, 2021. Counsel for the Debtor: Jeffery T. Martin, Jr., Esquire 601 13th Street NW Suite 900 South Washington, DC 20002 About LBD PLLC LBD, PLLC -- https://www.dipietropllc.com/ -- is a law firm specializing in divorce, family law, estate planning and business law. The firm has offices throughout Northern Virginia, Maryland and the Washington D.C. Metro areas. LBD filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 20-10414) on Feb. 9, 2020. In the petition signed by Joseph J. DiPietro, member and manager, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Jeffery T. Martin, Jr., Esq. at Henry & O'Donnell, P.C., is the Debtor's legal counsel. LEWISBERRY PARTNERS: Unsecureds to Be Paid Over 1-Year Period ------------------------------------------------------------- Lewisberry Partners LLC submitted a First Amended Disclosure Statement. General unsecured creditors are classified in Class 2, are eligible to receive a pro rata percentage of their allowed claims, to be distributed pursuant to this Plan. On June 26, 2019, the Debtor acquired 30 improved townhomes located in Lewisberry, York County, Pennsylvania in the community commonly known as Glenbrook Townhomes at Pleasant View. Each of the Lewisberry Properties is a residential dwelling which the Debtor leases to residential tenants. In addition to leasing the residential dwellings through a management company, the Debtor has also offered certain of the Lewisberry Properties for sale in the ordinary course of its business. Under the Plan, Class 2 General Unsecured Creditors Claims totaling $101,592.05. Once administrative expense claims are paid in full, Debtor will make quarterly payments to Class 2 on a pro rata basis over a one-year period commencing in the fourth quarter of 2021, and each subsequent quarter as Plan funding becomes available. Class 2 is impaired. Payments and distributions under the Plan will be funded from sales, refinance, operations, litigation recoveries, collections, and new value contribution. Counsel for the Debtor: Michael D. Vagnoni, Esquire Edmond M. George, Esquire OBERMAYER REBMANN MAXWELL &HIPPEL LLP Centre Square West 1500 Market Street, Suite 3400 Philadelphia, PA 19102 Telephone: 215.665.3140 Facsimile: 215.665.3165 Edmond.george@obermayer.com A copy of the Disclosure Statement dated September 8, 2021, is available at https://bit.ly/3jXVbHC from PacerMonitor.com. About Lewisberry Partners LLC Lewisberry Partners, LLC, a Phoenixville, Pa.-based company engaged in renting and leasing real estate properties, sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 21-10327) on Feb. 9, 2021, listing as much as $10 million in both assets and liabilities. Judge Eric L. Frank oversees the case. Edmond M. George, Esq., at Obermayer Rebmann Maxwell & Hippel, LLP, is the Debtor's legal counsel. LIMETREE BAY: Bidders May Need Costly New EPA Refinery Permit ------------------------------------------------------------- Steven Church, writing for Bloomberg News, reports that Limetree Bay Refining, the bankrupt U.S. Virgin Islands energy complex that shut down after raining oil on tourist-dependent St. Croix, may need a new permit to restart, which would drive up the cost of buying the refinery out of bankruptcy, a lawyer for federal regulators said during a court hearing Wednesday, September 15, 2021. The U.S. Environmental Protection Agency hasn't yet made key decisions about the fate of the complex, Assistant U.S. Attorney Richard A. Kincheloe told the judge in Houston overseeing Limetree's bankruptcy. Investors poured more than $4 billion into revamping the refinery before it was shut down. About Limetree Bay Limetree Bay Energy is a large-scale energy complex strategically located in St. Croix, U.S. Virgin Islands. The complex consists of Limetree Bay Refining, a refinery with peak processing capacity of 650 thousand barrels of petroleum feedstock per day, and Limetree Bay Terminal, a 34-million-barrel crude and petroleum products storage and marine terminal facility serving the refinery and third-party customers. Limetree Bay Refining, LLC, restarted operations in February 2021, and is capable of processing around 200,000 barrels per day. Key restart work at the site began in 2018, including the 62,000 barrels per day modern, delayed Coker unit, extensive desulfurization capacity, and a reformer unit to produce clean, low-sulfur transportation fuels. The restart project provided much needed economic development in the U.S.V.I. and created more than 4,000 construction jobs at its peak. Limetree Bay Refining, LLC and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is In re Limetree Bay Services, LLC (Bankr. S.D. Texas Case No. 21-32351). Limetree Bay Terminals, LLC did not file for bankruptcy. In the petitions signed by Mark Shapiro, chief restructuring officer, Limetree Bay Services disclosed up to $10 million in assets and up to $50,000 in liabilities. Limetree Bay Refining, LLC, estimated up to $10 billion in assets and up to $1 billion in liabilities. The Debtors tapped Baker Hostetler as legal counsel and B. Riley Financial Inc. as restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases on July 26, 2021. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. 405 Sentinel, LLC, serves as administrative and collateral agent for the DIP lenders. LONESTAR II GENERATION: Moody's Affirms B1 on $367MM Secured Loans ------------------------------------------------------------------ Moody's Investors Service has affirmed the B1 ratings assigned to Lonestar II Generation Holdings LLC's senior secured debt. The affected debt includes the $310 gtd senior secured term loan B due 2026, the $37.2 million gtd senior secured term loan C due 2026 and the $20 million gtd revolving credit facility due 2024. Moody's has changed the outlook to stable from negative. RATINGS RATIONALE The affirmation of the B1 ratings and stabilization of the outlook reflects Lonestar II's solid performance during the first half of 2021 with $20 million of excess cash flow generation applied to debt reduction thanks to cash flow generation following the February 2021 winter storm. The rating action also reflects Lonestar II's improved liquidity profile and Moody's expectation that higher average monthly spot prices in ERCOT this year should support strong credit metrics in 2021 and could result in the issuer making a voluntary prepayment under the term loan in the next few months. The cash flow sweep only applies annually after June 30 of each year. Credit metrics for the last twelve months period ending June 30, 2021 are above expectations for the B1 rating with CFO/debt of 25%, debt service coverage ratio (DSCR) of 2.2x, and debt/EBITDA of 2.8x. This is a significant improvement from 2020 credit metrics of 6.2x debt/EBITDA, DSCR of 0.4x and CFO/debt of -3.3%, but also demonstrates the high degree of cash flow volatility, a factor in the B1 rating category assessment. Prospectively, Lonestar II's performance remains exposed to the volatility of power prices in ERCOT and seasonality of cash flows with most cash usually generated during the summer months of the third quarter while other quarters have often been cash flow negative. In that regard, the degree of volatility coupled with regulatory uncertainty in ERCOT constrain its credit profile. Hedges for around 100% of Bastrop's and 24% of Twin Oak's gross margin for the remainder of 2021 mitigate the reliance on on-peak and scarcity pricing. Moody's expects that Lonestar II will continue to hedge around 50% of capacity of these assets in future as well. Other credit factors include (1) the solid operating track record of the assets; (2) the track record of Blackstone and Kindle Energy LLC in managing the portfolio; (3) adequate liquidity; (4) environmental risks associated with the Twin Oaks coal plant; (5) typical project finance features of the transaction and (6) slower than expected debt repayment. STRUCTURAL FEATURES As of June 30, 2021, Lonestar II had around $322 million in total debt outstanding on balance sheet. Lenders benefit from a first lien pledge on all material assets (including the coal mine), a 6-month debt service reserve fund, and a 100% cash flow sweep with no step downs. The term loan B and C do not include a maintenance financial covenant but the $20 million 5-year revolving credit facility includes a springing 1.05x DSCR financial maintenance covenant if cash borrowings exceed 35% of the total revolving credit facility. As of June 30, 2021, the revolving credit facility was fully available. RATING OUTLOOK The stable outlook reflects Moody's expectation that Lonestar II will generate DSCR above 1.75x and CFO/debt above 7.5% through the cycle with likely stronger credit metrics in 2021 thanks to material excess cash flow generation during the February 2021 winter storm in Texas. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FACTORS THAT COULD LEAD TO AN UPGRADE Hedging strategy that provides excess cash flow generation to debt reduction with adjusted debt/EBITDA below 5.0x , DSCR above 2.0x, and CFO/debt of at least 15% FACTORS THAT COULD LEAD TO A DOWNGRADE DSCR below 1.75x on a sustained basis CFO/debt below 7.5% on a sustained basis Major operational issues at any of the three assets No visibility for debt reduction from excess cash flow generation PROFILE Lonestar II Generation Holdings LLC owns a portfolio of three generating assets in Electric Reliability Council of Texas, Inc. (ERCOT) with a combined capacity of 1,108 megawatts (MW). The principal methodology used in these ratings was Power Generation Projects Methodology published in June 2021. LORNA JANE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Lorna Jane USA, Inc. 1475 W. 139th St. Gardena, CA 90249 Business Description: Lorna Jane USA, Inc. is part of the clothing stores industry. Chapter 11 Petition Date: September 16, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-17267 Judge: Hon. Neil W. Bason Debtor's Counsel: Richard H. Golubow, Esq. WINTHROP GOLUBOW HOLLANDER, LLP 1301 Dove Street, Suite 500 Newport Beach, CA 92660 Tel: 949-720-4100 Fax: 949-720-4111 E-mail: rgolubow@wghlawyers.com Total Assets: $6,784,662 Total Liabilities: $48,645,663 The petition was signed by Richard Munro, chief restructuring officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NENQ4HI/Lorna_Jane_USA_Inc__cacbke-21-17267__0001.0.pdf?mcid=tGE4TAMA LTPB LLC: Seeks to Hire Weinstein & St. Germain as Legal Counsel ---------------------------------------------------------------- LTPB, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Weinstein & St. Germain, LLC to serve as legal counsel in its Chapter 11 case. The Debtor needs the firm's legal advice with respect to its powers and duties in the continued operation of its business and management of its property, and other legal services necessary to administer the case. The firm charges $350 per hour for the services of its attorneys and $125 per hour for paralegal services. As disclosed in court filings, Weinstein & St. Germain does not represent interests adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Tom St. Germain, Esq. Weinstein & St. Germain, LLC 103 W University Ave Lafayette, LA 70506 Phone: +1 337-235-4001 About LTPB LLC Lafayette, La.-based LTPB, LLC filed its voluntary petition for Chapter 11 protection (Bankr. W.D. La. Case No. 21-50561) on Sept. 10, 2021, disclosing $3 million in assets and $5.28 million in liabilities. Jeffery Speer, a member of LTPB, signed the petition. Judge John W. Kolwe oversees the case. Tom St. Germain, Esq., at Weinstein & St. Germain, LLC represents the Debtor as legal counsel. LW RETAIL: Wins Cash Collateral Access Thru Oct 28 -------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York has authorized LW Retail Associates LLC to use cash collateral on an interim basis in accordance with the budget, in the ordinary course of business through and including October 28, 2021. National Bank of New York City (NBNYC) and Loft Space Condominium have asserted perfected security interests in the cash collateral. On October 2, 2015, the Debtor entered into an Amended and Restated Mortgage Note with NBNYC pursuant to which, NBNYC extended credit to the Debtor in the amount of $6,250,000 at a variable interest rate of 3.5% with monthly payments in the amount of $28,247, said payments having been established using a 30-year amortization schedule, with a maturity date of November 1, 2020. The current unpaid balance is approximately $5,612,949.21. While the Note expired by its own terms, NBNYC extended the Note's term for an additional 12 months; the new maturity date is November 1, 2021. To secure the Debtor's obligations under the Note, on October 2, 2015, the Debtor and NBNYC entered into an Agreement of Assumption of Note and Mortgage Consolidation of Notes and Mortgages and Modification of the Consolidated Mortgage which grants NBNYC a mortgage and security interest in the Debtor's assets, as defined more fully therein. The Debtor states the grant of security to NBNYC pursuant to the Note was perfected by virtue of the filing of a UCC-1 financing statement which was filed on October 5, 2015. Also to secure the Debtor's obligations under the Note, on October 2, 2015, the Debtor and NBNYC entered into an Assignment of Leases and Rents pursuant to which the Debtor assigned to NBNYC its rights in all existing and future leases, rents, claims arising from any rejection of any lease in bankruptcy, lease guaranties, proceeds from the sale of the foregoing. As of the Petition Date, the Board of Managers of Loft Space Condominium filed certain Assessment Liens on the Debtor's four commercial condominium units, pursuant to which the Board has asserted additional disputed assessments against the Debtor. The Debtor acknowledges that NBNYC has a lien and security interest in the Collateral by virtue of the filing of its UCC-1 financing statement. The Debtor, however, disputes the Board's lien in all regards and disputes that the Board has any interest in the Cash Collateral. As adequate protection for the Debtor's use of cash collateral, NBNYC and the Board are granted replacement liens in all of the Debtor's assets and proceeds (to the extent it is later determined that the Board has an interest in the Cash Collateral) in the amount of Collateral Diminution, in the continuing order of priority of its pre-petition lien, to the extent that such prior liens were valid, perfected and enforceable as of the Petition Date. The replacement liens are subject to (i) the claims of Chapter 11 professionals duly retained in the Chapter 11 case to the extent awarded; (ii) United States Trustee fees and any clerk's filing fees; and (iii) the fees and commissions of a hypothetical Chapter 7 trustee for up to $10,000. As further adequate protection, the Debtor will make monthly adequate protection payments to NBNYC in the amount provided for in the underlying loan documents, at the non-default contract rate of interest, plus such additional amounts authorized for the payment of post-petition real estate taxes, which payments shall be applied to NBNYC's allowed secured claim, and to the Debtor's postpetition real estate tax obligations, as applicable. The Debtor will make monthly adequate protection payments to the New York City Department of Tax and Finance's (NYCDTF) for $1,285 per month and such payment in satisfaction of Section 362(d)(3)(B) of the Bankruptcy Code. A copy of the order is available for free at https://bit.ly/3lwqh8S from PacerMonitor.com. A further interim hearing on the matter is scheduled for October 28 at 10:30 a.m. About LW Retail Associates Brooklyn, N.Y.-based LW Retail Associates, LLC owns a fee-simple interest in four condominium units in New York, valued by the company at $12.20 million in the aggregate. LW Retail Associates filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-45189) on Oct. 5, 2017. In the petition signed by Louis Greco, manager, the Debtor disclosed $12.64 million in assets and $6.25 million in liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor tapped DelBello Donnellan Weingarten Wise & Wiederkehr, LLP as bankruptcy counsel, and Goldberg Weprin Finkel Goldstein LLP and Sills Cummis & Gross P.C. as special counsel. MACHINE TECH: Unsec. Creditors Will Get 5% of Claims in 60 Months ----------------------------------------------------------------- Machine Tech, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Georgia a Disclosure Statement regarding Plan of Reorganization dated Sept. 13, 2021. The Debtor operates a manufacturing business in Adel, Georgia. The schedules reflect the following real estate owned valued at $225,000 and personal property valued at $239,905.00. Liabilities totaled $3,359,193. The Debtor has structured a plan to provide for retention of assets and restructuring of debts. The Debtor believes that this result will be more advantageous than a liquidation under Chapter 7. The plan also provides for creditor participation in the process. Class 4 consists of the secured claims, if any and to the extent allowed, held by Trust Bank. The plan provides that Class 4 claims shall retain any liens as to the collateral, to the extent allowed, and shall be paid an allowed secured claim of $523,374.58 reduced by 1) adequate protection payments made in course of chapter 11 case and 2) the net sale proceeds of the sale of Debtor's warehouse authorized by this Court by order dated September 2, 2020 in equal monthly amortized installments of principal and interest with interest calculated at 4.5% per annum. The amortization shall be over a period of 240 months. Class 5 consists of the secured claims, if any and to the extent allowed, held by Citizens Bank. The plan provides that Class 5 claims shall retain any liens as to the collateral, to the extent allowed, and shall be paid an allowed secured claim of $5,000.00 in equal monthly amortized installments of principal and interest with interest calculated at 4.5% per annum. The amortization shall be over a period of 60 months. Class 6 consists of the secured claims, if any and to the extent allowed, held by Commercial Finance of Atlanta, Inc. The plan provides that Class 6 claims shall retain any liens as to the collateral, to the extent allowed, and shall be paid an allowed secured claim of $10,000 in equal monthly amortized installments of principal and interest with interest calculated at 4.5% per annum. The amortization shall be over a period of 60 months. Class 7 consists of general unsecured creditors. These claims, to the extent determined to be allowed secured claims, will be paid 5% of the allowed amount of each claim in 60 equal monthly payments without interest. Debtor believes that these claims are approximately $2,626,498. Based on this amount, monthly payments will be $2,188.75 per month. Class 8 consists of the Debtor's equity interest. All interests will be retained. The Debtor is, at this time, unaware of any bankruptcy recovery actions to be pursued, although all such claims are reserved by the Debtor pending further investigation. Money received from the liquidation of assets and income will be distributed pursuant to the plan. A full-text copy of the Disclosure Statement dated September 13, 2021, is available at https://bit.ly/2VQglyo from PacerMonitor.com at no charge. Attorney for Debtor: Wesley J. Boyer, Esq. BOYER TERRY LLC 348 Cotton Avenue, Suite 200 Macon, Georgia 31201 Tel: (478) 742-6481 E-mail: Wes@BoyerTerry.com About Machine Tech Machine Tech, Inc., based in Adel, GA, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 19-71340) on Nov. 1, 2019. In the petition signed by Joseph A. Bell, president, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Wesley J. Boyer, Esq., at Boyer Terry LLC, serves as bankruptcy counsel. MAINSTREET PIER: Seeks to Hire Kutner Brinen as Legal Counsel ------------------------------------------------------------- Mainstreet Pier, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Kutner Brinen Dickey Riley, P.C. to handle its Chapter 11 case. The firm's services include: (a) providing the Debtor with legal advice with respect to its powers and duties; (b) assisting the Debtor in the development of a plan of reorganization; (c) filing legal documents, reports and actions that may be required in the continued administration of the Debtor's property; (d) taking necessary actions to enjoin and stay until a final decree the continuation of pending proceedings and to enjoin and stay until a final decree the commencement of lien foreclosure proceedings and all matters as may be provided under Section 362 of the Bankruptcy Code; and (e) performing all other necessary legal services. The firm's hourly rates are as follows: Jeffrey S. Brinen $500 per hour Jenny Fujii $410 per hour Jonathan M. Dickey $350 per hour Keri L. Riley $350 per hour Paralegal $100 per hour Kutner received a retainer of $30,000. As disclosed in court filings, Kutner does not represent interests adverse to the Debtor's bankruptcy estate. The firm can be reached through: Jonathan M. Dickey, Esq. Kutner Brinen Dickey Riley, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: 303-832-2400 Email: jmd@kutnerlaw.com About Mainstreet Pier LLC Mainstreet Pier, LLC, a Parker, Colo.-based company doing business in the hotel and motel industry, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-14682) on Sept. 10, 2021. The petition was signed by Rick Hill as manager. At the time of the filing, the Debtor listed as much as $50,000 in assets and as much as $50 million in liabilities. Judge Elizabeth E. Brown presides over the case. Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley, P.C. represents the Debtor as legal counsel. MALLINCKRODT PLC: Files NOAT II Trust Distribution Procedures ------------------------------------------------------------- Mallinckrodt PLC and affiliated debtors have filed with the U.S. Bankruptcy Court for the District of Delaware, as supplement to their Joint Plan of Reorganization, a copy of the National Opioid Abatement Trust (NOAT) II Distribution Procedures. The Debtors disclosed that the Multi-State Governmental Entities Group (the MSGE Group) does not agree with the form of the NOAT II Distribution Procedures and reserved its rights with respect thereto. The NOAT II Distribution Procedures cover the allocation of the Non-Federal Governmental Opioid Claims Share of the MDT II Consideration that will be received by the NOAT II under the Debtors' Plan on account of Class 8(a) State Opioid Claims and Class 8(b) Non-State Governmental Opioid Claims. A copy of the NOAT II Distribution Procedures, as filed with the accompanying notice, is available at https://bit.ly/2X6b8CT from Prime Clerk, claims agent, at no charge. About Mallinckrodt PLC Mallinckrodt is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Visit http://www.mallinckrodt.com/ On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC is the claims agent. The official committee of unsecured creditors retained Cooley LLP as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon Advisers LLC as its financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as Delaware co-counsel, Province Inc. as financial advisor, and Jefferies LLC as investment banker. The Debtors filed their plan of reorganization and disclosure statement on April 20, 2021. MARAVAI TOPCO: S&P Upgrades ICR to 'B+' on Improving Performance ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Maravai Topco Holdings LLC to 'B+' from 'B' and its issue-level rating on its first-lien senior secured debt to 'B+' from 'B'. S&P's '3' recovery rating on the first-lien debt remains unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in a hypothetical default scenario. S&P said, "The stable outlook reflects our view that steady demand for the company's products, highlighted by its CleanCap analogs, will increase its sales to about $740 million in 2021. The outlook also reflects our expectation that the continued improvement in Maravai's EBITDA will enable it to maintain leverage of firmly below 5x despite our forecast that its financial sponsor will use its increasing debt capacity for moderate-size acquisitions and, possibly, dividend distributions." The company's CleanCap sales continue to benefit from the development and production of COVID-19 vaccines, which enabled it to almost triple its revenue and improve its S&P Global Ratings-adjusted leverage below 2x as of June 30, 2021. Maravai has significantly improved its leverage to less than 2x currently, which is down from about 4x in 2020 and about 8x in 2018 and 2019. The use of its CleanCap analogs in the research and development (R&D) of mRNA vaccines provides greater efficiency and lower costs than existing methods. CleanCap has been used by over 500 customers as a stand-alone reagent and has been incorporated into the development programs for immunizations against COVID-19, as well as other research and pre-clinical work. Because of the elevated demand amid the pandemic, the company reported a 200% increase in its revenue for the 12 months ended June 30, 2021. S&P said, "Maravai also significantly increased its S&P Global Ratings-adjusted EBITDA to about $145 million in 2020 and we forecast it will further improve its EBITDA to at least $400 million in 2021. We believe the nucleic acid production facility that the company built in San Diego in 2019 will provide it sufficient capacity to meet the demand for its CleanCap product. Management also intends to spend an additional $25 million to build two more facilities to further expand its capacity." S&P said, "We expect the company to maintain leverage of less than 5x as continued significant EBITDA growth leads to strong cash flow generation and provides it with ample capacity for acquisitions. Although the recent reduction in its leverage stemmed from the strong demand for its CleanCap products, we don't expect Maravai to maintain leverage of less than 2x over the long term. The company's financial sponsor, GTCR, continues to control the majority of its voting power (about 70%) and we believe the sponsor will likely prioritize business development activities over permanent debt reduction. We expect the company to undertake moderate-size acquisitions and, potentially, dividend distributions, which will increase its leverage over time. We also believe there is significant uncertainty around the sustainability of the COVID-19 related demand for CleanCap beyond 2022. At the same time, we project Maravai's leverage will stay firmly below 5x over the long term because the demand for CleanCap will remain strong in 2021-2022 and help it generate significant cash flows, providing it with ample capacity for acquisitions and dividends. "While the appearance of coronavirus variants and the potential need for vaccine booster shots will likely continue to support the demand for Maravai's CleanCap product in 2022, we believe its portfolio is well-positioned for growth even if the demand for CleanCap tapers off. Although mRNA technology is still new and the company's pandemic-driven demand may eventually taper off in 2023, we believe its product portfolio is well-positioned to continue to support a double-digit percent revenue expansion in its non-COVID-19 related businesses catering to the fast-growing cell and gene therapy, vaccine, and biologics markets." The company has also commercially launched plasmid products and is offering new biologic safety testing kits, which will provide it with additional organic growth opportunities. The company's narrow focus in a few highly competitive and fragmented niches in the life sciences industry remains a key risk. Despite Maravai's rapid revenue expansion, it continues to have only a niche position in the estimated $6 billion reagents end market (after the expected divestiture of its protein detection segment in the second half of 2021). In addition, it competes against significantly larger and well-capitalized players, such as Thermo Fisher Scientific Inc., Danaher Corp., and Charles River Laboratories Inc. Thermo Fisher Scientific is the largest oligonucleotide manufacturer in the U.S. Integrated DNA Technologies, which Danaher acquired in April 2018, is also a major player. Furthermore, some of Maravai's largest customers also serve as its distributors or compete with it in certain product categories. While the company has maintained long-term relationships with many of these customers, S&P does not believe they would face significant barriers if they chose to in-source the manufacturing process. Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety S&P said, "The stable outlook on Maravai reflects our view that it will further expand its revenue to about $740 million in 2021 supported by the demand for its CleanCap product. The outlook also reflects our expectation that the company's continued EBITDA expansion will enable it to maintain leverage of firmly below 5x despite our projection its financial sponsor will use its increasing debt capacity to fund moderate-size acquisitions and, possibly, dividend distributions. "We could consider upgrading Maravai if it reduces its reliance on the CleanCap revenue from one large customer by adding more products, customers, or vaccine programs while sustaining S&P Global Ratings-adjusted leverage of 4x or below. "We could consider downgrading Maravai if it suffers from product safety concerns or experiences reputational damage such that its performance deteriorates and its S&P Global Ratings-adjusted leverage remains above 5x for an extended period." MARVEL INVESTMENTS: All Claims to Be Paid in Full in Plan --------------------------------------------------------- Marvel Investments, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a Combined Plan of Reorganization and Disclosure Statement dated September 13, 2021. The Debtor invests in a single-family residential house located at 2606 Northridge in Garland, Texas (the "Property"). Angelos Kolobotos, the Debtor's sole member, resides at the Property. Mr. Kolobotos's revenue has declined due to the COVID-19 virus, which caused him to be unable to fund the Debtor to allow it to meet its pre-Petition date obligations. This Plan is provided pursuant to the Bankruptcy Code to all the Debtor's known creditors and other parties in interest. Under the Plan the Debtor will cure all defaults of its obligations to the secured creditor holding a lien against the Debtor's real property and resume paying those obligations as agreed under its prepetition loan agreements. The Debtor will also pay all secured tax claims in full when they become due. Under this Plan all Claims will be paid in full. The Debtor will cure all existing monetary and non-monetary defaults on its obligations to the Hollidays and pay 100% of its remaining obligations to the Hollidays according to the terms of its pre Petition Date loan agreements. The Debtor will pay all property tax Claims in full when they become due in January 2022. The Plan will treat claims as follows: * Class 1 consists of the Allowed Secured Claim of Garland ISD. This Claim shall be paid in cash and in full no later than January 31, 2022. * Class 2 consists of the Allowed Secured Claim of Dallas County. This Claim shall be paid in cash and in full no later than January 31, 2022. * Class 3 consists of the Allowed Secured Claim of Garland ISD. This Claim shall be paid in cash and in full no later than January 31, 2022. * Class 4 consists of the Allowed Secured Claim of Thomas and Dianne Holliday. On the Effective Date the Debtor will pay in cash all amounts necessary to cure all existing monetary defaults owed to the Hollidays, and will also cure any non-monetary defaults and obtain full insurance coverage on the Property to the extent it has not been previously obtained. The Debtor believes the monetary defaults as of the Petition Date are $11,192, based on the proof of claim filed by the Hollidays, and that the post-Petition Date amounts due are approximately $10,000, for a total payment $21,192 to be paid on the Effective Date. The Court may determine the exact amount due. As of the Effective Date the Debtor's obligations shall be deemed reinstated according to its Pre-Petition Date agreements with the Hollidays, and the Debtor shall resume normal monthly payments of principal and interest under those agreements beginning on the first day of the first month following the Effective Date and continuing on the first day of each month thereafter until the Class 4 Claim is paid in full. * Class 5 consists of Allowed Equity Interest Holders. All Equity Interests shall be retained. The Debtor intends to make all payments required under the Plan from cash contributed by Angelos Kolobotos. The source of such cash shall be Mr. Kolobotos' income from his various business operations, including rental income from several investment properties located in the Dallas area. The Debtor believes that the Plan is feasible because Mr. Kolobotos' income from his business operations have improved over the last several months as the economy recovers from the pandemic. Mr. Kolobotos anticipates being able to contribute the case necessary to fund the Plan. A full-text copy of the Combined Plan and Disclosure Statement dated September 13, 2021, is available at https://bit.ly/3Ac1Svs from PacerMonitor.com at no charge. The Debtor is represented by: Steven E. Clark Matthew J. Altick Clark Firm, PLLC 5445 La Sierra Drive, #415 Dallas, Texas 75231 Tel: (214) 890-4066 Fax: (214) 853-5458 E-mail: sclark@dfwlaborlaw.com maltick@dfwlaborlaw.com About Marvel Investments Marvel Investments, LLC invests in a single-family residential house located at 2606 Northridge in Garland, Texas (the "Property"). It filed a Chapter 11 bankruptcy petition (Bankr. N.D. Texas Case No. 21-30625) on April 5, 2021, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Freeman Law, PLLC. MASTER TECH: Court OKs Interim Access to Cash Collateral -------------------------------------------------------- Judge Edward L. Morris of the U.S. Bankruptcy Court for the Northern District of Texas authorized Master Tech Service Corp. to enter into all agreements necessary to allow the Debtor's use of cash collateral, pursuant to the budget, through the final hearing on the cash collateral motion. The budget provided for $233,981 to cover for expenses to be incurred for a month and $105,105 for a period of two weeks. Secured lender, Home Trust Bank, is granted valid and perfected postpetition liens co-extensive with it prepetition lien in all of the Debtor's assets. The Secured Lender is also granted automatically perfected replacement liens and security interests co-extensive with its prepetition liens, as adequate protection for the diminution in the value of its interest. A copy of the interim order is available for free at https://bit.ly/395rLRB from PacerMonitor.com. The final hearing is scheduled on September 21, 2021 at 1:30 p.m. and parties may attend in person or via WebEx Video Conference. Objections are due by 4 p.m. on September 17. About Master Tech Service Corp. Master Tech Service Corp. is a full-service mechanical contractor offering residential and commercial companies quality air conditioning and heating unit installation and repair and full plumbing repairs and services located in Dallas, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 21-42102) on September 1, 2021. In the petition filed by Matthew P. Ecof, president and chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel. MCK USA 1: Seeks to Hire Pollan Legal as Bankruptcy Counsel ----------------------------------------------------------- MCK USA 1, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Pollan Legal to serve as legal counsel in its Chapter 11 case. The firm's services include: a. giving advice to the Debtor with respect to its powers and duties under the Bankruptcy Code and the continued management of its business operations; b. advising the Debtor with respect to its responsibilities in complying with the U.S. trustee's operating guidelines and reporting requirements and with the rules of the court; c. preparing legal documents; d. protecting the interest of the Debtor in all matters pending before the court; e. representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. As disclosed in court filings, Pollan Legal is disinterested as required by Section 327(a) of the Bankruptcy Code. The firm can be reached through: Adina Pollan, Esq. Pollan Legal 1301 Riverplace Blvd., Suite 800 Jacksonville, FL 32207 Tel: 904-475-2187 Email: apollan@pollanlegal.com About MCK USA 1 LLC MCK USA 1, LLC, a Miami, Fla.-based company engaged in renting and leasing real estate properties, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 21-18197) on Aug. 24, 2021. The petition was signed by Mario Peixoto as owner. At the time of the filing, the Debtor disclosed $2 million in assets and $2.29 million in liabilities. Judge Robert A. Mark presides over the case. Adina Pollan, Esq., at Pollan Legal serves as the Debtor's legal counsel. MECHANICAL TECHNOLOGIES: October 26 Plan Confirmation Hearing Set ----------------------------------------------------------------- On Aug. 19, 2021, debtor Mechanical Technologies, d/b/a Alpine Air, submitted a First Amended Disclosure Statement and First Amended Plan of Reorganization. On September 13, 2021, Judge Natalie M. Cox ordered that: * The First Amended Disclosure Statement is approved as amended to include the following language which the Debtor shall incorporate into a Debtor's Second Amended Disclosure Statement and Second Amended Plan of Reorganization when describing the effect of the Settling Parties' Settlement Agreement on the Class 3 Equity Interests of the Debtor: "Michael Donovan releases and relinquishes any interest that he may have ever held as a shareholder, owner, and/or any interest that he may have ever held in the Debtor, Ranger, MTech NE, LLC, MTech LLC and Corporate Charters, Inc., effective December 31, 2019, such that Internal Revenue Service tax returns filed by the Debtor and these entities shall reflect John Donovan as owning 100% of the ownership interests of these entities on January 1, 2020." * October 12, 2021 is fixed as the last day for serving written ballots accepting or rejecting the First Amended Plan of Reorganization, as may be amended. * October 26, 2021, at 9:30 a.m. is fixed for the hearing on confirmation request of the Plan, as may be amended. * October 12, 2021 is fixed as the last day for filing and serving written objections/oppositions to confirmation of the Plan. * October 19, 2021 is fixed as the last day for filing and serving written replies to any such objections/oppositions. A copy of the order dated September 13, 2021, is available https://bit.ly/3nFPLDl from PacerMonitor.com at no charge. Counsel for the Debtor: Stephen R. Harris, Esq. Harris Law Practice LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Telephone: (775)786-7600 Email: steve@harrislawreno.com About Mechanical Technologies Mechanical Technologies d/b/a Alpine Air -- http://alpineheatingandair.com/-- specializes in offering single-source contracting for all residential and commercial design/build needs. The Company services and installs residential heating and air conditioners. Alpine Air has designed, installed, and serviced projects including computer rooms, environmental chambers, manufacturing facilities, biotech laboratories, burn-in rooms, and dry rooms. Alpine Air was established in 1987. Mechanical Technologies Corp. d/b/a Alpine Air, based in Reno, Nevada, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 19 51146) on Sept. 26, 2019. In the petition signed by John Donovan, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Honorable Bruce T. Beesley oversees the case. Stephen R. Harris, Esq., at Harris Law Practice LLC, serves as bankruptcy counsel and Robison Sharp Sullivan & Brust, is special counsel. MTE HOLDINGS: Court Confirms Sixth Amended Plan ----------------------------------------------- Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the District of Delaware confirmed the Sixth Amended Joint Chapter 11 Plan of Reorganization of MTE Holdings LLC and its affiliated debtors. Revisions to the Sixth Amended Plan centered around the Litigation Trust Assets, providing for the inclusion of causes of action belonging to MTE Holdings II LLC among what constitutes Litigation claims, removing the membership interest in MTE Holdings II LLC from what constitutes the MTE Litigation Trust Assets. The Revised Plan also clarified that the Senior Secured Trade Recovery Amount and the MDC RBL Facility Claim Payment are not Litigation Trust Assets. Further, the Revised Plan emphasized that on the Effective Date, the MTE Litigation Trust shall be deemed to have received from any of the Debtors or MTE Holdings II LLC the requisite assignment, standing, authority and right to pursue any claims of the MTE Debtors and MTE Holdings II LL, if any. The rest of the Plan prior to revision remains the same. The Plan contemplates the sale of substantially all of the Debtors' assets, on the effective date, to Maple Energy Holdings, LLC. The Plan also contemplates the settlement of consolidated adversary proceeding, and the Luxe Settlement among the Debtors, certain Luxe Claimants holding statutory lien claims against Luxe Working Interest, and Luxe Energy LLC. The Luxe Settlement provides for, among other things, Luxe Energy's purchase for $4.5 million of 45% of the Debtors' working interests in certain Luxe Energy-operated wells and leasehold interests on the effective date. The Reorganized Debtors will fund distributions under the Plan with proceeds from the Sale Transaction and with Excluded Assets. Distributions to be made by the respective Litigation Trusts shall be paid from recoveries on the respective Litigation Trust Assets. The Wind-Down Expenses shall be paid by the Plan Administrator from the Wind-Down Budget. A copy of the findings of facts confirming the Sixth Amended Plan is available for free at https://bit.ly/3A2ZuHg from Stretto, claims agent. A copy of the Sixth Amended Plan is available for free at https://bit.ly/2Vw0swJ from Stretto, claims agent. Counsel for Reorganized Debtors (c/o Ankura Consulting Group, LLC, Plan Administrator): Matthew B. Stein, Esq. David J. Mark, Esq. Kasowitz Benson Torres LLP 1633 Broadway New York, NY 10019 Email: mstein@kasowitz.com dmark@kasowitz.com - and - Robert J. Dehney, Esq. Eric D. Schwartz, Esq. Daniel Butz, Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, DE 19899 Email: rdehney@mnat.com eschwartz@mnat.com dbutz@mnat.com Counsel for Maple Energy Holdings, LLC, Purchaser: David Meyer, Esq. Steven Abramowitz, Esq. Vinson & Elkins LLP 1114 Sixth Avenue, 32nd Floor New York, NY 10036 Email: dmeyer@velaw.com sabramowitz@velaw.com - and - Edmon Morton, Esq. Kenneth Enos, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Email: emorton@ycst.com kenos@ycst.com About MTE Holdings MTE Holdings LLC is a privately held company in the oil and gas extraction business. MTE sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12269) on Oct. 22, 2019. In the petition signed by its authorized representative, Mark A. Siffin, the Debtor disclosed assets of less than $50 billion and debts of $500 million. Judge Karen B. Owens was originally assigned to the case before Judge Christopher S. Sontchi took over. The Debtor tapped Kasowitz Benson Torres LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell, LLP as its local counsel; Greenhill & Co., LLC, as financial advisor and investment banker; Ankura Consulting LLC, as a chief restructuring officer; and Stretto as its claims and noticing agent. NATIONAL ASSISTANCE: Seeks to Hire Marcus & Millichap as Broker --------------------------------------------------------------- National Assistance Bureau, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Marcus & Millichap Real Estate Investment Brokerage Company as its real estate agent. The Debtor needs the assistance of a real estate agent in the marketing and sale of its assisted care living facility located at 315 Arrowood Blvd., Jonesboro, Ga. Marcus & Millichap will receive a commission of 3 percent of the gross purchase price of the property. Mike Pardoll, a member of Marcus & Millichap Real Estate Investment Brokerage Company, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mike Pardoll Marcus & Millichap Real Estate Investment Brokerage Company 201 S. Tryon St., Suite 1220 Charlotte, NC 28202 Telephone: (704) 831-4600 Email: michael.pardoll@marcusmillichap.com About National Assistance Bureau National Assistance Bureau, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 15-69786) on Oct. 13, 2015, disclosing up to $10 million in assets and up to $50 million in liabilities. William R. Hill Sr., president of National Assistance Bureau, signed the petition. Judge Ellis Monro oversees the case. Theodore N. Stapleton, P.C. serves as the Debtor's bankruptcy counsel while Lowenstein Sandler, LLP is the special counsel. NEUSTAR INC: Moody's Puts B3 CFR Under Review for Upgrade --------------------------------------------------------- Moody's Investors Service placed Neustar, Inc's B3 corporate family rating, B3-PD probability of default rating, B2 senior secured first lien bank facility rating, and Caa2 second lien term loan rating on review for upgrade. The outlook was revised to rating under review from negative. The rating action follows the announced acquisition of the company, excluding Neustar's security business, by Trans Union, LLC ("TransUnion", Ba2, Stable) in a $3.1 billion cash transaction that is subject to regulatory approvals and expected to close by the end of 2021.[1] RATINGS RATIONALE/ FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating review reflects Moody's anticipation that, following the close of the acquisition by TransUnion, Neustar's rated debt will be repaid and its ratings withdrawn. The ratings could be upgraded if Neustar generates healthy revenue growth and profitability while adhering to a conservative financial policy such that debt/EBITDA (Moody's adjusted) is sustained below 6.0x (below 7x when expensing capitalized software costs), and annual free cash flow to debt exceeds 5%. However, the ratings could be downgraded if Neustar were to experience weakening operating performance including declining profitability and ongoing material free cash flow deficits, heightened refinancing risk, or the company maintains aggressive financial policies that meaningfully constrain financial flexibility. On Review for Upgrade: Issuer: Neustar, Inc Corporate Family Rating, Placed on Review for Upgrade, currently B3 Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD Senior Secured First Lien Bank Credit Facility, Placed on Review for Upgrade, currently B2 (LGD3) Senior Secured Second Lien Term Loan, Placed on Review for Upgrade, currently Caa2 (LGD5) Outlook Actions: Issuer: Neustar, Inc Outlook, Changed To Rating Under Review From Negative The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Neustar, acquired by Golden Gate and GIC in 2017 through a leveraged buyout, is a leading global provider of real-time information services and analytics that enable clients to make actionable, data-driven decisions for applications including marketing, contact center fraud detection, caller ID services, and data security. Moody's forecasts that the company will generate pro forma sales of approximately $655 million in 2021. NEW JERSEY ECONOMIC: Moody's Cuts 2015A Revenue Bonds Rating to B1 ------------------------------------------------------------------ Moody's Investors Service has downgraded to B1 from Ba3 the rating on New Jersey Economic Development Authority's Provident Group - Rowan Properties, LLC (the "Project") Revenue Bonds, Series 2015 A (the "Bonds"). The outlook is negative. This action concludes the review for possible downgrade initiated on June 30, 2021. RATINGS RATIONALE The downgrade to B1 from Ba3 is based on the contraction in financial resources and continued vulnerability of the Project to COVID-19 related campus restrictions and mandates, impeding swift replenishment of reserve funds and timely restoration of historical financial performance. This is evidenced by the impairment of the net rental revenue and the tapping of the trustee-held and other project reserves to meet debt service payments on the Bonds. The Fall 2021 lease-up data, as of September 3, 2021, shows potential occupancy rate trending up to about 83% (excluding non-revenue units). Absent a robust rebound in final occupancy rate, the Project will likely tap the debt service reserve fund (DSRF) again on January 1, 2022. Management had initially projected satisfying the January 1, 2022 debt service payment with monies in the Replacement Fund only. Additionally, though Rowan University (University, A2 stable) maintains a partnership with the Project, the level of support, which is primarily the deferral of its ground lease payment, remains limited when compared to other institutions that provided more direct support. Absent solid external support, the Project's vulnerability to cash flow disruptions will remain a credit negative. Offsetting some of these challenges are Moody's expectations that Fall 2021 Semester revenues, based on current pre-leasing occupancy and remaining DSRF balance will enable the Project to pay operating expenses and debt service through the 2021-22 academic year. This is further supported by Rowan University's shift back to in-person instruction and the Project's track record of consistently strong pre-pandemic housing demand that often exceeded 100% occupancy. Further, Moody's regard the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Today's action reflects continued impact of the crisis on the project and subsequently the Bonds rating. RATING OUTLOOK The negative outlook reflects Moody's view that the Project remains susceptible to the effects of the pandemic over the next 12 months outlook period. A weaker-than-anticipated rebound in Fall 2021 final occupancy and/or a spike in the pandemic related expenses could exacerbate the already diminished level of available reserves and budgetary flexibility. Once the health and safety issues related to the pandemic have been positively resolved, Moody's anticipate that occupancy and related financial performance will likely recover. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING Timely restoration of historical financial performance that supports replenishment of reserve funds and restores Project financial flexibility. FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING Extension of COVID-mandated restrictions that impede the Project's ability to re-establish occupancy levels or control expenses, resulting in continued draws on remaining reserves. LEGAL SECURITY The Bonds are special limited obligations payable solely from the revenues of the Project and other funds held with Trustee and do not constitute obligations for the Issuer or Rowan University. The obligations are secured by payments made under the Loan Agreement, a leasehold mortgage, and amounts held by the Trustee under the Indenture. PROFILE The Obligor and Owner, Provident Group - Rowan Properties LLC, is a single member limited liability company organized and existing under the laws of New Jersey for the purpose of developing and financing certain facilities for the benefit of the University. The sole member of the Obligor is Provident Resources Group, Inc., a 501(c)(3) Georgia non-profit corporation with a national presence. METHODOLOGY The principal methodology used in this rating was Global Housing Projects published in June 2017. NEW YORK OPTICAL: Did Not File Monthly Operating Reports -------------------------------------------------------- Mary Ida Townson, Acting United States Trustee for Region 21, objects to the Disclosure Statement of New York Optical - International. The Acting United States Trustee points out that the Debtor has not filed monthly operating reports since January 2021. As a result, the United States Trustee is unable to determine whether the financial information set forth in the Disclosure Statement is stale or not. The Acting United States Trustee further points out that the Disclosure Statement should provide more information about the terms of the SBA loan and how can that impact feasibility, especially when the loan repayments begin. The Acting United States Trustee asserts that the Disclosure Statement does not provide adequate information regarding the makeup of the general unsecured creditors. For example, at minimum, the Disclosure Statement should provide the total amount due to unsecured creditors. About New York Optical-International New York Optical-International, Inc., is a Davie, Fla.-based company that offers optical products. It conducts business under the name Tuscany Eyewear. New York Optical-International filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 20-17961) on July 22, 2020, listing as much as $10 million in both assets and liabilities. New York Optical-International President Wayne R. Goldman signed the petition. Judge Scott M. Grossman oversees the case. David W. Langley, Esq., is the Debtor's bankruptcy attorney while Leto Law Firm and Alexander Duve, Esq., serve as the Debtor's special counsel. Connolly Wasserstrom & Castillo, LLC is the Debtor's accountant. NEW YORK OPTICAL: Rodenstock Opposes Quick OK of Disclosures ------------------------------------------------------------ Rodenstock GMBH filed its objection to the New York Optical International, Inc. d/b/a Tuscany Eyewear's Motion for Entry of an Order Conditionally Approving the Adequacy of the Disclosure Statement. Rodenstock points out that there is the issue of notice. Although Local Rule 9075-1 allows for emergency matters to be considered on shortened notice, 9075-1 unambiguously states that "[e]mergency hearings shall be held only where direct, immediate and substantial harm will occur to the interest of an entity in property, to the bankruptcy estate, or to the debtor's ability to reorganize if the parties are not able to obtain an immediate resolution of any dispute." The Debtor's Motion for Conditional Approval does not identify any such "direct, immediate and substantial harm." Instead, the Debtor's Motion simply states that "the Court in the German Proceedings is requesting the posting of a bond by New York Optical, which the Debtor cannot provide due to the restrictions of this bankruptcy proceedings." The Debtor does not otherwise explain how or why the German Court's request impacts this bankruptcy or the standard timing and/or approval process that applies to the approval of a Disclosure Statement for solicitation. Rodenstock further points out that beyond the lack of any explanation for the expedited approval requested by the Debtor, Rodenstock has significant concerns regarding the adequacy of the information contained in the Disclosure Statement, which outlines a Plan that is highly speculative and premature. Rodenstock asserts that based on the Debtor's existing proposal, creditors will not know the outcome of the sale until they appear at the confirmation hearing or (even if they do receive some advance notice) will have only a very small window of time in which to determine whether to accept or reject the Plan, which currently provides for unsecured creditors in Class 3 to receive 30% of their allowed claims in 60 equal monthly payments with no interest, while allowing existing equity holders in Class 4 to retain their interests in violation of the absolute priority rule. According to Rodenstock, given that the sale upon which the Plan is premised has yet to occur; and given that the Debtor has not provided any grounds for (i) the conditional approval of the Disclosure Statement in this case (it did not designate this proceeding as a small business bankruptcy) or (ii) for shortening the 28-day notice period that applies to the approval of a disclosure statement under Bankruptcy Rule 2002(b); Rodenstock respectfully submits that the Motion for Conditional Approval should be denied. Rodenstock points out that the Debtor should not be allowed to proceed with the solicitation of any disclosure statement in this case until the sale that is at the center of the Debtor's proposed Plan has been agreed to by all relevant parties and finalized. Counsel for Rodenstock GMBH: Gregory S. Grossman Fernando J. Menendez SEQUOR LAW, P.A. 1111 Brickell Avenue, Suite 1250 Miami, Florida 33131 Telephone: (305) 372-8282 Facsimile: (305) 372-8202 E-mail: ggrossman@sequorlaw.com fmenendez@sequorlaw.com About New York Optical-International New York Optical-International, Inc. is a Davie, Fla.-based company that offers optical products. It conducts business under the name Tuscany Eyewear. New York Optical-International filed a petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 20-17961) on July 22, 2020, listing as much as $10 million in both assets and liabilities. New York Optical-International President Wayne R. Goldman signed the petition. Judge Scott M. Grossman oversees the case. David W. Langley, Esq., is the Debtor's bankruptcy attorney while Leto Law Firm and Alexander Duve, Esq., serve as the Debtor's special counsel. Connolly Wasserstrom & Castillo, LLC is the Debtor's accountant. NINETY-FIVE MADISON: All Classes Unimpaired in Plan --------------------------------------------------- Ninety-Five Madison Company, L.P., filed with the U.S. Bankruptcy Court for the Southern District of New York a Chapter 11 Plan of Reorganization dated September 12, 2021. Class 1 consists of all Holders of Other Priority Claims. Each such Holder shall receive, in full satisfaction of such Allowed Other Priority Claim, Cash in an amount equal to such Allowed Other Priority Claim, on or as soon as reasonably practicable after the later of (i) the Effective Date; and (ii) the date the Other Priority Claim becomes an Allowed Claim. Class 1 is Unimpaired under the Plan. Class 2 consists of all Holders of Secured Claims. Each such Holder shall receive, in full satisfaction of such Allowed Secured Claim, Cash in an amount equal to such Allowed Secured Claim, on or as soon as reasonably practicable after the later of (i) the Effective Date; and (ii) the date the Secured Claim becomes an Allowed Claim. Class 2 is Unimpaired under the Plan. Class 3 consists of all General Unsecured Claims. Each such Holder shall receive, in full satisfaction of such Allowed General Unsecured Claim, Cash in an amount equal to such Allowed General Unsecured Claim, on or as soon as reasonably practicable after the later of (i) the Effective Date; and (ii) the date the General Unsecured Claim becomes an Allowed Claim, including if such General Unsecured Claim becomes Allowed after the Effective Date. Class 3 is Unimpaired and holders of General Unsecured Claims in Class 3 are conclusively presumed to have accepted the Plan. Class 4 consists of all Holders of Interests in the Debtor. On the Effective Date, each Holder of Interests in the Debtor shall receive interests in the Reorganized Debtor in the same number, proportion or percentage, as applicable, and with identical rights with respect to the Reorganized Debtor, as the Interests such Holder held in the Debtor as of the Effective Date. Class 4 is Unimpaired and Holders of Interests in Class 4 are conclusively presumed to have accepted the Plan. The Debtor shall continue in existence post-confirmation. After confirmation of the Plan, Rita Sklar will continue to manage the day-to-day affairs of the Debtor. All Distributions shall be funded with proceeds of the Exit Facility. On the Effective Date, the Reorganized Debtor shall execute the Exit Facility Documents. The Reorganized Debtor shall borrow under such Exit Facility and use the proceeds thereof for any purpose permitted thereunder, including to finance the Reorganized Debtor's ongoing business operations, and for general corporate purposes and working capital needs. Confirmation of the Plan shall be deemed (a) approval of the Exit Facility and all transactions contemplated hereby and thereby, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtor in connection therewith, including the payment of all fees, expenses, losses, damages, indemnities and other amounts provided for by the Exit Facility Documents, and (b) authorization for the Reorganized Debtor to enter into and perform under the Exit Facility Documents. A full-text copy of the Plan of Reorganization dated September 12, 2021, is available at https://bit.ly/2XgJ5RF from PacerMonitor.com at no charge. Proposed Counsel to the Debtor: Andrew K. Glenn Shai Schmidt Rich Ramirez Naznen Rahman GLENN AGRE BERGMAN & FUENTES LLP 55 Hudson Yards 20th Floor New York, New York 10001 Telephone: (212) 358-5600 About Ninety-Five Madison Company Ninety-Five Madison Company, L.P., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10529) on May 22, 2021. At the time of the filing, the Debtor disclosed $50,000,001 to $100 million in assets and $1,000,001 to $10 million in liabilities. Charles E. Simpson, Esq., at Windels, Marx, Lane & Mittendorf, LLP, represents the Debtor as legal counsel. OMKAR HOTELS: Seeks to Hire Colliers International as Appraiser --------------------------------------------------------------- Omkar Hotels, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Colliers International Valuation & Advisory Services, LLC as appraiser. Colliers will render these services: (a) prepare narrative appraisal reports; and (b) provide expert testimony on valuation issues arising in the Debtor's Chapter 11 case. Colliers will appraise the Debtor's hotel property located at 6535 Ramona Boulevard, Jacksonville, Fla., including all furnishings and personal property necessary for business operations, for a flat fee of $8,000. Additionally, Colliers will charge for testimony at its standard hourly rate of $300. Patrick Phipps, a managing director at Colliers, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Patrick R. Phipps Colliers International Valuation & Advisory Services, LLC 76 S. Laura St., Suite 1500 Jacksonville, FL 32202 Telephone: (904) 861-1114 Email: Patrick.Phipps@colliers.com About Omkar Hotels Omkar Hotels, Inc., the operator of Sleep Inn & Suites located at 6535 Ramona Blvd., in Jacksonville, Fla., filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-01418) on June 7, 2021. Judge Roberta A. Colton oversees the bankruptcy case while Jerrett M. McConnell is the Subchapter V trustee appointed in the case. At the time of the filing, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Ayesh T. Patel, president of Omkar Hotels, signed the petition. Stone Baxter, LLP represents the Debtor as legal counsel. OSP PREVENTION: Seeks to Hire Jones & Walden as Legal Counsel ------------------------------------------------------------- OSP Prevention Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden, LLC to serve as legal counsel in its Chapter 11 case. Jones & Walden will render these legal services: (a) prepare pleadings and applications; (b) conduct examination; (c) advise the Debtor of its rights, duties and obligations; (d) consult with the Debtor and represent the Debtor with respect to a Chapter 11 plan; (e) perform legal services incidental and necessary to the day-to-day operations of the Debtor's business; and (f) take any and all other action incident to the proper preservation and administration of the Debtor's estate and business. The hourly rates of the firm's attorneys and staff are as follows: Attorneys $225 - $400 per hour Paralegals $100 - $125 per hour Leon Jones, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leon S. Jones, Esq. Jones & Walden LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Telephone: (404) 564-9300 Email: ljones@joneswalden.com About OSP Prevention Group OSP Prevention Group, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-56815) on Sept. 13, 2021, listing up to $50,000 in both assets and liabilities. William Mabry II, president of OSP Prevention, signed the petition. Judge Lisa Ritchey Craig oversees the case. Jones & Walden LLC is the Debtor's legal counsel. P8H INC: Plan Disclosures Inadequate, U.S. Trustee Says ------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, submitted an objection to the proposed Disclosure Statement to accompany Chapter 11 Plan of Liquidation of the P8H, INC. The United States Trustee objects to the approval of the Disclosure Statement proposed by the Chapter 11 Trustee and the Official Committee of Unsecured Creditors because it fails to provide "adequate information" as required by section 1125 of the Bankruptcy Code. Moreover, the solicitation procedures set forth in the Disclosure Statement and the Plan of Liquidation proposed by Megan E. Noh, Esq., the Chapter 11 Trustee and the Committee, ECF Doc. Nos. 237 and 238 do not ensure adequate notice to the affected parties and contemplate the approval of third-party releases even in the absence of a non-debtor party's affirmative action. Such procedures are improper and should not be approved, the U.S. Trustee says. About P8H, Inc. d/b/a Paddle8 Paddle8 was founded in 2011 by Alexander Gilkes, Aditya Julka, and Osman Khan. It is one of the first online auction house that specialized in the art world's "middle market." It announced a high-profile merger with the Berlin-based online auction house Auctionata in 2016, but the partnership was dissolved in 2017 when Auctionata filed for insolvency. P8H, Inc., doing business as Paddle 8, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-10809) on March 16, 2020. At the time of filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $50,001 and $100,000. Judge Stuart M. Bernstein oversees the case. The Debtor is represented by Kirby Aisner & Curley, LLP. Megan E. Noh is the Debtor's Chapter 11 trustee. The Trustee is represented by Pryor Cashman, LLP. FBNK Finance S.a.r.l., as lender, is represented by Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC. PHOENIX OF ALBANY: Oct. 20 Disclosure Statement Hearing Set ----------------------------------------------------------- On Sept. 8, 2021, debtor The Phoenix of Albany, LLC, filed with the U.S. Bankruptcy Court for the Northern District of New York a Disclosure Statement and a Plan. On Sept. 13, 2021, Judge Robert E. Littlefield, Jr. ordered that: * Oct. 20, 2021, at 10:30 a.m. at the James T. Foley Courthouse, 445 Broadway, Suite 306, Albany, NY, 12207 is the hearing to consider the approval of the Disclosure Statement. * Written objections to the Disclosure Statement must be filed and served no later than 7 days prior to the Disclosure Hearing Date. A copy of the order dated September 13, 2021, is available https://bit.ly/3hE8BXR from PacerMonitor.com at no charge. About The Phoenix of Albany The Phoenix of Albany, LLC, filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 21-10584) on June 10, 2021. The Debtor is represented by Justin A. Heller, Esq. of NOLAN HELLER KAUFFMAN LLP. PHOENIX OF ALBANY: Unsecured Claims Unimpaired in Plan ------------------------------------------------------ The Phoenix of Albany, LLC, submitted a Plan and a Disclosure Statement. As of the Filing Date, the Debtor owns a property in Albany, New York, and no other assets. The Property has current assessed values of $200,000, with $100,000 allocated to land value and $100,000 allocated to improvements. With respect to Class 2- General Unsecured Claim of the City of Albany, the Debtor's petition scheduled the City's claim as a disputed claim in the amount of $78,800.00. The Plan does not propose to alter the City's legal, equitable, or contractual rights. The Debtor reserves all rights with respect to its objections to the City's claim, and all objections, defenses and arguments which may be raised on appeal. Class 2 is unimpaired. There are no other unsecured claims. The Debtor intends to fund the proposed plan payments through a variety of funding sources. Mr. Blum's primary business, The Demolition Depot, will fund the Plan payments until such time that the Debtor is able to do so. Attorneys for the Debtor: Justin A. Heller, Esq. NOLAN HELLER KAUFFMAN LLP 80 State Street, 11th Floor Albany, New York 12207 Tel: (518) 449-3300 A copy of the Disclosure Statement dated September 8, 2021, is available at https://bit.ly/3ldG64i from PacerMonitor.com. About Phoenix of Albany Phoenix of Albany, LLC, is a limited liability company organized under the laws of the State of New York. Its sole member is Evan Blum. It owns real property and improvements at 143 Montgomery Street and adjacent lots in Albany, New York, commonly known as the "Central Warehouse". Phoenix owns no other assets and is not currently conducting any business. Phoenix of Albany filed a voluntary Chapter 11 petition in the U.S. Bankruptcy Court for the Northern District of New York on June 10, 2021. NOLAN HELLER KAUFFMAN LLP is the Debtor's counsel. PRA GROUP: Fitch Gives 'BB+(EXP)' Rating to $300MM Unsec. Notes ---------------------------------------------------------------- Fitch Ratings has assigned an expected rating of 'BB+(EXP)' to the proposed $300 million unsecured notes to be issued by PRA Group Inc. (PRA). PRA has a Long-Term Issuer Default Rating (IDR) of 'BB+' with a Stable Rating Outlook. Proceeds from the issuance are expected to be used to repay borrowings under the secured North American Revolving Credit Facility. KEY RATING DRIVERS IDR AND SENIOR DEBT The proposed unsecured debt rating is equalized with PRA's Long-Term IDR, reflecting the funding mix and Fitch's expectation of average recovery prospects in a stressed scenario. The proposed ratings are consistent with the ratings on the existing unsecured debt. PRA's rating remains supported by its leading global franchise within the debt purchasing sector, with a dominant market position in the U.S. and a strong presence across 18 countries in Europe, the Americas and APAC; a consistent performance track record spanning several business cycles; and a conservative leverage profile with limited near-term refinancing risk. The ratings are constrained by PRA's monoline business model, primarily servicing charged off consumer debt; a largely secured funding profile and the need to access incremental financing to grow receivables and support earnings expansion; a common characteristic in the debt-purchasing sector. Additional constraints include the potential for heightened regulatory scrutiny of the consumer collections businesses following the pandemic and a reliance on internal modelling for portfolio valuations and associated metrics, such as estimated remaining collections (ERCs), which makes comparability with peers difficult. PRA's gross debt-to-adjusted EBITDA ratio was 1.7x for the trailing 12 months (TTM) ended 2Q21; down from 2.0x at YE 2020, and a range of 2.0x-2.5x in recent years. Leverage is not expected to change with the proposed unsecured issuance as the proceeds are expected to be used to pay down existing secured debt. Fitch's primary leverage metric for debt purchasers is gross debt-to-adjusted EBITDA (including adjustments for portfolio amortization), consistent with the business model's asset-based cash-generation characteristics. Fitch also considers debt-to-tangible equity as a complimentary leverage metric, which was 2.5x at 2Q21; down from 3.1x at YE 2020 and 4.0x historically. Fitch believes PRA's tangible equity position is a strength compared to most peers. While leverage could increase temporarily if substantial portfolio acquisition opportunities materialize, Fitch believes PRA has adequate flexibility to manage within its targeted leverage range of 2.5x or below on a gross debt-to-adjusted EBITDA basis. Leverage is also expected to remain within the historical range under Fitch's base and stress case expectations, which assume declines in revenue and EBITDA in 2021 due to slower recovery in purchasing and normalization of collections and operating costs as well as modest impairment charges in the stress case. PRA's long-term funding consists of secured revolving credit facilities and a secured term loan, which are subject to ERC-linked borrowing base calculations as well as unsecured notes and convertible notes. The unsecured funding mix was 27% of total debt at June 30, 2021, but is expected to increase to approximately 39% proforma for the proposed $300 million issuance. Fitch expects the unsecured funding mix to decline from this level, as PRA funds portfolio growth with secured borrowings, but views the overall increase in unsecured debt favorably as it enhances PRA's financial flexibility. There are no material near term refinancing requirements as the nearest maturities are the European facilities and convertible notes, which come due in 2023. The Stable Outlook reflects Fitch's belief that any risks stemming from the pandemic, including from any associated slowdown in debt-collection activities and/or changes to estimated recoveries, is mitigated by the company's conservative leverage profile and its ability to moderate portfolio purchases. The Stable Outlook also assumes that any changes to PRA's collection practices resulting from the new rules by the CFPB or the resolution of the Civil Investigative Demand will have a minimal negative impact on the business model. RATING SENSITIVITIES PRA's existing and expected senior unsecured debt ratings are primarily sensitive to changes in the group's LongTerm IDR and secondarily to the funding mix and recovery prospects on the unsecured debt. A material increase in the proportion of secured debt, which weakens recovery prospects for unsecured debtholders in a stressed scenario could result in the unsecured debt rating being notched down below the IDR. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A sustained reduction in earnings generation, particularly if it leads to a weakening in key debt service ratios or other financial efficiency metrics; -- A sustained increase in debt/adjusted EBITDA above 2.5x or debt/tangible equity above 5.0x, whether resulting from lack of EBITDA growth, an increase in acquisitions or reduction of tangible equity; -- A shift to a largely secured balance sheet funding model; -- A weakening in asset quality, as reflected in acquired debt portfolios significantly underperforming anticipated returns or repeated material write-downs in expected recoveries; or -- An adverse operational event or significant disruption in business activities (for example arising from regulatory intervention in key markets adversely impacting collection activities), thereby undermining franchise strength and business model resilience. Factors that could, individually or collectively, lead to positive rating action/upgrade: Given the current operating environment, an upgrade is unlikely in the short term. However, over time, positive rating action could result from: -- Funding mix improved to include more unsecured debt representing greater than 40% of total debt on a sustained basis; -- Leverage maintained consistently below 2.0x through the cycle on a debt/adjusted EBITDA basis and below 4.0x on a debt/tangible equity basis; and -- Demonstrated franchise strength and earnings resilience through the current economic cycle. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond 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. ESG CONSIDERATIONS PRA has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the importance of fair collection practices and consumer interactions and the regulatory focus on them, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. PRA also has an ESG Relevance Score of '4' for Financial Transparency due to the significance of internal modelling to portfolio valuations and associated metrics such as estimated remaining collections, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. These are features of the debt purchasing sector as a whole, and not specific to the company. 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. RAMJAY INC: Trustee Taps Odin, Feldman & Pittleman as Legal Counsel ------------------------------------------------------------------- Scott Miller, the Subchapter V trustee appointed in the Chapter 11 case of Ramjay, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Odin, Feldman & Pittleman, PC as his legal counsel. The firm will render these legal services: (a) advise and represent the Subchapter V trustee in potential preference litigation and other causes of action available to the trustee or bankruptcy estate; (b) advise and consult with the Subchapter V trustee regarding the trustee's duties under the Chapter 11 plan; (c) advise and consult with the Subchapter V trustee regarding his obligations or compliance with any order entered by this court regarding the duties of the Subchapter V trustee; and (d) prepare pleadings in connection with any claim objections to the extent the Subchapter V trustee determines that claim objections are appropriate. The hourly rates of the firm's attorneys and staff are as follows: Bradley D. Jones $390 per hour Shareholders $250 - $550 per hour Associates $220 - $375 per hour Paraprofessionals $115 - $190 per hour In addition, the firm will seek reimbursement for expenses incurred. Bradley Jones, Esq., an attorney at Odin Feldman & Pittleman, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bradley D. Jones, Esq. Odin Feldman & Pittleman, PC 1775 Wiehle Avenue, Suite 400 Reston, VA 20190 Telephone: (703) 218-2176 Facsimile: (703) 218-2160 Email: Brad.Jones@ofplaw.com About Ramjay Inc. Ramjay, Inc., an Alexandria, Va.-based company that operates in taxi and limousine service industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 21-10809) on May 4, 2021, disclosing up to $1 million in assets and up to $10 million in liabilities. Judge Brian F. Kenney oversees the case. The Debtor tapped the Law Office of John P. Forest, II as legal counsel and Miara Rasamoelina of Miara CPA Inc. as accountant. Kutak Rock, LLP represents Newtek Small Business Finance, LLC, creditor. On May 5, 2021, the U.S. Trustee for Region 4 appointed Scott W. Miller of Corporate Matters as Subchapter V trustee. The trustee tapped Odin Feldman & Pittleman, PC as his legal counsel. REMINGTON ARMS: Court Judge Irked by Student Record Bid ------------------------------------------------------- Lauren Berg of Law360 reports that the Connecticut judge overseeing a lawsuit against Remington Arms Co. brought by the families of victims killed in the Sandy Hook massacre scolded the gun manufacturer Tuesday, September 14, 2021, for failing to make a proper request for academic and employment records of slain students and teachers. Remington served the Newton Public School District a subpoena in July 2021 that sought academic records for five of the deceased first graders, including report cards, transcripts and disciplinary records. The gunmaker also lodged a subpoena that sought information on employment and earning files for four of the educators who died during the massacre. About Remington Arms Remington Outdoor Company, Inc., and its related entities are manufacturers of firearms, ammunition and related products for commercial, military, and law enforcement customers throughout the world. The Debtors operate seven manufacturing facilities located across the United States. Remington's principal headquarters are located in Huntsville, Alabama. On March 25, 2018, Remington Outdoor Company, Inc. and 12 affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-10684) and emerged from Bankruptcy in May 2018 after confirming its prepackaged plan of reorganization. July 27, 2020, Remington Outdoor and its affiliates, including Remington Arms Company, LLC, returned to Chapter 11 bankruptcy (N.D. Ala. lead Case No. 20-81688) to pursue a sale of the business. Remington was estimated to have $100 million to $500 million in assets and liabilities. In the present case, the Debtors tapped O'Melveny & Myers LLP as their bankruptcy counsel, Burr & Forman LLP as local counsel, M-III Advisory Partners LP as financial advisor, Ducera Partners LLC as investment banker, and Prime Clerk LLC as notice, claims and balloting agent. The U.S. Bankruptcy Administrator for the Northern District of Alabama appointed a committee of unsecured creditors on Aug. 6, 2020. The Committee is represented by Fox Rothschild, LLP and Baker Donelson Bearman Caldwell & Berkowitz, PC. RENOVATE AMERICA: Unsecureds Will Recover Up to 5% in Plan ---------------------------------------------------------- Renovate America, Inc., et al. submitted a Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan. On December 22, 2020, the Debtors filed a motion seeking to sell substantially all of the Debtors' "Benji" assets, and certain of RAI's assets, to Finance of America Mortgage LLC. The Court subsequently entered an order on January 8, 2021 approving bidding procedures for the Debtors' assets. The Debtors ultimately did not receive any qualified competing written offers on or before the bid deadline. Accordingly, pursuant to the Bidding Procedures Order, the stalking horse bid was deemed the successful bid and FAM was deemed the Successful Bidder, with FAM paying an extra $350,000 above the Stalking Horse Consideration in exchange for additional assets of the estates. On March 10, 2021, the Court approved the Purchase Agreement, and the sale closed on March 26, 2021. As to Classes 5A and 5B – General Unsecured Claims, each holder of an Allowed Class 5A Claim shall receive a Pro Rata beneficial interest in the RAI Liquidating Trust Assets, and each holder of an Allowed Class 5B Claim shall receive a Pro Rata beneficial interest in the PEFI Liquidating Trust Assets. Creditors will recover up to 5% of their claims. Classes 5A and 5B are impaired. The Liquidating Trust Assets shall be used to fund the distributions to holders of Allowed Claims against the Debtors in accordance with the treatment of such Claims and subject to the terms provided herein. On or prior to the Effective Date, the Debtors, on their own behalf and on behalf of the Beneficiaries, will execute the Liquidating Trust Agreement and will take all other steps necessary to establish the Liquidating Trust pursuant to the Liquidating Trust Agreement as further described in Article IX hereof. On the Effective Date, and in accordance with and pursuant to the terms of the Plan, the Debtors will transfer to the Liquidating Trust all of their rights, title, and interests in all of the Liquidating Trust Assets. Co-Counsel to the Debtors: Sharon Z. Weiss BRYAN CAVE LEIGHTON PAISNER LLP 120 Broadway, Suite 300 Santa Monica, California 90401 Telephone: (310) 576-2100 Facsimile: (310) 576-2200 Email: sharon.weiss@bclplaw.com - and - Timothy R. Bow BRYAN CAVE LEIGHTON PAISNER LLP 161 North Clark Street, Suite 4300 Chicago, Illinois 60612 Telephone: (312) 602-5000 Facsimile: (312) 602-5050 Email: timothy.bow@bclplaw.com - and - Mette H. Kurth CULHANE MEADOWS, PLLC 3411 Silverside Road Baynard Building, Suite 104-13 Wilmington, Delaware 19810 Telephone: (302) 289-8839 Ext. 100 Email: mkurth@cm.law A copy of the Disclosure Statement dated September 8, 2021, is available at https://bit.ly/3Ei4kDl from Stretto, the claims agent. About Renovate America Renovate America is one of the nation's preeminent providers of home improvement financing through its industry-leading home financing product, Benji. The Company offers a proprietary technology platform that helps Americans improve their homes while giving contractors the tools they need to grow their business. In addition to offering intuitive financing options, Renovate America offers industry-leading education, training and mentoring to contractor teams in the field. On the Web: http://www.renovateamerica.com/ Renovate America, Inc. and affiliate, Personal Energy Finance, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21, 2020. Renovate America was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Judge Laurie Selber Silverstein oversees the cases. Bryan Cave Leighton Paisner LLP is acting as the Company's legal counsel. Stretto is the claims agent. Culhane Meadows, PLLC, is the bankruptcy co-counsel. Armanino LLP is the financial advisor. GlassRatner Advisory & Capital Group, LLC, is the restructuring advisor. RIDGETOP AG: Updates Secured Claims Pay Details; Files Amended Plan ------------------------------------------------------------------- Ridgetop AG, LLC, submitted a First Amended Plan of Reorganization dated September 13, 2021. The proposed Plan reflects the Debtor's best efforts to reorganize in an orderly fashion. The Plan provides for full payment to secured and priority creditors and a substantially greater dividend to unsecured creditors than they are likely to receive if Debtor liquidates its assets. Class 2 Secured Claims: * Swift Financial. This claim is impaired. Swift was paid $75,000 as an adequate protection payment. The remainder of the claim, approximately $29,374.47 shall be paid in full with interest at the rate of 4.75% per annum. Payments shall be amortized over 5 years with payments made monthly in the amount of $661.40. * Syngenta Seeds. This claim is impaired. Syngenta was paid $4,287.94 as an adequate protection payment, as well as monthly payments of $1,192.42. The remainder of the claim, approximately $85,970.40 shall be paid in full with interest at the rate of 4.75% per annum amortized over 5 years. Payments shall be made monthly in the amount of $1,935.72 principal and interest until paid in full, with the exception of the months of February and March of each year. * Alan Bark. This claim is impaired. This claimant has a secured claim, as of the Petition Date, in the amount of approximately $11,738.00, which is secured by Debtor's accounts, inventory and machinery. Bark's claim shall be paid in full with interest at the rate of 4.75% per annum amortized over 5 years. Payments shall be made monthly in the amount of $264.29 principal and interest until paid in full, with the exception of the months of February and March of each year. Like in the prior iteration of the Plan, Class 4 undisputed, non priority unsecured claims will receive distributions of 100% of what they are owed, over a term of 5 years. A full-text copy of the First Amended Plan of Reorganization dated September 13, 2021, is available at https://bit.ly/3lyvVrj from PacerMonitor.com at no charge. Attorney for the Debtor: Carrie S. Werle, Esq. Krekeler Strother, SC 2901 West Beltline Hwy., Suite 301 Madison, WI 53713 Telephone: (608) 258-8555 Facsimile: (608) 258-8299 Email: cwerle@ks-lawfirm.com About Ridgetop Ag Ridgetop Ag LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 21 11388) on June 28, 2021, listing under $1 million in both assets and liabilities. Alan S. Bark, an authorized member, signed the petition. Judge Catherine J. Furay oversees the case. Krekeler Strother, SC, serves as the Debtor's legal counsel. ROTARY AUTO: Seeks to Hire J. Scott Logan as Bankruptcy Counsel --------------------------------------------------------------- Rotary Auto Sales, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maine to hire the Law Office of J. Scott Logan, LLC to serve as legal counsel in its Chapter 11 case. The Law Office of J. Scott Logan will be paid at the rate of $225 per hour. The firm received a retainer in the amount of $6,550, of which $1,717 was used to pay the filing fee. J. Scott Logan, Esq., disclosed in a court filing that he and his firm do not have any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: J. Scott Logan, Esq. Law Office of J. Scott Logan, LLC 75 Pearl Street Portland, ME 04101 Tel: 207-699-1314 Email: scott@southernmainebankruptcy.com About Rotary Auto Sales LLC 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. Rotary Auto Sales filed its voluntary petition for Chapter 11 protection (Bankr. D. Maine Case No. 21-20188) on Aug. 31, 2021, listing as much as $10 million in both assets and liabilities. Judge Peter G. Cary presides oversees the case. The Law Office of J. Scott Logan, LLC represents the Debtor as legal counsel. RR3 RESOURCES: Sept. 22 Continued Hearing on Disclosure Statement ----------------------------------------------------------------- Judge Mindy A. Mora will conduct a continued hearing on approval of the Amended Disclosure Statement of RR3 Resources, LLC, and Recycling Revolution, LLC, on September 22, 2021 at 9:30 a.m. The hearing will take place solely via videoconference. Any interested party may file objections to the Amended Disclosure Statement by September 20, 2021 by 3:00 p.m. The Debtors shall file and serve an Amended Disclosure Statement and Amended Chapter 11 Plan, and redlined copies of the Amended Disclosure Statement and Amended Chapter 11 Plan identifying any changes made by the Debtors, by September 15, 2021. Attorneys for Debtors: Joe M. Grant, Esquire Lorium PLLC 197 South Federal Highway, Suite 200 Boca Raton, Florida 33432 Telephone No. 561.361.1000 Facsimile No. 561.672.7581 About Recycling Revolution Recycling Revolution, LLC -- http://www.RecyclingRevolution.net/ - is a recycling company specializing in low end, contaminated, and hard to handle materials. Recycling Revolution purchases all types of plastic, metal and electronic waste, including HDPE bottles, PET bottles, commingled bottles, and HDPE mixed rigid bottles. Recycling Revolution sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-25063) on Nov. 7, 2019. Judge Mindy A. Mora is assigned to the case. In the petition signed by its member/president, Robin Seskin, the Debtor disclosed $365,896 in assets and $9,318,956 in debt. RR3 Resources LLC filed a voluntary Chapter 11 Petition (Bankr. S.D. Fla. Case No. 19-25063) on Nov. 7, 2019. In its petition, the Debtor disclosed under $1 million in both assets and liabilities. The cases are jointly administered with Recycling Revolution's as the lead case. Joe M. Grant, Esq., at Marshall Grant, PLLC, serves as the Debtors' counsel. SALEM CONSUMER: October 14 Disclosure Statement Hearing Set ----------------------------------------------------------- On Sept. 10, 2021, debtor Salem Consumer Square OH LLC filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Disclosure Statement, Plan Summary and Plan. On Sept. 13, 2021, Judge Carlota M. Bohm ordered that: * Oct. 7, 2021 is the last day for filing and serving Objections to the Disclosure Statement and to file a Request for Payment of an Administrative Expense. * Oct. 14, 2021 at 10:00 am is the hearing to consider the approval of the Disclosure Statement. A copy of the order dated Sept. 13, 2021, is available https://bit.ly/3zhsQka from PacerMonitor.com at no charge. Counsel for the Debtor: Kirk B. Burkley, Esq. Harry W. Greenfield, Esq. Sarah E. Wenrich, Esq. Bernstein-Burkley, P.C. 601 Grant Street, Floor 9 Pittsburgh, PA 15219 Telephone: (412) 456-8108 Facsimile: (412) 456-8135 About Salem Consumer Salem Consumer Square OH LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns and operates the shopping center known as "Salem Consumer Square" located at 5447 Salem Avenue, Dayton, OH 45426. On Jan. 5, 2021, Salem Consumer Square sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 21-20020). The Debtor disclosed total assets of $3,385,461 and total liabilities of $3,134,072. The case is assigned to The Honorable Carlota M. Bohm. Bernstein-Burkley, P.C., led by Kirk B. Burkley, is the Debtor's counsel. SALEM MEDIA: Moody's Ups CFR to B3 & Rates New Secured Notes B2 --------------------------------------------------------------- Moody's Investors Service upgraded Salem Media Group, Inc.'s Corporate Family Rating to B3 from Caa1 and assigned the new senior secured notes a B2 rating. The existing senior secured notes were affirmed at Caa1. The outlook is stable. The upgrade of Salem's CFR reflects the improved financial performance and liquidity position following the impact of the pandemic, the benefits of the refinancing transaction, and Moody's expectation that Salem will follow prudent financial policies focused on debt reduction over the next two years. Salem's speculative grade liquidity (SGL) rating was upgraded to SGL-2 from SGL-3 reflecting over $30 million of pro-forma cash on the balance sheet and an undrawn $30 million ABL facility as of Q2 2021. Salem has completed a transaction that extends approximately $113 million of the existing senior secured notes due 2024 into $115 million of new senior secured senior notes due 2028 that will have a priority claim on the assets compared to the existing senior secured notes. While the amount of outstanding debt and the interest rate will increase slightly, Moody's expects Salem will use a portion of the cash balance and asset sale proceeds to repay part of the existing senior secured notes. The transaction also extends the maturity of more than half of Salem's outstanding debt to 2028 from 2024 and provides for availability of a senior secured delay drawn note of up to $50 million subject to achievement of specific performance requirements that can be used to repay additional amounts of existing senior secured notes. The new senior secured notes are rated B2 reflecting the secured claim priority compared to the existing senior secured notes which were affirmed at Caa1. While the existing senior secured notes will have a diminished claim on the assets, the notes mature in 2024 compared to 2028 for the new secured notes and Moody's expects repurchases or repayment of debt going forward to be directed largely to the notes maturing in 2024. Upgrades: Issuer: Salem Media Group, Inc. Corporate Family Rating, Upgraded to B3 from Caa1 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Assignments: Issuer: Salem Media Group, Inc. Senior Secured Regular Bond/Debenture , Assigned B2 (LGD3) Affirmations: Issuer: Salem Media Group, Inc. Senior Secured Regular Bond/Debenture, Affirmed Caa1 (LGD5 from LGD4) Outlook Actions: Issuer: Salem Media Group, Inc. Outlook, Remains Stable RATINGS RATIONALE Salem's B3 CFR reflects high leverage (6.0x as of Q2 2021 excluding Moody's standard lease adjustments and the Paycheck Protection Plan (PPP) loans) as well as Moody's expectation that leverage will decline slightly in 2021 driven by debt repayment. Salem is also being negatively affected by the shift of advertising dollars to digital mobile and social media as well as heightened competition for listeners from a number of digital music providers. The vast majority of Salem's signals are on the less attractive AM band which increases sensitivity to secular pressures and the cyclical nature of radio advertising demand that will continue to exert pressure on EBITDA performance over time. Salem's scale is also relatively small with revenue of $248 million LTM Q2 2021. Despite the constraints on the credit profile, Salem has a leading market position in Christian teaching and talk format. Its national block programming revenue is less reliant on advertising dollars recurring, and therefore more stable than other revenue streams of the company. Moody's also projects Salem will continue to benefit from strength in digital revenue over time, supported by new digital offerings. The company has a relatively broad footprint (in 35 markets), with a station portfolio that is largely in the top 25 markets. Salem is exposed to governance risk, with a financial policy that tolerates high leverage and a moderately aggressive growth strategy. While free cash flow and asset sale proceeds have been used to repay debt over the past several years, capital expenditures have historically been high with a propensity for new ventures and acquisitions. The company suspended its quarterly dividend in Q2 2020 to increase financial flexibility and Moody's projects Salem will be focused on debt reduction going forward. Salem has also completed a number of related party transactions with management and family members who own the majority of the economic interest and have voting control of the company. Moody's analysis has considered the effect on the performance of advertising revenue from the economic recession in the U.S. and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under Moody's ESG framework, given the substantial implications for public health and safety. Salem's SGL-2 rating reflects access to an undrawn $30 million ABL facility due March 2024 (not rated) and $20 million of cash on the balance sheet as of Q2 2021. A recent asset sale in Texas will result in approximately $12 million in proceeds which is likely to be used for debt repayment. Salem benefited from $11.2 million in PPP loans from the US government in 2021 that was forgiven in Q3 2021 except for $20 thousand of the loan. Free cash flow (FCF) was $8 million LTM Q2 2021 which benefited from the suspension of distributions in 2020 and Moody's expects FCF will increase modestly in 2021. Capex was curtailed to boost liquidity during the pandemic, but Salem is projected to spend about $8 million in 2021. The ABL facility is subject to a fixed charge coverage ratio of 1x when availability is less than the greater of 15% of the maximum revolver amount and $4.5 million. Moody's expects Salem will remain in compliance with the fixed charge covenant going forward. The B2 rating on new senior secured notes due 2028 is one notch lower than the model implied rating using Moody's Loss Given Default Methodology reflecting Moody's expectation that existing senior secured note balances will decline over time and reduce the support provided to the senior secured notes. RATING OUTLOOK The stable outlook reflects Moody's view that Salem's EBITDA will be relatively flat in the second half of 2021 as a recovery in the radio industry is offset by lower political revenue in a non-election year and difficult comparisons in the SalemNow service which benefited from a film release during Q3 2020. Moody's projects leverage will decline to about 5x by the end of 2022 as the radio industry continues to recover from the pandemic, higher political related revenue, and additional debt repayment. Salem's digital services are likely to be a source of continued growth and investment, while the national block programing is expected to be more stable. Moody's expects the traditional broadcast radio and small publishing business to continue to be in secular decline. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Salem's relatively small size limits additional upward rating pressure, but the ratings could be upgraded if debt-to-EBITDA is sustained comfortably below 5x (excluding Moody's lease adjustments) with positive organic revenue and EBITDA growth. A free cash flow-to-debt percentage in the high single digit range would also be required as well as maintenance of an adequate liquidity profile with no near term debt maturities. Ratings could be downgraded if debt-to-EBITDA was expected to be sustained above 6x (excluding Moody's lease adjustments) for an extended period of time, EBITDA minus capex interest coverage ratio declined to less than 1x, or if free cash flow was continuously negative. A deterioration of the company's liquidity profile could also result in a downgrade. The rating on the new senior secured notes could also be downgraded if the amount of the existing senior secured notes outstanding decrease and reduce the amount of debt that is effectively subordinate to the new senior secured debt. Salem Media Group, Inc., formed in 1986 and headquartered in Camarillo, CA, is a religious programming and conservative talk radio broadcaster with integrated business operations including digital media and publishing. Salem owns and operates 99 local radio stations (33 FM, 66 AM) in 35 markets as of Q4 2020. The digital media business provides digital services including audio and video web streaming of Christian and conservative themed content as well as digital marketing services. Salem's publishing business largely publishes books by conservative authors and offers a self-publishing service. Edward G. Atsinger III (CEO), Stuart Epperson (Chairman, and brother-in-law of CEO), Edward C. Atsinger (son of the CEO), Nancy A. Epperson (Chairman's spouse), and their trusts own a majority of the economic interest in the company and have voting control through a dual class share structure with the remaining shares being widely held. Revenue for the LTM ending Q2 2021 was $248 million. Salem is a publicly traded company listed on the NASDAQ Global Market (SALM). The principal methodology used in these ratings was Media published in June 2021. SANTA CLARITA LLC: Creditor Decries Plan Revision ------------------------------------------------- Creditor, Blue Ox Holdings, LLC -- in a reply to the response of Debtor Santa Clarita, LLC to the creditor's objection to confirmation of the Debtor's Chapter Plan of Reorganization -- opposed the Debtor's removal of the non-debtor owned Bermite parcel, which according to the creditor possibly cures one problem but created a new one: the consummation of a sale of that property for $23 million that was added to the Plan as a closing condition to the Plan PSA. The creditor said that this recent change increases the risk that the proposed sale will not close. The creditor asserted that the Debtor must now show that the creditor's rights are unaltered by the Plan, and that the Plan is feasible. According to the creditor, the Debtor still has not presented evidence to prove that the Plan is feasible. Creditor complained that Plan strips it of its lien rights, along with its legal and contractual rights, which means impairment. Creditor Blue Ox accordingly asked the Court to deny confirmation of the Plan. A copy of the response is available for free at https://bit.ly/3E7bCtt from PacerMonitor.com. Attorneys for Blue Ox Holdings, LLC, creditor: Gregory E. Garman, Esq. Garman Turner Gordon LLP 7251 Amigo Street, Suite 210 Las Vegas, NV 89119 Telephone (725) 777-3000 Email: ggarman@gtg.legal - and - Teresa M. Pilatowicz, Esq. Garman Turner Gordon LLP 2415 E. Camelback Rd., Suite 700 Phoenix, AZ 85016 Telephone (725) 777-3000 Email: tpilatowicz@gtg.legal About Santa Clarita LLC Santa Clarita, LLC was formed in 1998 by Remediation Financial, Inc. for the sole purpose of acquiring a real property consisting of approximately 972 acres of undeveloped land generally located at 22116 Soledad Canyon Road, Santa Clarita, Calif. The Debtor purchased the property from Whittaker Corporation, which used the property to manufacture munitions and related items for the U.S. Department of Defense. The soil and groundwater on the property suffered environmental contamination thus the property required remediation before it could be developed. In January 2019, the controlling interest in RFI was acquired by Glask Development, LLC. Glask Development has two members, K&D Real Estate Consulting, LLC and Gracie Gold Development, LLC. The Debtor's sole member and manager is RFI. Santa Clarita filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12402) on Nov. 12, 2020. At the time of filing, the Debtor disclosed $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Judge Madeleine C. Wanslee oversees the case. Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC, is the Debtor's legal counsel. The Debtor also tapped the services of financial and accounting expert, J.S. Held LLC. SANUWAVE HEALTH: Issues $543,478 Notes to Investors --------------------------------------------------- SANUWAVE Health, Inc. entered into securities purchase agreements with certain accredited investors for the sale by the Company in a private placement of (i) the Company's future advance convertible promissory notes in an aggregate principal amount of up to $543,478 and (ii) warrants to purchase an additional 2,777,779 shares of common stock of the Company. The Warrants have an exercise price of $0.18 per share and a five year term. The closing of the Private Placement occurred on Sept. 7, 2021. The Company received financing from an accredited investor in the net amount of $250,000 as an additional disbursement under an existing future advance convertible note issued to such accredited investor on April 20, 2021; the Company previously received an additional disbursement from such accredited investor in the net amount of $750,000 on May 15, 2021. Disbursements bear an interest at a rate of five percent per annum and have a maturity date of 12 months from the date of issuance. Each Note is convertible at the option of the holder into shares of common stock of the Company at a conversion price per share equal to (A) until the date of effectiveness of the Registration Statement, $0.18 and (B) after the date of effectiveness of the Registration Statement, the lesser of (i) $0.18, (ii) 90% of the closing price for a share of common stock reported on the OTCQB on the effective date of the Registration Statement and (iii) 75% of the lowest VWAP price for common stock during the ten trading days ending on, and including, the date of the notice of conversion, which shall be no lower than $0.01. The Notes contain customary events of default and covenants, including limitations on incurrences of indebtedness and liens. Registration Rights Agreement In connection with each Purchase Agreement, the Company entered into a registration rights agreement with the Purchasers on Sept. 3, 2021 pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission no later than 90 days following the Closing Date for the registration of 100% of the maximum number of the Shares issuable upon conversion of the Notes and exercise of the Warrants issued pursuant to such Purchase Agreement. The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act of 1933, as amended, until all Registrable Securities have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act and otherwise without restriction or limitation pursuant to Rule 144 of the Securities Act, as determined by the counsel to the Company. About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is focused on the research, development, and commercialization of its patented, non-invasive and biological response-activating medical systems for the repair and regeneration of skin, musculoskeletal tissue, and vascular structures. SANUWAVE reported a net loss of $10.43 million for the year ended Dec. 31, 2019, compared to a net loss of $11.63 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $32.87 million in total assets, $33.74 million in total liabilities, and a total stockholders' deficit of $873,002. Marcum LLP, in New York, NY, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2020 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. SHILO INN: Seeks Approval to Hire Stoel Rives as Local Counsel -------------------------------------------------------------- Shilo Inn, Bend, LLC and Shilo Inn, Warrenton, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Stoel Rives, LLP. Stoel Rives will serve as local counsel for the Debtors, take direction from and work with Levene, Neale, Bender, Yoo & Brill LLP, and work to ensure the Debtors' lead bankruptcy counsel complies with the Local Rules of the bankruptcy court and with Local District Court Rule 83.1(d). The firm's hourly rates are as follows: Partners $420 - $1,015 per hour Of Counsel $325 - $860 per hour Associates $280 - $690 per hour Paralegals/Staff $230 - $510 per hour Bryan Glover, Esq., the primary attorney working on this matter, charges an hourly fee of $565. The firm received a retainer in the amount of $20,000. Stoel Rives is a "disinterested person" as that 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: Bryan T. Glover, Esq. Stoel Rives, LLP 600 University Street, Suite 3600 Seattle, WA 98101 Tel: (206) 624-0900 Email: bryan.glover@stoel.com About Shilo Inn Shilo Inn, Bend, LLC and Shilo Inn, Warrenton, LLC are Oregon-based companies that operate full-service hotels. On August 13, 2021, the Debtors filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Western District of Washington. The cases are jointly administered under Shilo Inn, Bend, LLC's case (Bankr. W.D. Lead Case No. 21-41340). Judge Brian D. Lynch presides over the cases. At the time of the filing, Shilo Inn, Bend listed as much as $50 million in both assets and liabilities while Shilo Inn, Warrenton listed as much as $10 million in both assets and liabilities. The petitions were signed by Mark Hemstreet as secretary of Shilo Bend Corp., the Debtors' manager. Levene, Neale, Bender, Yoo & Brill, LLP and Stoel Rives, LLP serve as the Debtors' bankruptcy counsel and local counsel, respectively. SHILO INN: Seeks to Hire Levene Neale as Bankruptcy Counsel ----------------------------------------------------------- Shilo Inn, Bend LLC and Shilo Inn, Warrenton, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Levene, Neale, Bender, Yoo & Brill LLP to serve as legal counsel in their Chapter 11 cases. The firm's services include: (a) advising the Debtors regarding the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the U.S. Trustee; (b) advising the Debtors with regard to certain rights and remedies of their bankruptcy estate and the rights, claims and interests of creditors; (c) representing the Debtors in any proceeding or hearing in the bankruptcy court involving the estate unless the Debtors are represented by special counsel; (d) conducting examinations of witnesses, claimants or adverse parties and representing the Debtors in adversary proceedings except to the extent that such proceedings are in an area outside of the firm's expertise or which are beyond the firm's staffing capabilities; (e) assisting the Debtors in the preparation of legal papers; (f) assisting in seeking approval to get debtor-in-possession financing and use cash collateral; (g) assisting the Debtors in the negotiation, formulation, preparation and confirmation of a plan of reorganization; and (h) performing other necessary legal services. David Golubchik, Esq., and J.P. Fritz, Esq., the primary attorneys who will be handling the cases, will charge $635 per hour and $605 per hour, respectively. Mr. Golubchik disclosed in court filings that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David B. Golubchik, Esq. Levene, Neale, Bender, Yoo & Brill, LLP 10250 Constellation Blvd., Ste. 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: dbg@lnbyb.com About Shilo Inn Shilo Inn, Bend, LLC and Shilo Inn, Warrenton, LLC are Oregon-based companies that operate full-service hotels. On August 13, 2021, the Debtors filed voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for the Western District of Washington. The cases are jointly administered under Shilo Inn, Bend, LLC's case (Bankr. W.D. Lead Case No. 21-41340). Judge Brian D. Lynch presides over the cases. At the time of the filing, Shilo Inn, Bend listed as much as $50 million in both assets and liabilities while Shilo Inn, Warrenton listed as much as $10 million in both assets and liabilities. The petitions were signed by Mark Hemstreet as secretary of Shilo Bend Corp., the Debtors' manager. Levene, Neale, Bender, Yoo & Brill, LLP and Stoel Rives, LLP serve as the Debtors' bankruptcy counsel and local counsel, respectively. SNL BALDWIN: Court Approves Disclosure Statement ------------------------------------------------ Judge Louis A. Scarcella has entered order approving the Disclosure Statement of SNL Baldwin Realty, LLC The telephonic hearing to consider confirmation of the Plan, and any objections thereto, shall be held before the Court on October 21, 2021 at 11:15 a.m. at Meeting Dial-in No.: (888) 278-0296, Access Code: 3535042. Objections, if any, to confirmation of the Plan must be filed by October 8, 2021. Replies, if any, to a timely filed objection to confirmation of the Plan shall be filed and served by October 15, 2021. About SNL Baldwin Realty SNL Baldwin Realty, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 20-73348) on Nov. 7, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by the Law Office of Michael G. Mcauliffe. Judge Louis A. Scarcella is assigned to the case. SONICWALL HOLDINGS: S&P Affirms B- ICR on Dividend Recapitalization ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on SonicWall Holdings Ltd. At the same time, S&P affirmed its 'B-' issue-level rating on SonicWall's first-lien credit facility and 'CCC+' issue-level rating on its second-lien credit facility. Recovery ratings remain '3' on the first-lien debt and '5' on the second-lien debt. S&P said, "The stable outlook reflects our expectation that the company will maintain at least adequate liquidity, generate sufficient cash flow to meet its debt-service obligations, and maintain free operating cash flow (FOCF) to debt of over 5% over the next 12 months. "SonicWall's dividend recapitalization weakens credit metrics, however, we expect leverage compression. Although the proposed transaction reflects SonicWall's aggressive financial policy, we expect the company to reduce leverage through EBITDA growth and modest margin expansion over the next 12 months. SonicWall's leverage has been very high since its separation from Seahawk Holdings Ltd. in May 2018, when the company refinanced its debt and incremental proceeds were used to fund shareholder distributions. The proposed transaction is for the company's first dividend since the separation. We forecast S&P Global Ratings-adjusted leverage to finish fiscal 2022 at about 9x and anticipate modest compression in fiscal 2023 to approximately 8x. We expect EBITDA margins to improve in 2022 as various one-time expenses incurred in 2021 roll off, along with the full realization of the ongoing cost rationalization program, which will deliver net savings of approximately $9 million. Combined with organic revenue growth generating additional EBITDA, this should improve leverage to 8x-8.5x by 2023. Funded debt is increasing to $825 million from $615 million, with annual cash interest expected to increase to about $11 million. We expect reported FOCF of over $50 million in 2022 and 2023, sufficient to cover mandatory principal amortization payments of approximately $6 million. "The stable outlook on SonicWall reflects our expectation that its updated product/marketing strategy will continue to support solid revenue growth and improve EBITDA margins. This should reduce leverage to just below 9x over the next 12 months. We believe SonicWall has adequate liquidity to fund its growth plans." S&P could lower its rating on SonicWall if: -- The company's performance suffers from missteps in the execution of its sales strategy or slowing demand growth, leading to sustained high leverage or persistently negative free cash flow; or -- Its liquidity declines such that S&P no longer views it as adequate to cover uses of cash. SonicWall's significant leverage limits the prospects for an upgrade over the next 12 months. However, over the longer term, S&P could consider raising its rating if the company: -- Demonstrates sustained revenue growth; -- Expands its EBITDA margins; -- Maintains leverage of less than 7x; and -- Raises FOCF to debt to more than 5% or accelerates debt reduction. SPECTRUM BRANDS: Fitch Puts 'BB' LT IDR on Watch Positive --------------------------------------------------------- Fitch Ratings has placed Spectrum's 'BB' Long-Term Issuer Default Rating (IDR) at both Spectrum Brands, Inc. and SB/RH Holdings, LLC, on Positive Watch. This follows the proposed sale of the company's Hardware and Home Improvement business, which represents around 40% of EBITDA, and Fitch's expectations that gross leverage could trend in the mid-2x range following the sale, based on the company's updated financial policy. Fitch would expect to resolve the Positive Watch upon the conclusion of the sale process, and Spectrum's IDR could see a potential one-notch upgrade to 'BB+'. Spectrum's current 'BB' rating reflects the company's diversified portfolio and historical track record of maintaining gross leverage leverage around 4.0x. The rating also reflects expectations for modest long-term organic revenue growth, reasonable profitability and positive FCF. KEY RATING DRIVERS Proposed Asset Sale and Debt Reduction: Spectrum has proposed the sale of its Hardware and Home Improvement (HHI) business to ASSA ABLOY Group for $4.3 billion, or approximately 14x estimated fiscal 2021 (ending September 2021) EBITDA. HHI, which focuses on residential security (i.e. locks and keys) and other hardware/plumbing verticals, generates around 40% of Spectrum's EBITDA. The company plans to use net proceeds of $3.5 billion for a combination of debt reduction, share buybacks, and acquisitions. Spectrum updated its net leverage target range to 2.0x-2.5x from its prior 3.0x-4.0x and indicated a near term gross leverage target of 2.5x, implying around $1.5 billion in debt reduction to yield approximately $950 million in debt, given $386 million of pro forma LTM June 2021 EBITDA. Given Spectrum's updated financial policy, assuming a successful transaction close Fitch would expect the company to operate with gross leverage around 2.5x, relative to its current rating case, which assumes leverage trends around 4x. Acquisitions, including debt-financed transactions, are possible as Spectrum explores growth opportunities; however, Fitch would expect the company to generally manage within its public financial policy as it has historically. The sale has a modestly negative impact on Spectrum's business profile given the reduction to scale and diversification. The transaction also reduces the company's EBITDA margins to around 13% from the current 15% range, although FCF margin could remain in the 5% range (around $150 million annually on a pro forma basis), assuming some reduction to capex and dividends (in absolute dollars assuming reduced share count following any share repurchases). A sustained reduction in gross leverage to around 2.5x, somewhat mitigated by the loss of scale and diversification from the proposed sale, would be more representative of a 'BB+' credit profile given Spectrum's other metrics and characteristics. As such, should the transaction close as contemplated and Spectrum uses proceeds to delever, Fitch could upgrade the IDR by one notch. Reasonably Diverse Portfolio: Following the sale, Spectrum would have a reasonably diverse portfolio of leading brands across product categories, retail channels and geographies. Spectrum's pet care business, largely consisting of nutrition brands like Tetra and Dreambone, as well as grooming and odor businesses, contributes approximately 37% and 46% of pro forma sales and EBITDA, respectively. The company's home and garden business, which largely focuses on insect control and bug repellent through brands like Spectracide and Hot Shot, will provide approximately 21% of revenue and 29% of segment EBITDA. Spectrum's home and personal care division would contribute approximately 42% revenue but only 25% of segment EBITDA, and includes leading brands such as George Foreman (grilling), Remington (shaving and hair appliances) and Russell Hobbs (small kitchen electrics). Spectrum attempted to sell this business in 2018 and Fitch believes it is a divestiture candidate, especially if Spectrum finds compelling acquisition opportunities for its remaining businesses. While the HHI sale reduces the company's business scope, the portfolio provides reasonable operating diversity if any given product category or brand sustains some weakness. The diversification is supported by lack of significant cyclical volatility. Retail exposure is appropriately diverse, including exposure to key market share leaders in general merchandise/discount, home improvement and e-commerce. From a geographic standpoint, around three-quarters of the company's revenue is generated from North America, but Spectrum has some diversity with exposure to EMEA and Latin America. Topline Tailwinds, Supply Chain Headwinds: Spectrum's recent topline results have been strong, given consumer spending trends which have benefitted most of its business lines. While revenue declined 4% in the June 2020 quarter due to store and manufacturing facility closures, revenue for the LTM June 2021 grew about 22% relative to the prior year. EBITDA, which was negatively impacted by accelerated selling expenses through parts of calendar 2020, has improved in 2021 given topline growth and cost reduction efforts. These positives have mitigated product cost and supply chain inflation which began to impact the company in the June 2021 quarter. EBITDA in fiscal 2021 (ending September 2021) is expected to be up to around $670 million from $555 million in fiscal 2020. On a pro forma basis, Fitch expects fiscal 2022 revenue and EBITDA in the $2.8 billion and $360 million range, respectively. This assumes a low single digit decline in organic revenue following a strong year with around 10% growth; EBITDA margins are expected to trend near pro forma levels of 13%. EBITDA declines could be slightly higher in fiscal 1Q/2Q, given ongoing cost pressures, but improve somewhat in 2H as it laps the onset of these increases. Organic revenue and EBITDA growth is expected in the low single digit range beginning fiscal 2023, with the potential for some additional growth through acquisitions. DERIVATION SUMMARY The Positive Watch on both Spectrum Brands, Inc. and SB/RH Holdings, LLC's Long-Term IDRs follows the proposed sale of the company's Hardware and Home Improvement business, which represents around 40% of EBITDA, and Fitch's expectations that gross leverage could trend in the mid-2x range following the sale, based on the company's updated financial policy. Fitch would expect to resolve its Watch upon the conclusion of the sale process and Spectrum's IDR could see a potential one-notch upgrade to 'BB+'. Spectrum's current 'BB' rating reflects the company's diversified portfolio and historical track record of maintaining gross leverage around 4.0x. The rating also reflects expectations for modest long term organic revenue growth, reasonable profitability and positive FCF. Finally, the rating reflects a level of strategic uncertainty following various business segment divestitures and acquisitions in recent years, yielding some lack of clarity on future portfolio optimization efforts. Spectrum is similarly rated to ACCO Brands Corporation (BB/Stable), Central Garden & Pet Company (BB/Stable), Mattel, Inc. (BB/Stable) and Tempur Sealy International, Inc. (BB+/Stable). ACCO's 'BB' IDR reflects the company's consistent FCF and reasonable gross leverage around 3.0x. The ratings are constrained by secular challenges in the office products industry and channel shifts within the company's customer mix, as evidenced by recent results, along with the risk of further debt-financed acquisitions. Central Garden & Pet Company's 'BB'/Stable rating reflects the company's strong market positions within the pet and lawn and garden segments, ample liquidity supported by robust FCF and moderate leverage offset by limited scale with EBITDA below $400 million, proforma for recent acquisitions. Fitch expects modest organic revenue growth over the medium term supplemented by acquisitions, with pro forma EBITDA margins in the 10% area and annual FCF of $100 million to $150 million. Gross leverage is expected to trend in the mid-to-high 3x area. Mattel's 'BB'/Stable rating reflects the company's meaningfully improved operating trajectory, which has increased Fitch's confidence in the company's longer-term prospects and financial flexibility. EBITDA in 2020 reached approximately $710 million, up from the 2017/2018 trough of approximately $270 million, largely on cost reductions. EBITDA improvement caused FCF to turn positive in 2019/2020 after four years of outflows; gross debt/EBITDA improved from the 11.0x peak in 2017/2018 to 4.1x in 2020. Revenue has stabilized in the $4.5 billion range with many of Mattel's key brands demonstrating good trends at retail. Tempur Sealy's 'BB+'/Stable rating reflects its leading market position as a vertically integrated global bedding company with well known, established brands across a wide variety of price points that are distributed across a number of wholesale and direct channels. The ratings are tempered by the single product focus in a highly competitive, fragmented market that is can be exposed to potential pullbacks in discretionary consumer spending during periods of macroeconomic weakness. Fitch projects Tempur Sealy will maintain long-term gross leverage in the low 2x range. KEY ASSUMPTIONS -- Revenue is forecast to grow around 14% to $4.5 billion in fiscal 2021. While revenue was up 24% through the first nine months of the fiscal year, Fitch projects 4Q21 revenue could decline around 10% given a strong 4Q20. Organic revenue could decline in the 3% to 4% range in fiscal 2022 as the company laps heightened demand in fiscal 2021. -- Organic growth could be in the 1% to 2% range beginning fiscal 2023. Pro forma for the sale of the HHI business, fiscal 2022 revenue could be around $2.8 billion (assuming the transaction closes at the beginning of the fiscal year; the company plans to include HHI in discontinued operations in fiscal 2022 prior to the sale). -- EBITDA in fiscal 2021 could expand to around $670 million from $55 million in fiscal 2020 given strong sales growth. Organic EBITDA growth could mirror topline trends beginning fiscal 2022. EBITDA pro forma for the asset sale could be around $360 million in fiscal 2022. -- FCF (after dividends of around $75 million or $1.68 per share) is forecast to be around $250 million in fiscal 2021. FCF could moderate to around $150 million on a pro forma basis beginning fiscal 2022. This assumes around $300 million of lost EBITDA is somewhat mitigated by reductions to interest expense, capex, and total dividends (given a lower share count following share buybacks). Fitch expects Spectrum to use around $1.5 billion of the expected $3.5 billion in net sale proceeds for debt reduction, with a meaningful portion of the remainder used for share repurchase. -- Gross leverage is expected to be around 3.7x in fiscal 2021 and decline to the mid-2x range in fiscal 2022 given Fitch's EBITDA and debt repayment projections. Over time, Fitch would expect Spectrum to operate with gross leverage around 2.5x, given its recently updated financial policy targeted net leverage in the 2.0x to 2.5x range and assuming limited cash on hand. The company could use cash on hand, including asset sale proceeds, and FCF to fund acquisitions; debt issuance is a potential financing source but Fitch would expect the company to manage gross leverage around 2.5x over time. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Should the HHI transaction close as contemplated and proceeds are used to reduce debt by around $1.5 billion, Fitch could resolve the Positive Watch with a one-notch upgrade of Spectrum's IDR to 'BB+'. -- Should the transaction not close as contemplated, an upgrade from the current 'BB' rating could result if Spectrum sustained positive organic growth and gross debt/EBITDA below 4.0x. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- Should the transaction not close as contemplated, a negative rating action could result from a low single-digit sales decline, yielding EBITDA trending below $550 million and gross debt/EBITDA sustaining above 4.5x. A debt-financed transaction that reduced Fitch's confidence in Spectrum's ability to return gross debt/EBITDA below 4.5x within two years after the transaction would also be a rating concern. 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 Ample Liquidity to be Enhanced by Transaction Proceeds: Liquidity was ample at $608 million as of July 4, 2021, consisting of $130 million of cash and equivalents and $478 million of availability on its $600 million revolving credit facility due June 2025 (net of $98 million in outstanding borrowings and $24 million in LOCs). As of July 4, 2021, Spectrum's capital structure consisted of a $400 million secured term loan due March 2028, approximately $1.55 billion of senior unsecured notes maturing between 2025 and 2031, and EUR425 million of unsecured euro notes maturing in October 2026. Spectrum expects to generate approximately $3.5 billion in net sale proceeds after taxes on a $4.3 billion gross sale price. Given management's guidance of 2.5x in gross leverage following the transaction and around $386 million in pro forma LTM June 2021 EBITDA, Fitch expects around $1.5 billion of debt paydown with sale proceeds yielding approximately $950 million of pro forma debt. The remaining $2.0 billion in proceeds could be used for a combination of share buybacks and strategic investments, including acquisitions. Recovery Considerations Fitch has assigned Recovery Ratings (RRs) to the various debt tranches in accordance with Fitch criteria, which allows for the assignment of RRs for issuers with IDRs in the 'BB' category. Given the distance to default, RRs in the 'BB' category are not computed by bespoke analysis. Instead, they serve as a label to reflect an estimate of the risk of these instruments relative to other instruments in the entity's capital structure. Fitch assigned the first-lien secured debt a 'BBB-'/'RR1', notched up two from the IDR and indicating outstanding recovery prospects given default. Unsecured debt will typically achieve average recovery, and was thus assigned a 'BB'/'RR4'. If Spectrum's IDR is upgraded one notch to 'BB+', its secured credit facilities and term loan would remain rated 'BBB-'/'RR1' while its unsecured debt would be upgraded one notch to 'BB+'/'RR4', in line with Fitch's criteria. As such, the secured debt has been affirmed while the unsecured debt has been placed on Rating Watch Positive. ISSUER PROFILE Spectrum Brands is a diversified consumer products company which competes in a number of segments, including pet care, home and garden, personal care, hardware and home improvement. Revenue and EBITDA for the LTM ended June 2021 (prior to the proposed sale of the hardware and home improvement business) was $4.6 billion and approximately $700 million, respectively. SUMMARY OF FINANCIAL ADJUSTMENTS Material financial adjustments include stock-based compensation, safety recalls, divestitures, legal and environmental remediation reserves, inventory step-up and other non-operating expenses. ESG CONSIDERATIONS 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. SPECTRUM LINK: Obtains Court Nod on Use of Cash Collateral ---------------------------------------------------------- Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California, pursuant to Section 363(c)(2)(B) of the Bankruptcy Code, granted the motion of Spectrum Link, Inc. to use cash collateral, consisting of cash on hand, accounts receivable and future income generated from the operation of the Debtor's business. A copy of the order is available for free at https://bit.ly/3nEj0Xv from PacerMonitor.com. About Spectrum Link Spectrum Link, Inc., an internet service provider in Downey, Calif., filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-16403) on Aug. 11, 2021, disclosing up to $500,000 in assets and up to $50 million in liabilities. Marilyn M. Adjangba, chief executive officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Michael Jay Berger is the Debtor's legal counsel. SPHERATURE INVESTMENTS: Braun Creditors Opposes Disclosure Motion ----------------------------------------------------------------- Creditors Janie Braun, Braun Marketing Company, Matt Morris, Rhonda Morris, Dr. Troy Brown, Kathy Brown, Kari Schneider, Lisa Schneider, Byron Schrag, and Martin Rouf ("BRAUN CREDITORS") object to the amended emergency motion of Spherature Investments LLC and its debtor-affiliates for entry of an order conditionally approving Disclosure Statement. The BRAUN CREDITORS are former sales representatives of one or more of the Debtors and unsecured creditors in this proceeding. The BRAUN CREDITORS object to the Motion as the language of the Disclosure Statement does not match the language of the proposed Amended Chapter 11 Plan. BRAUN CREDITORS' counsel has not had sufficient time to review the Debtors' Second Amended Joint Chapter 11 Plan as it was filed the night before this hearing. However, after a quick review and by way of example only, the definitions of Purchaser Paid Sales Representatives Commissions and Sales Representatives Commission Claims Payment Plan, found in paragraphs 133 and 151, respectively, should match. Debtors should be required to amend those portions of the plan to match the Disclosure Statement or amend those portions of the Disclosure Statement to match the plan. Moreover, the term "active status," set forth in paragraph 151 is not defined [Dkt 433, page 35 of 95]. A full-text copy of the Braun Creditors' objection dated September 13, 2021, is available at https://bit.ly/2XpzlnV from Stretto, the claims agent. Counsel for the Braun Creditors: Matthew M. Cowart State Bar No. 24997944 THE LAW OFFICES OF MATTHEW M. COWART, PC 6609 Blanco Road, Suite 235 San Antonio, Texas 78216 Telephone: (210) 874-2223 Facsimile: (210) 579-2023 E-mail: mcowartlaw@yahoo.com About Spherature Investments Plano, Texas-based Spherature Investments LLC and its affiliates sought Chapter 11 protection (Bankr. E.D. Texas Lead Case No. 20 42492) on Dec. 21, 2020. Spherature Investments' affiliates include WorldVentures Marketing, LLC, a company that sells travel and lifestyle community memberships providing a diverse set of products and experiences. At the time of the filing, Spherature Investments had between $50 million and $100 million in both assets and liabilities. The Hon. Brenda T. Rhoades is the case judge. The Debtors tapped McDermott Will & Emery, LLP as their legal counsel and Larx Advisors, Inc. as their restructuring advisor. Erik Toth, a partner at Larx Advisors, serves as the Debtors' chief restructuring officer. Stretto is the claims agent. The U.S. Trustee for Region 6 appointed an official unsecured creditors' committee on Jan. 22, 2021. The committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel and GlassRatner Advisory & Capital Group, LLC as its financial advisor. SPHERATURE INVESTMENTS: Updates Administrative Claims Bar Date -------------------------------------------------------------- Spherature Investments LLC and its debtor-affiliates submitted a Disclosure Statement for Second Amended Joint Chapter 11 Plan dated September 12, 2021. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests. A Person that believes that they are entitled to an Administrative Claim that arises on or prior to September 1, 2021, must file an Administrative Claim with the Bankruptcy Court and serve it on the Debtors on or prior to October 8, 2021 (the "Initial Administrative Claims Bar Date"). A Person that believes that they are entitled to an Administrative Claim that arises on or after September 1, 2021 must file an Administrative Claim with the Bankruptcy Court and serve it on the Debtors prior to the Supplemental Administrative Claims Bar Date, which is the date that is 30 days after the Effective Date. The deadline for any request for payment of Administrative Claims arising on or prior to September 1, 2021, submitted by Governmental Units, will be September 22, 2021, subject to any written requests for additional time for good cause shown. Holders of Administrative Claims that are required to File and serve a request for payment of such Administrative Claims that do not File and serve such a request by the Initial Administrative Claims Bar Date or the Supplemental Administrative Claims Bar Date, as applicable, shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors, their Estates, the Purchaser, or the Liquidating Trustee, and such Administrative Claims shall be deemed compromised, settled, and released as of the Effective Date, without further Order of the Court. HyperWallet Accounts WorldVentures Marketing, LLC entered into a master agreement (the "Hyperwallet Master Agreement") with Hyperwallet Systems, Inc. ("Hyperwallet") dated April 15, 2015. Under the Hyperwallet Master Agreement, Hyperwallet provided a global "closed loop" payment system for WorldVentures Marketing, LLC and its Sales Representatives. Hyperwallet sent the Debtors a termination letter dated March 4, 2021, terminating the Hyperwallet Master Agreement. Worldventures Marketing, LLC sent communications to its Sales Representatives on April 28, 2021, and again on May 14, 2021, advising them that the Hyperwallet accounts were terminated and would be closing and that they should transfer any remaining funds to a personal account by May 31. The notice further advised Sales Representatives to contact customer care representatives for assistance if any difficulties were encountered in removing the funds. Hyperwallet has notified the Debtors that it continues to hold approximately $625,000 (the "Hyperwallet Funds") of funds on behalf of Sales Representatives that did not transfer funds in their respective Hyperwallet accounts. Hyperwallet has advised that it will be transferring these funds back to Worldventures Marketing LLC. The Debtors believe that the Hyperwallet Funds are property of the Debtors' Estates. The vast majority of the Sales Representative Claims relate to pre-petition Claims. The Debtors will use the Hyperwallet Funds as general funds in these Chapter 11 Cases. Like in the prior iteration of the Plan, Holders of Class 5 General Unsecured Claims will receive a Pro Rata Share of Distributions from Liquidating Trust Assets from Tier I and Tier II Proceeds, as applicable. The Plan will be funded by the following sources of cash and consideration: (i) Cash, including the Hyperwallet Funds, (solely to the extent it is not an Acquired Asset), (ii) the Sale Transaction Proceeds, (iii) Excluded Assets, (iv) the Debtors' rights under the Sale Transaction Documentation, (v) the debt issued (or assumed) by the Purchaser or any of its subsidiaries, (vi) payments made directly by the Purchaser on account of any Purchaser Paid/Satisfied Liabilities under the Sale Transaction Documentation, (vii) payments of Cure Costs made by the Purchaser pursuant to §§ 365 or 1123 of the Bankruptcy Code, and (viii) all Causes of Action (other than Acquired Claims) not previously settled, released, or exculpated under the Plan that are not otherwise Excluded Assets. A full-text copy of the Disclosure Statement dated September 12, 2021, is available at https://bit.ly/3hywQ9L from Stretto, the claims agent. Counsel to the Debtors: Marcus A. Helt, Esq. Jack G. Haake, Esq. McDermott Will & Emery LLP 2501 North Harwood Street, Suite 1900 Dallas, TX 75201 Tel: (214) 210-2801 Fax: (972) 528-5765 Email: mhelt@mwe.com jhaake@mwe.com About Spherature Investments Plano, Texas-based Spherature Investments LLC and its affiliates sought Chapter 11 protection (Bankr. E.D. Tex. Lead Case No. 20 42492) on Dec. 21, 2020. Spherature Investments' affiliates include WorldVentures Marketing, LLC, a company that sells travel and lifestyle community memberships providing a diverse set of products and experiences. At the time of the filing, Spherature Investments had between $50 million and $100 million in both assets and liabilities. The Hon. Brenda T. Rhoades is the case judge. The Debtors tapped McDermott Will & Emery, LLP as their legal counsel and Larx Advisors, Inc., as their restructuring advisor. Erik Toth, a partner at Larx Advisors, serves as the Debtors' chief restructuring officer. Stretto is the claims agent. The U.S. Trustee for Region 6 appointed an official unsecured creditors' committee on Jan. 22, 2021. The committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel and GlassRatner Advisory & Capital Group, LLC as its financial advisor. SVXR INC: Seeks Approval to Hire Paul Hastings as Legal Counsel --------------------------------------------------------------- SVXR, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Paul Hastings, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor of its rights, powers and duties while operating and managing its business and properties under Chapter 11 of the Bankruptcy Code; (b) taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved and the preparation of objections to claims filed against the Debtor's estate; (c) preparing legal documents; (d) advising the Debtor with respect to, and assisting in the negotiation and documentation of, financing agreements and related transactions; (e) advising and assisting the Debtor in connection with any potential asset sales and property dispositions; (f) advising the Debtor concerning executory contract and unexpired lease assumption, assignment and rejection; (g) taking all necessary actions in connection with any Chapter 11 plan and such further actions as may be required in connection with the administration of the Debtor's estate; (h) take all necessary actions to protect and preserve the value of the Debtor's estate; (i) performing all other necessary legal services in connection with the prosecution of the case; and (j) providing non-bankruptcy services for the Debtor to the extent requested by the Debtor. The firm's hourly rates are as follows: Partners $1,275 - $1,700 per hour Of Counsel $1,175 - $1,700 per hour Associates $705 - $1,150 per hour Paralegals $290 - $630 per hour Todd Schwartz, Esq., a partner at Paul Hastings, disclosed in a court filing that his firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Schwartz disclosed that: -- Paul Hastings has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- no Paul Hastings professional included in the engagement has varied his rate based on the geographic location of the bankruptcy case; -- effective July 1, 2021, Paul Hastings adjusted its hourly billing rates for legal professionals and paraprofessionals to reflect step increases and economic and other conditions consistent with its customary practice. Thus, the billing rates Paul Hastings charged the Debtor in the pre-bankruptcy period (for time billed after July 1, 2021) are the same as the rates that the firm will charge in the post-petition period.; and -- the firm expects to develop a prospective budget and staffing plan for the period from Aug. 4 to Sept. 31, 2021. The firm can be reached through: Todd M. Schwartz, Esq. Paul Hastings, LLP 1117 S. California Avenue Palo Alto, CA 94304 Tel: (650) 320-1883 Email: toddschwartz@paulhastings.com About SVXR Inc. San Jose, Calif.-based SVXR, Inc. -- https://svxr.com -- offers high speed inspection and metrology technology to the semiconductor packaging industry. SVXR filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 21-51050) on Aug. 4, 2021, disclosing up to $10 million in assets and up to $50 million in liabilities. Daniel Trepanier, chief executive officer and president of SVXR, signed the petition. Judge Stephen L. Johnson oversees the case. Paul Hastings, LLP and Greenhill & Co., LLC serve as the Debtor's legal counsel and investment banker, respectively. Omni Agent Solutions is the Debtor's claims and noticing agent and administrative advisor. SVXR INC: Seeks to Hire Greenhill & Co. as Investment Banker ------------------------------------------------------------ SVXR, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Greenhill & Co., LLC as its investment banker. The firm's services include: (a) assisting the Debtor in evaluating strategic alternatives of the Debtor and develop transaction frameworks; (b) providing advice and coordinating with the Debtor's management and legal counsel to develop a strategy for any transaction, as applicable and mutually agreed by the Debtor and Greenhill; (c) assisting the Debtor and its other professionals in reviewing the terms of any proposed transaction; (d) assisting or participating in negotiations with the parties in interest, including, without limitation, their respective representatives in connection with a transaction; (e) participating in hearings before the court and providing relevant testimony; and (f) providing other general advisory services and investment banking services. The firm will be paid as follows: (a) Restructuring Transaction Fee. If, at any time during the fee period, the Debtor consummates a restructuring transaction, Greenhill shall be entitled to receive a fee mutually agreed by the Debtor and the firm. Such fee shall be payable upon the earlier of (i) the consummation of a restructuring transaction and (ii) the confirmation, sanction or approval, as applicable, and effectiveness of a Chapter 11 plan, however, notwithstanding the date upon which the fee becomes payable, such fee will be earned upon the earlier of (i) the consummation of a restructuring transaction and (ii) the confirmation, sanction or approval of the plan: i. A restructuring transaction fee of $500,000 if the Debtor receives deal proceeds equal to or less than $11.7 million; ii. A restructuring transaction fee of $1 million if the Debtor receives deal proceeds equal to or greater than $13.7 million; and iii. A restructuring transaction fee that is linearly interpolated between $11,700,001 and $13,699,999. As disclosed in court filings, Greenhill is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Greenhill can be reached at: Christopher T. Grubb Greenhill & Co., LLC 600 Montgomery Street, 33rd Floor San Francisco, CA 94111 Tel: +1 415 216 4100 Fax: +1 415 216 4101 Email: cgrubb@greenhill.com About SVXR Inc. San Jose, Calif.-based SVXR, Inc. -- https://svxr.com -- offers high speed inspection and metrology technology to the semiconductor packaging industry. SVXR filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 21-51050) on Aug. 4, 2021, disclosing up to $10 million in assets and up to $50 million in liabilities. Daniel Trepanier, chief executive officer and president of SVXR, signed the petition. Judge Stephen L. Johnson oversees the case. Paul Hastings, LLP and Greenhill & Co., LLC serve as the Debtor's legal counsel and investment banker, respectively. Omni Agent Solutions is the Debtor's claims and noticing agent and administrative advisor. SVXR INC: Taps Omni Agent Solutions as Administrative Agent ----------------------------------------------------------- SVXR, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Omni Agent Solutions as its administrative agent. The firm's services include: (a) assisting the Debtor in the solicitation, balloting and tabulation of votes, preparing any related reports in support of confirmation of a Chapter 11 plan, and processing requests for documents; (b) preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; (c) providing a confidential data room, if requested; (d) managing and coordinating any distributions pursuant to a Chapter 11 plan; and (e) providing other bankruptcy administrative services. The standard hourly rates charged by Omni Agent Solutions' professionals are as follows: Analyst $35 - $50 per hour Consultants $65 - $160 per hour Senior Consultants $165 - $200 per hour Solicitation and Securities Services $205 per hour Technology/Programming $85 - $135 per hour Paul Deutch, Esq., executive vice president of Omni Agent Solutions, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Deutch, Esq. Omni Agent Solutions 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel. 212-302-3580 Ext 190 Fax. 212-302-3820 Email: paul@omniagnt.com About SVXR Inc. San Jose, Calif.-based SVXR, Inc. -- https://svxr.com -- offers high speed inspection and metrology technology to the semiconductor packaging industry. SVXR filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 21-51050) on Aug. 4, 2021, disclosing up to $10 million in assets and up to $50 million in liabilities. Daniel Trepanier, chief executive officer and president of SVXR, signed the petition. Judge Stephen L. Johnson oversees the case. Paul Hastings, LLP and Greenhill & Co., LLC serve as the Debtor's legal counsel and investment banker, respectively. Omni Agent Solutions is the Debtor's claims and noticing agent and administrative advisor. TD HOLDINGS: Signs Settlement Agreement With White Lion ------------------------------------------------------- TD Holdings, Inc. entered into a Settlement and Mutual Release Agreement with investor White Lion Capital, LLC, a Nevada limited liability company. As previously reported in the Current Report on Form 8-K filed on Jan. 20, 2021, TD Holdings entered into a Common Stock Purchase Agreement with White Lion Capital, LLC, which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Investor is committed to purchase up to 15,700,000 shares of the Company common stock, par value $0.001 per share, with an aggregate of $40,000,000 from time to time during a certain commitment period as defined in the Purchase Agreement, at a purchase price of 90% of the lowest daily volume-weighted average price of the Company's Common Stock during a valuation period of three business days prior to the closing of each purchase notice received by the Investor. Pursuant to Settlement Agreement, the Company and the Investor agreed that on any trading day selected by the Company, provided that the closing price of its Common Stock on the date of purchase notice is greater than or equal to $1.00 and there is an effective registration statement for the resale by the Investor of the Purchase Notice Shares, the Company has the right, but not the obligation, to present Investor with a purchase notice, directing the Investor to purchase up to certain amount shares of its Common Stock. The maximum number shares of Common Stock to be sold under each purchase notice shall be determined by the lesser of 200% of the average daily trading volume, or $1.0 million divided by the highest closing price of the Company's Common Stock over the most recent five business days including the date of the purchase notice. Notwithstanding the foregoing, the Investor may waive the limit on the purchase notice as described above at any time to purchase additional shares under a purchase notice, subject to the conditions and limitations set forth in the Purchase Agreement. According to the Settlement Agreement, the Commitment Period starts on the date of the Purchase Agreement and shall terminate on the earlier of (i) the date on which the Investor shall have purchased shares equal to the Commitment Amount, (ii) Dec. 31, 2022, (iii) the date on which the Investor shall have purchase 15,700,000 shares under the Purchase Agreement or (iv) written notice of termination by the Company to the Investor upon a material breach of the Settlement Agreement by Investor. Furthermore, the Company agrees that between July 1, 2021 and July 31, 2022, it shall have provided Investor with purchase notices for the sale to Investor of either (i) 10 million shares of Common Stock or (ii) an aggregate purchase notice amount as set out in such purchase notices of $10 million. If the Company fails to comply with this covenant, then it shall pay to Investor as liquidated damages an amount of shares equal to the difference of 10 million shares of Common Stock less the amount of shares the Company has sold to the Investor between July 1, 2021 and July 31, 2022. About TD Holdings TD Holdings, Inc. is a service provider currently engaging in commodity trading business and supply chain service business in China. Its commodities trading business primarily involves purchasing non-ferrous metal product from upstream metal and mineral suppliers and then selling to downstream customers. Its supply chain service business primarily has served as a one-stop commodity supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading. For more information, please visit http://ir.tdglg.com. TD Holdings reported a net loss of $5.95 million for the year ended Dec. 31, 2020, compared to a net loss of $6.94 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $186.59 million in total assets, $37.33 million in total liabilities, and $149.26 million in total equity. THREEESQUARE LLC: Hearing on Disclosures Continued to Sept. 30 -------------------------------------------------------------- Judge B. McKay Mignault of the U.S. Bankruptcy Court for the Northern District of West Virginia has continued until Sept. 30, 2021, at 1:30 p.m., the hearing on the objection to the Amended Disclosure Statement of ThreeSquare, LLC. The Court will also continue on said date the hearing on the motion of the U.S. Trustee to convert the Debtor's Chapter 11 case to a case under Chapter 7. A copy of the order is available for free at https://bit.ly/3yVlgLX from PacerMonitor.com. About ThreeSquare LLC ThreeSquare, LLC, a West Virginia corporation which has been in business since 2002, which business consists of renting commercial property for retail and/or office space to interested tenants. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. W.Va. Case No. 19-00975) on Nov. 12, 2019. The Debtor was estimated to have $500,001 to $1 million in assets and less than $10 million in liabilities. Judge Frank W. Volk oversees the case. The Debtor hired Turner & Johns, PLLC, as its legal counsel. TITAN INT'L: Moody's Ups CFR & Senior Secured Rating to B3 ---------------------------------------------------------- Moody's Investors Service upgraded its ratings for Titan International, Inc., including the company's corporate family rating to B3 from Caa1, the probability of default rating to B3-PD from Caa1-PD and the senior secured rating to B3 from Caa1. The outlook is stable. The upgrades reflect Titan's improved operating performance on very strong agricultural and construction equipment demand in 2021, and Moody's expectation that this performance is sustainable through 2022 as end markets remain favorable. Further, Moody's expects Titan's more efficient working capital management will result in about breakeven free cash flow in 2021 before becoming modestly positive in 2022. Upgrades: Issuer: Titan International, Inc. Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Corporate Family Rating, Upgraded to B3 from Caa1 Senior Secured Regular Bond/Debenture, Upgraded to B3 (LGD3) from Caa1 (LGD3) Outlook Actions: Issuer: Titan International, Inc. Outlook, Remains Stable RATINGS RATIONALE Titan's ratings reflect the company's moderately high financial leverage, exposure to cyclical end markets, and adequate liquidity subject to periods of negative free cash flow. Titan's operating performance is heavily dependent on demand for new farm and construction equipment and is concentrated with several large customers, although Titan maintains long-standing relationships as a key supplier of tires and wheels. Moody's expects Titan's revenues to increase close to 30% in 2021 as demand for new agricultural and construction equipment remains strong and Titan benefits from higher pricing. Moody's expects revenue growth to continue in 2022, but to moderate to about 5% to 10%. Low inventory levels at dealers, high farm commodity prices, and a historically strong US farmers sentiment provide solid tailwinds for new farm equipment demand. The recovery in Titan's Earthmoving/Construction segment has been more rapid in 2021 than originally anticipated, and Moody's expects construction activity, particularly around infrastructure, to remain strong into 2022. Titan's EBITDA margin has improved substantially in 2021 to about 6.7% for the twelve months ended June 2021 compared to just under 3% in 2020. Significantly higher production volumes, along with structural cost saving actions from prior years, have greatly improved Titan's fixed cost absorption across its manufacturing footprint. In addition, Titan has been able to effectively manage higher raw material costs with negotiated price increases. Labor availability is likely to remain a headwind to production over the next twelve months and could contribute to even further labor cost increases. Nonetheless, Moody's expects Titan to maintain an EBITDA margin of at least 6% through 2022. Moody's expects Titan's debt/EBITDA to improve to below 5x in 2022 (5.4x end of June 2021), which is reflective of the very favorable demand environment currently. Titan's financial leverage is highly sensitive to the cyclicality of its end markets, and debt/EBITDA was previously above 13x in both 2019 and 2020 when demand dropped materially. Titan's SGL-3 speculative grade liquidity rating reflects adequate liquidity. Moody's expects Titan to maintain a sufficient cash balance ($96 million at June 30, 2021) as well as moderate availability ($59 million available) under its $100 million asset-based (ABL) revolving credit facility. Moody's expects ABL usage to support seasonal working capital needs, particularly during the first quarter, but ABL availability should remain above current levels. Free cash flow is expected to be about breakeven in 2021 and be modestly positive in 2022. As the company invests to support higher sales growth, Titan has demonstrated improved working capital efficiencies with better cash collection and quicker turning inventory. Moody's still expects working capital usage in 2021 and 2022, but the cash outlay is materially lower than prior expectations. Non-core asset sales and divestments were key to Titan's liquidity during 2020. However, Moody's does not anticipate any further divestments, but notes the company likely has remaining assets available for disposal if liquidity needs arise. The stable outlook reflects Moody's expectations for Titan to maintain its improved EBITDA margin and generate positive free cash flow as strong end-market demand persists over the next twelve months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Titan demonstrates improved operating leverage to maintain an EBITDA margin above 7% and generate free cash flow to debt of at least 5%. In addition, Moody's would expect debt/EBITDA to be sustained below 5x in order to contend with a cyclical downturn in its end-markets. The ratings could be downgraded if Titan's earnings are pressured from higher input costs or lower than expected demand that results in financial leverage increasing toward 7x debt/EBITDA. The ratings could also be downgraded if Titan experiences materially negative free cash flow such that cash balances are reduced or borrowing on its credit facilities increases significantly. The principal methodology used in these ratings was Manufacturing published in September 2021. Headquartered in Illinois, Titan (NYSE: TWI) is a manufacturer of wheels, tires, assemblies and undercarriage products for off-highway vehicles. The company serves end markets in the agricultural, earthmoving/construction, and consumer industries. Titan sells its products directly to OEMs as well as in the aftermarket through independent distributors, equipment dealers and distributions centers. The company produces tires primarily under the Titan and Goodyear brand names. For the twelve months ended June 30, 2021, Titan reported revenue of about $1.5 billion. TOWNSQUARE MEDIA: Moody's Affirms B2 CFR & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service affirmed Townsquare Media, Inc.'s B2 Corporate Family Rating and B2 rating for the senior secured notes. The outlook was changed to stable from negative. The affirmation of the CFR and stable outlook reflects Townsquare's recovery from the pandemic and the reduction in leverage to 6x as of Q2 2021 which Moody's expects will continue to decline going forward. Townsquare benefitted from the concentrated exposure to small markets in the U.S. which were less impacted by the pandemic compared to larger markets. In addition, the company produced strong growth from digital services including Townsquare Interactive, Townsquare Ignite, and Townsquare Amped which will support growth going forward. While Townsquare does not currently have a revolving credit facility in place, Moody's expects the company will maintain an adequate liquidity profile supported by $25 million of cash on the balance sheet and $40 million of free cash flow (FCF) as of LTM Q2 2021. Townsquare's speculative grade liquidity (SGL) rating remains unchanged at SGL-3. Outlook Actions: Issuer: Townsquare Media, Inc. Outlook, Changed To Stable From Negative Affirmations: Issuer: Townsquare Media, Inc. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD4) RATINGS RATIONALE The B2 CFR reflects Townsquare's high leverage (6x as of Q2 2021) which Moody's expects will continue to decline as the traditional radio business recovers from the pandemic and digital revenues continue to grow. Notwithstanding the projected growth of the digital portion of Townsquare's business, the radio industry is being negatively affected by the shift of advertising dollars to digital mobile and social media as well as heightened competition for listeners from a number of digital music providers. Secular pressures and the cyclical nature of radio advertising demand have the potential to exert pressure on EBITDA from its radio assets over time. Townsquare's live event business was substantially impacted by the pandemic, but this division accounted for less than 4% of revenue in 2019 following prior asset sales and the division has a largely variable cost structure. Live events have begun to recover in 2021 and Moody's expects revenue from live events will return close to pre-pandemic levels in 2022. Townsquare has leading positions in its markets as well as its growing digital marketing solutions (Townsquare Interactive), digital programmatic advertising platform (Townsquare Ignite), and owned and operated digital brands (Townsquare Amped) that expand its service offering. Moody's expects digital revenue will continue to grow and account for the majority of overall revenue in 2022. Townsquare Interactive service will likely rise as small businesses look to improve their website and digital capabilities, while Townsquare Ignite provides enhanced digital programmatic marketing services to small advertisers. Townsquare has been focused on growing local advertising revenue in small to mid-sized markets and diversifying its revenue stream with digital product offerings. Townsquare operates in smaller markets where competition is limited as most radio broadcasters choose to operate primarily in larger markets. In contrast to traditional radio operators, executive management has diverse media experience and does not come exclusively from legacy broadcasters. Moody's analysis has considered the effect on the performance of advertising revenue from the economic recession in the U.S. and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the coronavirus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under Moody's ESG framework, given the substantial implications for public health and safety. A governance impact that Moody's considers in Townsquare's credit profile is the expectation of a moderately aggressive financial strategy going forward. While Moody's projects Townsquare will be focused on reducing leverage, the company is likely to consider additional acquisitions going forward. Townsquare also used $80 million of cash from the balance sheet to repurchase shares owned by private equity firm Oaktree Capital in Q1 2021, although Moody's does not expect any substantial equity friendly transactions in the near term. Townsquare's liquidity is adequate as reflected in the SGL-3 rating, supported by $25 million of cash on the balance sheet and LTM FCF of $40 million as of Q2 2021, but the company does not currently have a revolving credit facility in place. The prior revolving facility was terminated following the repayment of the term loan in Q1 2021. Moody's projects FCF as a percentage of debt to be in the mid to high single digits in 2021. The quarterly dividend of $2.1 million was eliminated in 2020 and capex declined to $11 million as of LTM Q2 2021, but capex is likely to increase modestly in 2022. Townsquare is not expected to be a full taxpayer in the near term given significant federal NOL's. FCF will likely be used for debt repayment or additional acquisitions to expand Townsquare's digital capabilities. Townsquare is not subject to financial maintenance covenants as the senior secured notes are the only class of debt outstanding and there are no maintenance covenants applicable to the notes. The stable outlook reflects Moody's expectation for a continuation in the recovery in Townsquare's traditional radio business and growth in digital services. While Townsquare will face lower political ad revenue during the second half of 2021, Moody's expect the company's revenue and EBITDA to return close to pre-pandemic levels by the end of 2021 with additional growth in 2022. Moody's projects leverage will decline to the mid 5x range by the end of 2021 and to the 5x range by the end of 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of the ratings could occur if Moody's expected leverage to decline to the low 4x range, as calculated by Moody's, with a good liquidity profile and a percentage of free cash flow to debt ratio of approximately 10%. Positive organic revenue growth and expanding EBITDA margins would also be required in addition to confidence that the financial policies would be disciplined and consistent with a higher rating level. A downgrade of the ratings could occur if Moody's expected leverage to be sustained above 6x due to underperformance, audience and advertising revenue migration to competing media platforms, or ongoing economic weakness. Sustained negative free cash flow or a weakened liquidity profile could also lead to a downgrade. Townsquare Media, Inc. owns and operates 322 radio stations with corresponding websites and applications in 67 small to mid-sized markets. It also operates digital services (Townsquare Interactive, Townsquare Ignite, and Townsquare Amped). Headquartered in Purchase, NY and founded in 2010, the company represents an acquisition roll up of small to mid-sized market stations. Townsquare repurchased the shares of Oaktree Capital Management, L.P. in Q1 2021 which was the controlling shareholder with majority voting power. Townsquare is a publicly traded company listed on the New York Stock Exchange. Net revenue for the last twelve months ended Q2 2021 was $400 million. The principal methodology used in these ratings was Media published in June 2021. TRANS UNION LLC: Moody's Affirms Ba2 CFR Following Neustar Deal --------------------------------------------------------------- Moody's Investors Service affirmed Trans Union, LLC's (the indirect, wholly-owned subsidiary of publicly-traded TransUnion, "TransUnion") Ba2 corporate family rating, as well as the Ba2 rating assigned to its senior secured credit facilities. The probability of default rating was upgraded to Ba2-PD from Ba3-PD. The speculative grade liquidity rating remains SGL-1. The outlook remains stable. The action follows TransUnion's announcement that it has agreed to acquire Neustar, Inc's ("Neustar", B3 negative) marketing, risk and communications solutions businesses for $3.1 billion in cash. TransUnion plans to issue a new senior secured term loan B-6 to source the cash needed to close the acquisition, which is expected to occur by the end of 2021. A group of lenders has committed to the new term loan, which will fund when the acquisition closes. RATINGS RATIONALE "The Neustar acquisition will almost double TransUnion's debt burden, but the company should be able to reduce financial leverage as measured by debt to EBITDA down toward 4.0 times by the end of 2022 through both profit expansion and debt repayment, leading to the affirmation of the Ba2 CFR," said Edmond DeForest, Moody's Senior Vice President. DeForest continued: "The upgrade of the PDR to Ba2-PD from Ba3-PD reflects the addition of the large new term loan, which is not subject to financial maintenance covenants." All financial metrics cited reflect Moody's standard adjustments. Moody's estimates that TransUnion's debt to EBITDA will increase from 2.9 times as of June 30, 2021 to 5.1 times pro forma for acquisition and new financing. The acquisition will bolster TransUnion's product capabilities within its marketing, fraud and communications business lines in the US, but integration risks will be elevated over the next 12 months. While TransUnion has had a history of growing via debt-funded acquisitions, the company has also shown an ability to reduce financial leverage quickly. Should TransUnion become more aggressive by using debt to fund additional acquisitions and pursue shareholder friendly financial policies before financial leverage returns to below 4.5 times, there could be downward ratings pressure. The Ba2 CFR additionally reflects TransUnion's growing earnings diversity and Moody's expectations for good organic growth in adjusted EBITDA of about 15% over the next 12 to 18 months. TransUnion's credit profile is supported by its sustainable market position as one of the three principal consumer credit bureaus in the US with high barriers to entry. The company's recent performance has benefited from the strong consumer borrowing trends and a significant portion of its revenues are driven by the demand for information solutions by its customers related to new marketing and customer acquisition activity. TransUnion's critical role in consumer finance and its possession of large amounts of consumer private data increase regulatory and information security risks. The SGL-1 liquidity rating reflects TransUnion's very good liquidity profile over the next 12 to 15 months primarily reflecting its cash balances of $526 million as of June 30, 2021, Moody's expectations for $500 million of free cash flow (before transaction-related expenses) and full availability under its $300 million revolving credit facility, which matures in December 2024. Moody's expects TransUnion will have wide headroom under financial covenants applicable to its revolver and series A term loan; the financial covenants do not apply to the series B-5 term loan and the new B-6 term loan. The stable outlook reflects Moody's expectations for debt to EBITDA to decline to around 4.0 times by the end of 2022 and free cash flow as percentage of debt to grow from about 8% in 2021 to over 10% in 2022. The stable outlook also incorporates Moody's anticipation for a pause in debt-financed acquisitions until financial leverage is reduced to below 4.5 times. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade TransUnion's ratings if the company maintains solid revenue and earnings growth, sustains debt to EBITDA below 3.5 times, maintains free cash flow approaching the mid-teens percentages of debt, establishes a track record of conservative financial policies and gains additional financial flexibility by reducing the proportion of secured to total debt. Moody's could downgrade Trans Union's ratings if financial strategies become more aggressive and cause debt to EBITDA to be sustained around 4.5 times and free cash flow to remain below 8% of total debt. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. The following rating actions were taken: Issuer: Trans Union, LLC Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) Outlook, Remains Stable TransUnion, based in Chicago, IL, provides consumer credit reports and information and risk management solutions and operates in over 30 countries. Moody's expects 2022 revenue of over $3.0 billion. TRI-WIRE ENGINEERING: Seeks to Hire SSG as Investment Banker ------------------------------------------------------------ Tri-Wire Engineering Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ SSG Advisors, LLC as its investment banker. SSG will render these services: (a) prepare and disseminate a confidential information memorandum (CIM) describing the Debtor, its past performance and prospects; (b) assist with and maintain a data room of necessary and appropriate documents related to the proposed sale; (c) assist with developing a list of potential buyers to be contacted confidentially after approval by the Debtor, and update such list on an on-going basis; (d) coordinate execution of confidentiality agreements for those potential buyers who wish to review the CIM; (e) solicit competitive offers from potential buyers; (f) advise and assist the Debtor in structuring the proposed sale; and (g) assist the Debtor and other estate professionals as necessary to pursue and consummate the proposed sale and to address related case administration matters. SSG will be compensated as follows: (a) An initial fee of $25,000. (b) Monthly fees of $25,000 payable beginning August 15, 2021 and on the 15th of each month. (c) Upon the closing of the proposed sale to any party, where the total consideration is greater than $5,000,000, SSG shall be entitled to a fee equal to the greater of (a) $400,000 or (b) 2.75 percent of the total consideration. In the event the total consideration is less than $5,000,000, SSG shall be entitled to a modified sale fee of $250,000. (d) Reimbursement of expenses incurred. Teresa Kohl, a managing director at SSG Advisors, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Teresa C. Kohl SSG Advisors, LLC Five Tower Bridge, Suite 420 300 Barr Harbor Drive West Conshohocken, PA 19428 Telephone: (610) 940-9521 Email: tkohl@ssgca.com About Tri-Wire Engineering Solutions Tri-Wire Engineering Solutions, Inc. -- https://www.triwire.net/ -- provides installation, construction, maintenance and other technical support services to cable and telecommunications companies throughout North America. It was formed in 1999 and is headquartered in Tewksbury, Mass. Tri-Wire sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 21-11322) on Sept. 13, 2021, disclosing up to $10 million in assets and up to $50 million in liabilities. Ruben V. Klein, president of Tri-Wire, signed the petition. The Debtor tapped Casner & Edwards LLP as legal counsel, SSG Advisors LLC as investment banker, and Gentzler Henrich & Associates LLC as financial advisor and turnaround consultant. TRI-WIRE ENGINEERING: Seeks to Tap Casner & Edwards as Counsel -------------------------------------------------------------- Tri-Wire Engineering Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Casner & Edwards, LLP to serve as legal counsel in its Chapter 11 case. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its properties; (b) prepare legal papers; (c) appear in, and protect the interests of the Debtor before this bankruptcy court; (d) pursue court approval of and consummation of the proposed sale; (e) represent the Debtor in litigation matters before this court; and (f) perform all other legal services for the Debtor which may be necessary and proper in its Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: Partners $425 - $585 per hour Associates $290 - $405 per hour Paralegals $215 - $250 per hour In addition, the firm will seek reimbursement for expenses incurred. During the year prior to the petition date, the firm received $267,833 from the Debtor for services rendered or to be rendered in connection with its Chapter 11 case. Michael Goldberg, Esq., a partner at Casner & Edwards, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael J. Goldberg, Esq. Casner & Edwards, LLP 303 Congress Street Boston, MA 02210 Telephone: (617) 426-5900 Email: goldberg@casneredwards.com About Tri-Wire Engineering Solutions Tri-Wire Engineering Solutions, Inc. -- https://www.triwire.net/ -- provides installation, construction, maintenance and other technical support services to cable and telecommunications companies throughout North America. It was formed in 1999 and is headquartered in Tewksbury, Mass. Tri-Wire sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 21-11322) on Sept. 13, 2021, disclosing up to $10 million in assets and up to $50 million in liabilities. Ruben V. Klein, president of Tri-Wire, signed the petition. The Debtor tapped Casner & Edwards LLP as legal counsel, SSG Advisors LLC as investment banker, and Gentzler Henrich & Associates LLC as financial advisor and turnaround consultant. TRIUMPH HOUSING: Unsecureds to Share Pro Rata of Residual Funds --------------------------------------------------------------- Triumph Housing Management, LLC, filed a Third Amended Chapter 11 Plan and accompanying Disclosure Statement. The Debtor's Plan provides for an initial distribution shortly after confirmation from cash on hand (projected at $700,000 at the time of distributions), plus annual distributions to be made based on the annual payment received from Weller Workforce, LLC (if any). Additionally, in the event that any of Debtor's legal claims are successful, including claims against AmWINS Brokerage of Alabama, LLC and The Cone Company, Inc., then Debtor will distribute such funds as outlined in the Plan. Debtor remains involved in litigation seeking to recover funds from insurance agents, with its suit against Cone and AmWINS resuming in the District Court for the Northern District of Georgia now that Debtor prevailed on appeal in the Eleventh Circuit. Priority unsecured tax claims in Class 1 of the Internal Revenue Service total $400. Unsecured claims of insurance premium contributors in Class 2 relate to creditors who provided insurance premium payments that were the subject of pre-petition litigation and a pre-petition settlement between Debtor and General Star Indemnity Company. The Debtor contends that no priority treatment is appropriate for claims of the Premium Contributors. The Debtor said it has sufficient unencumbered funds on hand to pay all anticipated administrative expenses, without use of funds to which parties who paid insurance premiums might assert a claim. Non-priority General unsecured claims in Class 3 will be paid, on a pro-rata basis, any remaining funds after distribution of funds to Classes 1 and 2 and any administrative expenses. In order to preserve as much money as possible for payments to creditors from Debtor's existing cash on hand, the Plan provides that Debtor is also authorized to enter into a contingency fee agreement for pursuit of the litigation against AmWINS and Cone, pursuant to which Debtor's counsel would be paid on a sliding scale tied to how far the litigation has progressed at the time of settlement or recovery, with specific percentages of contingency fee. A copy of the Disclosure Statement is available for free at https://bit.ly/3jVZMdA from PacerMonitor.com. Counsel for the Debtor: Michael D. Robl, Esq. Robl Law Group LLC 3754 Lavista Road, Suite 250 Tucker, GA 30084 Telephone: (404) 373-5153 Facsimile: (404) 537-1761 E-mail: michael@roblgroup.com About Triumph Housing Management Triumph Housing Management, LLC, a real estate service provider based in Atlanta, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-65578) on April 15, 2020. The petition was signed by Alex Hertz, its manager. At the time of the filing, the Debtor disclosed total assets of $877,090 and total liabilities of $8,074,355. Judge Jeffery W. Cavender oversees the case. The Debtor tapped Robl Law Group LLC as its counsel. UFS HOLDINGS: S&P Downgrades ICR to 'CCC-' on Imminent Maturities ----------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on UFS Holdings Inc. to 'CCC-' from 'CCC'. S&P said, "At the same time, we lowered our rating on the company's revolver and first-lien term loan to 'CCC' from 'CCC+' and our rating on its second-lien term loan to 'C' from 'CC'. Our '2' (rounded estimate: 70%) recovery rating on the revolver and first-lien loan and '6' (rounded estimate: 5%) recovery rating on the second-lien loan are unchanged. "The negative outlook reflects that we could lower our rating on UFS if the company does not meaningfully extend its maturities, defaults, or announces a distressed exchange or restructuring. "The ratings downgrade reflects the greater likelihood that UFS will not meet its maturities or financial commitments in a timely manner and the company will likely default on its obligations or engage in a transaction we view as distressed. Over the past few quarters, UFS has had some success in negotiating temporary financial relief from its lenders. The company obtained waivers for a limited period from its lenders in order to avoid breaching its financial covenant requirements. We believe a default scenario is imminent unless UFS is able to extend or pay off its maturities, address its covenant issues, and meaningfully improve liquidity for a significant duration. "UFS remains susceptible to market downturns and has a relatively small scale of operations. Our assessment of UFS Holdings' business position reflects some customer concentration and the niche industry segments in which it operates. These weaknesses are partially offset by its solid EBITDA margins. The company is the market share leader in the niche solution-dyed nylon industry, in which it primarily serves the carpet, apparel, military, and industrial end markets. We forecast relatively weak pricing power within the industry. "Our financial risk assessment of UFS reflects our expectation that debt to EBITDA will remain unsustainable, approaching double-digit percentages, over the next 12 months. We expect funds from operations (FFO) to debt of 5%-10% and slightly negative free cash flow generation over the next 12 months. "The negative outlook reflects the likelihood that we will lower the rating further if the company does not address its imminent maturities in a timely manner. The company's operating performance is not strong enough to have an impact on liquidity and cannot generate significant cash required to pay down unsustainable levels of debt, which makes refinancing difficult. "We could lower our ratings if UFS defaults or announces an exchange that we view as distressed or we believe it will be unable to negotiate further relief on its covenants and extend its maturities. "We could raise our ratings on UFS if it successfully negotiates with its lenders to pay off or extend the maturities on its revolver and first-lien term loan in a meaningful manner and this negotiation does not result in a transaction that we view as a distressed exchange." VERDANT HOLDINGS: Seeks to Hire Cunningham as Legal Counsel ----------------------------------------------------------- Verdant Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Cunningham, Chernicoff & Warshawsky, P.C. to serve as legal counsel in its Chapter 11 case. The firm's services include: a. giving the Debtor legal advice regarding its powers and duties in the continued operation of its business and management of its property; b. preparing legal papers; and c. performing all other legal services for the Debtor, which may be necessary. The firm's hourly rates are as follows: Robert E. Chernicoff $400 per hour Partners $200 to $350 per hour Associate Attorneys $150 to $200 per hour Law Clerks & Paralegals $100 to $175 per hour Cunningham received a general pre-bankruptcy retainer of $16,682. Robert Chernicoff, Esq., a shareholder of Cunningham, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert E. Chernicoff, Esq. Cunningham, Chernicoff & Warshawsky, P.C. 2320 North Second Street Harrisburg, PA 17110 Tel: (717) 238-6570 Fax: 717-238-4809 About Verdant Holdings LLC Carlisle, Pa.-based Verdant Holdings, LLC filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Penn, Case No. 21-01938) on Sept. 2, 2021, disclosing up to $50 million in assets and up to $10 million in liabilities. David Goldsmith, managing director, signed the petition. Judge Henry W. Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky, P.C. represents the Debtor as legal counsel. VILLAGIO CARLSBAD: Court Issues Tentative Ruling on Disclosures --------------------------------------------------------------- Judge Margaret M. Mann entered a tentative ruling on the request of Villagio Carlsbad Cottages LLC to approve its First Amended Disclosure Statement explaining the Debtor's Chapter 11 Plan. Judge Mann disclosed that the Acting U.S. Trustee; Virginia Capital LLC (VC); Flagship Real Estate Group; and Sunwest Bank objected to the Debtor's Disclosure Statement. The Court agreed with the parties' objections and disclosed additional concerns regarding the Debtor's Plan. In its Plan, the Debtor proposes to sell or refinance its multiple-unit rental real property located at 3044 State Street, Carlsbad, California. VC had signed a contract to buy the Property, as to which Court approval had not been sought, and asserts rights in the Property under its unapproved contract but did not file a secured claim. Although Debtor claims the sales proceeds under the contract would be sufficient to pay the Bank and render the estate solvent, no capital gains tax is provided for in the Plan. The Debtor's consistent references a 1031 tax deferred exchange, however, suggests that the tax consequences are significant, Judge Mann said. The Court told the Debtor to clarify the basis of the capital gain on the sale, as well as the basis for proceeds if there is no 1031 exchange. In addition, the Debtor was directed to address the Court's other questions, such as: (i) the reason why the sale is not subject to overbid, since another offer was for a higher price; and (ii) whether or not VC and Flagship even have claims if their transactions are not approved. The Debtor must address all of these issues or the Plan cannot be approved, the Court pointed out. The Debtor has agreed to rectify the paucity of disclosure regarding the potential sale to VC and the related risks involved, as well as disclosures pertaining to the liquidation analysis, the requirements of the U.S. Trustee, the marketing of the Property and the infeasible and inconsistent sale dates found in the Plan. A copy of the tentative ruling is available for free at https://bit.ly/2X5P2jV from PacerMonitor.com. About Villagio Carlsbad Cottages LLC Villagio Carlsbad Cottages LLC sought Chapter 11 protection (Bankr. S.D. Cal. Case No. 21-01116) on March 23, 2021. On the Petition Date, the Debtor estimated up to $50,000 in both assets and liabilities. The Debtor's bankruptcy was filed in an effort to stall the foreclosure of a mortgaged property. As the foreclosure sale was approaching, the Debtor aggressively attempted, and received Court approval, to obtain financing in order to resolve the secured creditor's claim. The secured creditor, however, would not stall the sale, resulting to the bankruptcy case being filed just before the foreclosure. Russell Bennett, manager, signed the petition. Judge Margaret M. Mann presides over the case. VC Law Group, LLP, is the Debtor's counsel. W.R. GRACE: 3rd Circuit Remands Chapter 11 Insurer Liability Query ------------------------------------------------------------------ Vince Sullivan of Law360 reports that the Third Circuit panel on Wednesday, September 15, 2021, remanded a case involving insurers of the reorganized W. R. Grace & Co. and whether they can be held liable for asbestos injuries incurred by workers at the company's Montana asbestos mining facility. In its decision, the three-judge panel vacated a Delaware bankruptcy judge's prior opinion on issues surrounding the applicability of a liability shield for insurers Continental Casualty Co. and Transportation Insurance Co., saying the lower court did not properly apply an analysis framework to determine the nature of the services provided by the insurers to the company. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. W.R. Grace & Co. and its debtor affiliates notified the U.S. Bankruptcy Court for the District of Delaware that they have satisfied or waived conditions to the occurrence of the effective date of the First Amended Joint Plan of Reorganization co-proposed by the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative, and the Official Committee of Equity Security Holders. The effective date of the Plan occurred on Feb. 3, 2014. WC 717 N HARWOOD: Has Interim Cash Collateral Access Thru Sept. 30 ------------------------------------------------------------------ WC 717 N Harwood Property asked the U.S. Bankruptcy Court for the Western District of Texas to authorize the use of cash collateral, consisting of cash balances in its General Account, to pay for necessary operating expenses, according to the budget through September 30, 2021, or alternatively, that it be permitted to transfer funds in the General Account to its DIP account. The budget through September 30, 2021 provided for $908,347 in total operating expenses and $584,157 in total debt service and escrows. Noteholder, SKW - B Acquisitions Seller J, LLC, as successor in interest to JPMorgan Chase, asserts an interest in the cash collateral. The Debtor acknowledges that, as of the Petition Date, it owed the Noteholder $74,231,017 (plus interest, fees, and costs) on account of a prepetition Loan Agreement and a first lien note, secured by a deed of trust, that the Noteholder acquired from JPMorgan Chase. The Loan was obtained in 2014 to acquire the Debtor's principal asset, consisting of approximately one-acre tract of real property, improved by a class A, 34-story office building located in the downtown Dallas, Texas (the Property). The Debtor increased its borrowing in 2019 to refinance the Property. As adequate protection, the Debtor proposed that the Noteholder will be granted a replacement lien of the same extent, validity and priority as its prepetition liens in its collateral, solely to the extent that prepetition cash collateral is used. As additional adequate protection, the Debtor proposed to deposit into escrow funds held by the Noteholder in amounts equal to 1/12 of the estimated real property taxes for the Property, as well as escrow for annual insurance premiums thereon. The Debtor also agreed not to terminate or revise its Management Agreement with Colliers International concerning management of the Property. The Debtor has agreed, beginning September 1, 2021, to pay amounts equal to the monthly interest otherwise payable on the loan. A copy of the motion is available for free at https://bit.ly/3EfQ9yq from PacerMonitor.com. * * * Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas granted the motion, on an interim basis, allowing the Debtor to use cash collateral according to the budget. A copy of the interim order is available for free at https://bit.ly/3ChWTtX from PacerMonitor.com. About WC 717 N Harwood Property Austin, Texas-based WC 717 N Harwood Property, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 21-10630) on Aug. 3, 2021, listing up to $500 million in assets and up to $100 million in liabilities. Natin Paul, authorized representative, signed the petition. Judge Tony M. Davis oversees the case. The Debtor tapped Fishman Jackson Ronquillo, PLLC as legal counsel. WEST COAST: Seeks to Hire Downing & Caba as Accountant ------------------------------------------------------ West Coast Agricultural Construction Company seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Downing & Caba, LLC as its accountant. The Debtor needs the assistance of an accountant in the preparation of its 2015 monthly financial and operating reports, tax return and other financial documents necessary for its Chapter 11 case. The hourly rates of the firm's professionals are as follows: Tim Downing $315 per hour Jeannie Ryall $210 per hour Tim Downing, a member of Downing & Caba, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tim Downing, CPA Downing & Caba, LLC 5933 NE Win Sivers Dr., Suite 102 Portland, OR 97220 Telephone: (503) 257-9611 Email: tim@downingcaba.com About West Coast Agricultural Construction Salem, Ore.-based West Coast Agricultural Construction Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 21-61099) on June 24, 2021, listing as much as $10 million in both assets and liabilities. Brandt N. Hayden, president of West Coast Agricultural Construction Company, signed the petition. Judge David W. Hercher oversees the case. The Debtor tapped Ted A. Troutman, Esq., at Troutman Law Firm, PC as legal counsel and Downing & Caba, LLC as accountant. XPLORNET COMMUNICATIONS: S&P Rates New First-Lien Debt 'B-' ----------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Xplornet Communications Inc.'s (XCI) proposed first-lien debt, consisting of a C$150 million revolving credit facility (RCF) and seven-year U.S.-dollar term loan (equivalent of C$1.175 billion); and its 'CCC' issue-level rating and '6' recovery rating to the company's proposed eight-year, second-lien term loan (equivalent of C$350 million). The '3' recovery rating on the first-lien debt indicates its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery, and its '6' recovery rating on the second-lien debt indicates its expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of default. Net proceeds, along with about C$52 million of equity from Stonepeak Infrastructure Partners, will be used to repay the existing first-lien term loan and borrowings under the RCF, fund spectrum auction spend (about C$175 million), fund tuck-in acquisitions, and for other general corporate purposes. Pro forma the transaction, Xplornet's debt to EBITDA (S&P Global Ratings' adjusted) will increase to about 6.7x compared with 5.5x as of June 30, 2021, reflecting the spending on 3.5GHz spectrum. S&P said, "Nevertheless, we view the investments important to ongoing business operations, especially fixed wireless expansion and increasing market penetration. We expect leverage will remain in the 6.0x-6.5x range through 2022." ISSUE RATINGS—RECOVERY ANALYSIS Key analytical factors: -- S&P rates the first-lien debt (RCF and term loan) 'B-', with a '3' recovery rating, indicating meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. At the same time, S&P rates the second-lien debt 'CCC', with a '6' recovery rating, indicating its expectation of negligible (0%-10%; rounded estimate: 0%) recovery. -- S&P's simulated default scenario incorporates an assumed default in 2023 owing to the company's operational underperformance, which would contribute to weaker cash flow. -- S&P assumes Xplornet would reorganize or be sold as a going concern as opposed to being liquidated. As a result, S&P assumes none of the leases is rejected. -- S&P said, "We value the company based on an EBITDA multiple approach using a 5.5x multiple of our projected emergence EBITDA. We view Xplornet as weaker than peers given its smaller scale and breadth of services, and operations in less dense rural markets. Hence, we have used a lower 5.5x multiple to reflect its weaker competitive position compared with the industry average of 6x." Simulated default assumptions: -- Simulated year of default: 2023 -- Adjusted EBITDA at emergence: C$145 million -- EBITDA multiple: 5.5x -- Gross enterprise value: C$800 million Simplified waterfall: -- Net enterprise value (after 5% administrative costs): C$757 million -- Estimated first-lien claim: C$1.32 billion -- Value available for first-lien claim: C$757 million --Recovery range: 50%-70% (rounded estimate: 55%) -- Estimated second-lien claim: C$366 million -- Value available for second-lien claim: C$0 --Recovery range: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. YC ATLANTA: Unsecureds to Be Paid in Full in Settlement Plan ------------------------------------------------------------ YC Atlanta Hotel LLC and YC Fernley Hotel LLC submitted a Plan and a Disclosure Statement. This Plan provides that the Allowed Claims of Debtors' creditors will be paid in full and incorporates a settlement between the Debtors, on the one hand, their largest secured creditors (Access Point Financial LLC and APF-CRE I, LLC), on the other hand. YCF's sole asset is its 100% membership interest in YCA, which operates the hotel. As of the Effective Date, YCF estimates that, absent the Settlement Agreement, the value of the LLC Interest is $0.00 because (i) its value is determined based on the assets and liabilities of YCA, its subsidiary, and (ii), as alleged by the Debtors, without the Settlement Agreement, the amount of YCA's liabilities as of the Effective Date exceeds the value of YCA's assets. YCA's assets consisted of the following, with all values reflecting the YCA's opinion of value of as of the Petition Date per the Amended Schedules and totaling $7,936,412.11: * Cash and Deposits: $38,724.47 * Accounts Receivable: $69,466.56 * Vehicles: $16,022.00 * Hotel – Personal Property: $920,000.00 * Hotel – Real Property: $6,280,000.00 * Choice Hotel Franchise: Value Unknown * Claims Against Affiliates: $244,709.00 * Property Improvement Plan (PIP) Reserve with APF: $253,948.08 * Mortgage Loan Insurance Escrow with APF: $113,542.00 The Plan will treat claims as follows: Class 4 – Allowed Unsecured Administrative Convenience Class Claims of $12,000 or Less (including those who opt-into Class 4). Class 4 includes the Allowed Unsecured Administrative Convenience Class Claims of $12,000 or Less and is estimated to total $63,006.94 as of the Effective Date. Holders of Allowed Unsecured Claims in Class 5 may elect to be included in Class 4. Reorganized Debtor YCA shall satisfy such Allowed Class 4 Unsecured Claims by paying, within 60 days after the Effective Date, the holders of Class 4 Unsecured Claims, with interest at the Plan Interest – Unsecured rate the lesser of (i) the amount of each holder's Allowed Unsecured Claim and (ii) $12,000. Each holder of an Allowed Unsecured Claim in Class 5 who elects to be included in Class 4 in lieu of receiving the treatments provided in Class 5 agrees, as a condition of electing to be included in Class 4, that such holder's payment under Class 4, like the other payment recipients in Class 4, shall be in full satisfaction of all Claims of the holder against Debtors and the Reorganized Debtors. Class 4 is impaired. Class 5 – Allowed Claims of General Unsecured Creditors (other than Allowed Unsecured Claims included in Classes 4 and 6). Holders of Allowed Class 5 Unsecured Claims may elect to be included in Class 4. Reorganized Debtor YCA shall pay each of the holders of an Allowed Class 5 Unsecured Claim who does not elect to be included in Class 4 by (i) making annual payments of principal and interest at the Plan Interest – Unsecured rate to each such Holder and (ii) making a balloon payment to each such Holder for the remaining amount of each such Holder's Class 5 Unsecured Claim on the first day of the 24th month after the Effective Date. The Class 5 Unsecured Claims may be pre-paid in whole or part at any time, without penalty. Class 5 is impaired. The funds required for implementation of this Plan and the distributions under the Plan shall be provided from (i) revenues from the regular operation of Reorganized Debtor YCA; (ii) repayment of obligations owing to Reorganized Debtor YCA by its affiliates; (iii) equity infusions and the like from the Reorganized Debtors' principals, Baldev S. Johal and Balbir S. Gosal, on an as needed basis; and (iv) the purchase of an 80% direct or indirect interest in YCA for $4,400,000.00 by Nachhater Singh or his assign. Counsel to the Debtors: Ward Stone, Jr. David L. Bury, Jr. Thomas B. Norton Stone & Baxter, LLP Suite 800, 577 Mulberry Street Macon, Georgia 31201 A copy of the Disclosure Statement dated September 8, 2021, is available at https://bit.ly/3k1xXjQ from PacerMonitor.com. About YC Atlanta Hotel YC Atlanta Hotel, LLC, a hotel owner and operator in College Park, Ga., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-50964) on February 3, 2021. Baldev Johal, the managing member, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $50 million. Judge Barbara Ellis-Monro oversees the case. The Debtor tapped Stone & Baxer LLP as legal counsel and GGG Partners LLC as financial advisor. Christopher Tierney is the examiner appointed in the Debtor's Chapter 11 case. The examiner tapped Eric J. Breithaupt, Esq., at Stites & Harbison, PLLC and Moore Colson & Company, P.C. as legal counsel and forensic accountant, respectively. ZEFNIK LLC: Court Grants Preliminary Approval on Disclosures ------------------------------------------------------------ Judge Mark A. Randon has entered an order granting preliminary approval of the Disclosure Statement of Zefnik, LLC. The hearing on objections to final approval of the adequacy of the information in the disclosure statement and confirmation of the plan shall be held on October 25, 2021, at 11:00 a.m. before the Honorable Mark A. Randon. The deadline to return ballots on the plan, as well as to file objections to final approval of the adequacy of the information in the disclosure statement and objections to confirmation of the plan is October 18, 2021. About Zefnik LLC Zefnik, LLC, is a Michigan limited liability company. Zef Nikprelaj is the sole member. Zefnik, LLC, a Rochester, Mich.-based company, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 21-44889) on June 7, 2021. Zef Nikprelaj, authorized representative, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Judge Mark A. Randon oversees the case. Osipov Bigelman, P.C. represents the Debtor as legal counsel. [^] BOOK REVIEW: Oil Business in Latin America: The Early Years --------------------------------------------------------------- Author: John D. Wirth Ed. Publisher: Beard Books Softcover: 282 pages List price: $34.95 Review by Gail Owens Hoelscher Buy a copy for yourself and one for a colleague on-line at http://is.gd/DvFouR This book grew out of a 1981 meeting of the American Historical Society. It highlights the origin and evolution of the state-owned petroleum companies in Argentina, Mexico, Brazil, and Venezuela. Argentina was the first country ever to nationalize its petroleum industry, and soon it was the norm worldwide, with the notable exception of the United States. John Wirth calls this phenomenon "perhaps in our century the oldest and most celebrated of confrontations between powerful private entities and the state." The book consists of five case studies and a conclusion, as follows: * Jersey Standard and the Politics of Latin American Oil Production, 1911-30 (Jonathan C. Brown) * YPF: The Formative Years of Latin America's Pioneer State Oil Company, 1922-39 (Carl E. Solberg) * Setting the Brazilian Agenda, 1936-39 (John Wirth) * Pemex: The Trajectory of National Oil Policy (Esperanza Duran) * The Politics of Energy in Venezuela (Edwin Lieuwen) * The State Companies: A Public Policy Perspective (Alfred H. Saulniers) The authors assess the conditions at the time they were writing, and relate them back to the critical formative years for each of the companies under review. They also examine the four interconnecting roles of a state-run oil industry and distinguish them from those of a private company. First, is the entrepreneurial role of control, management, and exploitation of a nation's oil resources. Second, is production for the private industrial sector at attractive prices. Third, is the integration of plans for military, financial, and development programs into the overall industrial policy planning process. Finally, in some countries is the promotion of social development by subsidizing energy for consumers and by promoting the government's ideas of social and labor policy and labor relations. The author's approach is "conceptual and policy oriented rather than narrative," but they provide a fascinating look at the politics and development of the region. Mr. Brown provides a concise history of the early years of the Standard Oil group and the effects of its 1911 dissolution on its Latin American operations, as well as power struggles with competitors and governments that eventually nationalized most of its activities. Mr. Solberg covers the many years of internal conflict over oil policy in Argentina and YPF's lack of monopoly control over all sectors of the oil industry. Mr. Wirth describes the politics and individuals behind the privatization of Brazil's oil industry leading to the creation of Petrobras in 1953. Mr. Duran notes the wrangling between provinces and central government in the evolution of Pemex, and in other Latin American countries. Mr. Lieuwin discusses the mixed blessing that oil has proven for Venezuela, creating a lopsided economy dependent on the ups and downs of international markets. Mr. Saunders concludes that many of the then-current problems of the state oil companies were rooted in their early and checkered histories." Indeed, he says, "the problems of the past have endured not because the public petroleum companies behaved like the public enterprises they are; they have endured because governments, as public owners, have abdicated their responsibilities to the companies." John D. Wirth was Gildred Professor of Latin American Studies at Stanford University. He died in June 2002 in Toronto. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***