/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240119.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, January 19, 2024, Vol. 28, No. 18 Headlines 1908 BED: Craig Geno Named Subchapter V Trustee 465 BOSTON STREET: Seeks to Hire Servicios Multiples as Accountant 818 REAL ROAD: Voluntary Chapter 11 Case Summary 9301 CHEROKEE: Hires Douglas Elliman as Real Estate Broker ABERDEEN ENTERPRISES: Hires Concierge Auctions as Auctioneer ACCLIVITY ANCILLARY: Howley Law Represents Ad Hoc Committee ACCLIVITY ANCILLARY: Plan Offers Options to Creditor-Investors ACCLIVITY ANCILLARY: Seeks Conditional Approval of Disclosures ALACRITY HOLDINGS: Court Approves Disclosure Statement ALASKA LOGISTICS: Responds to Banner Objection, Says Plan Feasible ALASKA LOGISTICS: Unsecureds Unimpaired in Debtor's Plan ATHERSYS INC: Court OKs $2.250 MM DIP Loan from Healios AUDACY INC: Seeks Approval to Hire Ordinary Course Professionals BELK INC: S&P Stays 'CCC-' Issuer Credit Rating on M&G Assessment BLACK PRESS: Enters Into Support Agreement to Facilitate Sale BLACKBERRY LTD: First Trust, 2 Others Report 5.77% Equity Stake BLUE STAR: Registers 19.9M Shares For Potential Resale BRIGHTSTAR PROPERTY: Wins Cash Collateral Access Thru Feb 14 C.W. KELLER: Unsecureds to Get Share of Liquidating Trust CAN B CORP: Seeks More Time in Injunction Case vs Arena CANO HEALTH: Holds 54.2% of MSP Recovery's Class A Common Stock CANO HEALTH: ITC, Elliot Cooperstone Hold 23% of Class A Shares CAROLINA PANEL: Ordered to File Plan and Disclosures by April 3 CARVANA CO: Units Commit to Purchase $4B of Finance Receivables CENTRAL LOAN: Available Cash & Asset Sale Proceeds to Fund Plan CHICKEN SOUP: Suspends Series A Preferred Stock Dividends CHRISTONE DISTRIBUTION: Amends Marcus & Mulligan Secured Claims Pay CINEMARK HOLDINGS: Orbis Investment, Allan Gray Hold 10.1% Stake CITADEL OF PRAISE: Voluntary Chapter 11 Case Summary CITY BREWING: Eaton Vance EFR Marks $685,000 Loan at 26% CNT HOLDINGS: S&P Affirms 'B' Rating on First-Lien Term Loan CONGREGATION BNAI: Hires Till Law Group as Bankruptcy Counsel CONSTELLATION AUTOMOTIVE: PGIM Marks GBP1.02MM Loan at 18% CORE SCIENTIFIC: Bankruptcy Court Confirms Chapter 11 Plan CORNER LOUNGE 1: Seeks to Hire Ronald Paltrowitz as Legal Counsel CORRELATE ENERGY: Appoints New CFO, Board Members CPC ACQUISITION: Eaton Vance EFR Marks $674,000 at 21% CURRENT ENERGY: Voluntary Chapter 11 Case Summary DBA TRANSPORTATION: Court OKs Cash Collateral Access Thru Feb 20 DBA TRANSPORTATION: Seeks to Hire Bedrock Business as Accountant DELIVUK TRANSPORTATION: Case Summary & One Unsecured Creditor DIAMOND SPORTS: Enters Into Confidentiality Agreements DIAMOND SPORTS: Enters Into Plan Deal With Creditor Groups DIAMOND SPORTS: PGIM Marks $247,000 Loan at 62% DIOCESE OF ROCKVILLE: Associated Int'l Has Issues w/ Modified Plan DIOCESE OF ROCKVILLE: Lexington Also Objects to Modified Plan DIOCESE OF ROCKVILLE: LMI Says Modified Plan Not Confirmable DLOUX PROPERTIES: Court Confirms Sale Plan EGAE LLC: Feb. 14 Hearing on Disclosure Statement EMCORE CORP: Bradley L. Radoff Reports 7.7% Stake as of Jan. 10 ENCO PROPERTIES: Seeks to Hire James K. Jopling as Attorney ENDO INTERNATIONAL: Scheme to Operate Parallel With Plan ENTXAR ELLOPROP: Seeks to Hire David T. Cain as Legal Counsel ENVIVA INC: Skips $24.4 Million Senior Notes Interest Payment ENVY ME WEIGHT: U.S. Trustee Appoints Thomas Mackey as PCO ESTUARY OYSTERS: Seeks to Hire Michael H. Moody Law as Counsel ESTUARY OYSTERS: Seeks to Hire Weeks Group as Auctioneer ETTA SCOTTSDALE: Voluntary Chapter 11 Case Summary FAIRPORT BAPTIST: PCO Says Patient Care Remains Stable FAT DADDY: Wins Cash Collateral Access Thru Feb 20 FENEX FITNESS: Seeks to Hire Neeleman Law Group as Legal Counsel FITNESS INTERNATIONAL: S&P Upgrades ICR to 'B', Outlook Stable FREEMANVILLE LIFEHOPE: Unsecureds Will be Paid in Full in Plan FROGGY FLATS: Ordered to File Amended Disclosures by Jan. 19 GOLDEN SEAHORSE: Perkins Coie Files Rule 2019 Statement GREENUP INDUSTRIES: Court OKs Cash Collateral Access Thru Feb 28 GUZZINO LEASING: Lucy Sikes Named Subchapter V Trustee HAGUE MEDICAL: Case Summary & Two Unsecured Creditors HARBOR CUSTOM: Court OKs Cash Collateral Access Thru Feb 14 HARRIS ENERGY: Class 6 Unsecureds to Get 100% Under Plan HAVRE EAGLES: Court Finally Approves Disclosure Statement HOUSE OF DEAR: Katharine Battaia Clark Named Subchapter V Trustee HUDSON 888 OWNER: Court OKs Cash Collateral Access Thru Feb 7 HUMANIGEN INC: U.S. Trustee Appoints Creditors' Committee IAP WORLDWIDE: Eaton Vance EFR Marks $391,000 at 24% ICR GROUP: Gerard Luckman of Forchelli Named Subchapter V Trustee INTEGRITY TIRE: Seeks to Hire Hiller Law as Bankruptcy Counsel JBM SPECIALTIES: Seeks to Hire Lain Faulkner & Co as Accountant JERSEY WHOLESALE: Seeks to Hire Giordano Halleran as Attorney JLK CONSTRUCTION: Gen. Unsecureds Owed $5.5M to Get 5% of Claims JUDSON COLLEGE: Bondholders Tap Globic Advisors as Claims Agent KDJJ ENTERPRISES: Unsecureds to Get Proceeds from Sale/Refinance KEHE DISTRIBUTORS: S&P Affirms 'B+' ICR on Partial Sponsor Buyout KRISTI'S GROOMING: Unsecureds Will Get 100% of Claims in Plan LEFT TURN: Seeks to Hire Cohne Kinghorn as Bankruptcy Counsel LEFT TURN: Taps John H. Curtis of Rocky Mountain Advisory as CFO LIONS GATE: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable LOCAL 8 INTERNATIONAL: Taps Barnard Iglitzin & Lavitt as Counsel MADISON GLOBAL: Seeks to Hire Dahiya Law Offices as Legal Counsel MATRIX HOLDINGS: S&P Keeps 'D' ICR on New M&G Modifier Assessment MERCON COFFEE: Hires Baker & McKenzie as Bankruptcy Counsel MERCON COFFEE: Seeks to Hire RESOR NV as Special Dutch Counsel MERCON COFFEE: Taps Harve Light of Riveron Management as CRO MERCON COFFEE: Wins Cash Collateral Access Thru Feb 2 MERCY HOSPITAL: PCO Report Raises Concern on Patient Record Access MICROTEK: Seeks to Hire Shirley C. Kamen as Accountant MIRACLE MILE PROPERTIES 2: Seeks to Hire Bankruptcy Counsel MIRACLE MILE PROPERTIES 3: Seeks to Hire Bankruptcy Counsel MIRACLE MILE PROPERTIES 4: Seeks to Hire Bankruptcy Counsel MMEX RESOURCES: Sabby Volatility, 2 Others Acquire 9.99% Stake MOBILE ADDICTION: Court OKs Interim Cash Collateral Access MOBIQUITY TECHNOLOGIES: Sabby Volatility, 2 Others Hold 5.29% Stake MOMEX DINING: Seeks to Hire Hunt Accounting as Accountant MOMEX DINING: Seeks to Hire Peter G. Macaluso as Legal Counsel MOORE ROOFING: Unsecureds to Get Share of Income for 5 Years NELKIN & NELKIN: Seeks to Hire Riker Danzig as Special Counsel NGL ENERGY: S&P Upgrades ICR to 'B' on Extending Maturity Profile NICMAR INDUSTRIES: Hires Dominion Management as Financial Advisor NICMAR INDUSTRIES: Taps Bernstein Shur as Bankruptcy Counsel ORETEST INTERNATIONAL: Gets OK to Tap Timothy M. Collier as Counsel PALEO ON THE GO: Amy Denton Mayer Named Subchapter V Trustee PALEO ON THE GO: Seeks to Hire Buddy D. Ford as Legal Counsel PARRS ENTERPRISES: Douglas Flugum Named Subchapter V Trustee PARRS ENTERPRISES: Taps Ag & Business Legal Strategies as Counsel PARTS ID: Seeks Approval to Hire DLA Piper as Bankruptcy Counsel PARTS ID: Taps Kroll Restructuring as Administrative Advisor PAX THERAPY: No Patient Complaints, 1st PCO Report Says PICANTE GRILLE: Unsecured Non-Tax Claims to Get 40% to 100% PONTOON BREWING: Seeks to Hire New Mill Capital as Auctioneer PREEMINENT HOLDINGS: Taps Marc Voisenat as Bankruptcy Attorney PRESTIGE HOMECARE: Seeks to Hire Bradford Law as Legal Counsel PRIZE MANAGEMENT: Taps B. Riley as Estate Broker and Consultant PROFESSIONAL PROCESS: Michael Markham Named Subchapter V Trustee PROMEDICA HEALTHCARE: S&P Affirms 'BB' Bond Rating, Outlook Stable PROTERRA INC: Finalizes $3.5M Transit Sale With Phoenix Motor, Inc. PROTERRA INC: Unsecureds Will Get 15.7% to 24.8% in Joint Plan QUARTERNORTH ENERGY: S&P Places 'B-' ICR on CreditWatch Positive RAOCORE TECHNOLOGY: Taps Burns Law Firm as Bankruptcy Counsel RAPID7 INC: First Trust, 2 Others Report 5.88% Equity Stake RED EFT: Files Emergency Bid to Use Cash Collateral RED RIVER: Seeks to Hire Dakota Bankruptcy Firm as Counsel RH INDUSTRIES: John Caraway Named Subchapter V Trustee RISING TIDE: S&P Retains 'CCC+' ICR on New M&G Modifier Assessment RITE AID: Seeks Court Nod to Hire PwC US Business Advisory RODA EXPRESS: Catherine Stone Curtis Named Subchapter V Trustee SAL ATX: Updates NIA ATX Claim Pay Details; Files Amended Plan SAND RIDGE: Taps B. Riley as Real Estate Broker and Consultant SANUWAVE HEALTH: Manchester, 4 Others Report Equity Stake SEMILEDS CORP: Trung T. Doan Has 9.94% Stake as of Jan. 5 SKILLZ INC: S&P Retains 'CCC+' ICR on New M&G Modifier Assessment SONAVATION INC: Court Approves Disclosure Statement SONOMA PHARMACEUTICALS: Unveils January 2024 Investor Presentation SPORTS INTERIORS: William Avellone Named Subchapter V Trustee SUPOR PROPERTIES: Seeks to Tap Forman Holt as Bankruptcy Counsel TALLGRASS ENERGY: S&P Rates New $700MMSenior Unsecured Notes 'BB-' TALOS ENERGY: S&P Affirms 'B' Rating on Quarternorth Acquisition TERLINGO CYCLE: Unsecureds to Get $1K per Month for 36 Months TERRA MANAGEMENT: Unsecureds to Get Share of Net Sale Proceeds TEXASWATERSERVICES LLC: Hires The Lane Law Firm as Counsel TEXASWATERSERVICES LLC: Taps Built for the Trades as Consultant TMK HAWK: S&P Downgrades ICR to 'SD' on Capital Restructuring TYP MANAGEMENT: Unsecureds' Recovery Lowered to 6.65% in Plan VICTORY PROFESSIONAL: Case Summary & Five Unsecured Creditors WALL DECOR: Seeks to Hire Derbes Law Firm as Legal Counsel WEWORK INC: Brown Rudnick & McCarter Advise Unsecured Noteholders WHITEHEAD ESTATES: Ronald Friedman Named Subchapter V Trustee WHITESTONE UPTOWN: Taps Hart Advisors as Restructuring Consultant WINDSOR TERRACE: No Patient Care Concern, 2nd PCO Report Says WINKLER COUNTY HOSPITAL: S&P Affirms 'BB+' Rating on 2016 GO Bonds ZHANG MEDICAL: Seeks to Hire Ruskin Moscou Faltischek as Attorney ZYDECO BREW: Kathleen DiSanto Named Subchapter V Trustee [*] Timothy Cruickshank Joins Paul Weiss as Capital Markets Partner [^] BOOK REVIEW: Bailout: An Insider's Account of Bank Failures ********* 1908 BED: Craig Geno Named Subchapter V Trustee ----------------------------------------------- The Acting U.S. Trustee for Region 5 appointed Craig Geno, Esq., at the Law Offices of Craig M. Geno, PLLC as Subchapter V trustee for 1908 Bed and Breakfast, Inc. Mr. Geno will be paid an hourly fee of $250 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Geno declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About 1908 Bed and Breakfast 1908 Bed and Breakfast, Inc., doing business as 1908 Coastal Historic Bed and Breakfast, owns and operates a rental property in Biloxi, Miss. The current owners who recently purchased the property has just completed another major renovation to convert the property to six fully contained units. The property is located right on the Gulf Coast's shoreline on Beach Blvd (U.S. 90). 1908 Bed and Breakfast filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-50029) on Jan. 10, 2024, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Rebecca Center, president, signed the petition. Judge Katharine M. Samson oversees the case. Michael T. Ramsey, Esq., at Sheehan and Ramsey, PLLC represents the Debtor as legal counsel. 465 BOSTON STREET: Seeks to Hire Servicios Multiples as Accountant ------------------------------------------------------------------ 465 Boston Street, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Servicios Multiples, Inc. as its accountant. The firm will perform services related to the Debtor's Chapter 11 case, including the filing of its 2022 and 2023 Federal and State Income Tax Returns, and assist the Debtor in preparing financial materials including monthly operating reports in connection with a Chapter 11 case. The firm's currently rates are $175 for partners who will be reviewing the work, and $175 for senior accountants who will be doing the majority of the work. The firm estimates the total costs to perform the services will be approximately $1,200 to $1,500 for the preparation of the tax returns. Servicios Multiples is a "disinterested person" as that term is defined in 11 U.S.C. Section 101(14), according to court filings. The firm can be reached through: Jose M. Rodriguez Servicios Multiples, Inc. 330 Lynnway Street, Suite 208 Lynn, MA 01901 Phone: (781) 593-5274 About 465 Boston Street, LLC 465 Boston Street, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-74465) on Nov. 29, 2023, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. George J. Nader, Esq. at Riley & Dever, P.C. represents the Debtor as counsel. 818 REAL ROAD: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 818 Real Road Partners LLC 6125 Washington Boulevard Suite 300 CA 90212 Chapter 11 Petition Date: January 18, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10334 Judge: Hon. Julia W Brand Debtor's Counsel: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER, A PROFESSIONAL CORPORATION 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Tel: (310) 571-3511 Email: ray@averlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Benjamin Donel as manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HN7OVPQ/818_Real_Road_Partne_818_Real__cacbke-24-10334__0001.0.pdf?mcid=tGE4TAMA 9301 CHEROKEE: Hires Douglas Elliman as Real Estate Broker ---------------------------------------------------------- 9301 Cherokee Lane, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Douglas Elliman of California Inc as its real estate broker. The firm will market and sell the Debtor's property located at 9301 Cherokee Lane, Beverly Hills, CA 90210. The broker will receive a total commission of 5 percent of the selling price, to be shared with the buyer's broker, if any. Douglas Elliman of California Inc is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jacob Lee Greene Douglas Elliman of California Inc 575 Madison Ave - Fifth Floor Midtown Manhattan, NY Phone: 212-692-6111 About 9301 Cherokee Lane, LLC 9301 Cherokee is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 9301 Cherokee Lane, LLC, in Beverly Hills CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-16232) on September 25, 2023, listing as much as $10 million to $50 million in both assets and liabilities. Cody Holmes as authorized signatory, signed the petition. CORNELIUS & KASENDORF, APC serve as the Debtor's legal counsel. ABERDEEN ENTERPRISES: Hires Concierge Auctions as Auctioneer ------------------------------------------------------------ Aberdeen Enterprises, Inc. and Brickchurch Enterprises, Inc. seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Concierge Auctions, LLC as their auctioneer. The firm will market and sell the properties owned by the Debtors at 376 Gin Lane, Southampton, NY and 366 Gin Lane, Southampton, NY, through either a private sale or at auction. The auctioneer will be compensated in an amount equal to 2 percent of the gross sale proceeds. Concierge Auctions is a disinterested person as that term is defined in section 104(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Laura Brady CONCIERGE AUCTIONS, LLC 228 Park Avenue S, Suite 70835 New York, NY 10003 Phone: (212) 202-2940 About Aberdeen Enterprises and Brickchurch Enterprises Brickchurch Enterprises, Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-70914) on April 30, 2022, with $50 million to $100 million in both assets and liabilities. On Aug. 2, 2023, Aberdeen Enterprises, Inc. filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-72834), with $50 million to $100 million in both assets and liabilities. The cases are jointly administered under Case No. 23-72834. Judge Alan S. Trust oversees the cases. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP and Camisha L. Simmons, Esq. at Simmons Legal, PLLC serve as attorneys for Aberdeen and Brickchurch, respectively. ACCLIVITY ANCILLARY: Howley Law Represents Ad Hoc Committee ----------------------------------------------------------- In the Chapter 11 cases of Acclivity Ancillary Services LLC, et al., the Ad Hoc Committee filed verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. On or around September 13, 2023, the Ad Hoc Committee (as comprised from time to time) was formed and retained attorneys currently affiliated with Howley Law PLLC to represent it as counsel in connection with a potential restructuring of the outstanding debt obligations of the debtors. Howley Law does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Howley Law does not represent the Ad Hoc Committee as a "committee" (as such term is used in the Bankruptcy Code and Bankruptcy Rules) and does not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest, or other entity that has not signed a retention agreement with Howley Law. In addition, the Ad Hoc Committee does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Each member of the Ad Hoc Committee does not represent the interests of, nor act as a fiduciary for, any person or entity other than itself in connection with the Debtors' chapter 11 cases. The Ad Hoc Committee Members' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: Member Redemption Non-Redemption Florida Claims ------ ---------- -------------- -------------- Loree Blough (Qualified) $22,789.69 Laguna Hills, CA 92653 (Nonqualified) $23,370.98 Michael Henry (Mike) $225,249.71 Los Alamitos, CA 90720 Kenneth Chuang Ada Chuang Roth IRA $12,826.03 Irvine, CA 92603 Chuang, Kenneth & Ada $129,701.56 Robert J. Phelps Phelps, Carol L. $12,565.38 $22,524.00 Huntington Beach, Phelps, Joyce & Tyler $9,648.12 CA 92646 Phelps, Robert & Carol $13,241.78 $22,892.00 Phelps, Robert J. $12,565.38 $22,524.00 Dennis Blough (Qualified) $62,776.53 Laguna Hills, (Nonqualified) $46,238.00 CA 92653 Counsel to the Ad Hoc Committee: Eric Terry, Esq. Tom A. Howley, Esq. HOWLEY LAW PLLC Pennzoil Place – South Tower 711 Louisiana St., Suite 1850 Houston, Texas 77002 Telephone: 713-333-9125 Email: tom@howley-law.com Email: eric@howley-law.com Acclivity Ancillary Services Acclivity West, LLC, was formed by Kenneth "Ken" Frank and Timothy "Tim" Murphy in 2009. It initially sold life settlement investment instruments throughout the United States and later made the decision to limit sales to California residents only. AW purchased life insurance policies from persons who no longer wanted to maintain their policies ("Viators"), identified and aggregated the FLS Investors, and then sold FLS Interests to the FLS Investors. In October 2020, AW gave AW's FLS Investors the opportunity to exchange their FLS Interests for limited liability company membership interests in AW and thereby become AW Investors. Acclivity Ancillary Services LLC and Acclivity West, LLC, filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90001) on Jan. 5, 2024. Lenard M. Parkins, Esq., at Parkins & Rubio LLP, is the Debtors' counsel. Life Opportunity Fund I, L.P., and Life Opportunity I Feeder, L.P have agreed to provide debtor-in-possession financing to the Debtors under a multi-draw credit facility that provides funding availability up to an additional $735,000. ACCLIVITY ANCILLARY: Plan Offers Options to Creditor-Investors -------------------------------------------------------------- Acclivity Ancillary Services LLC, et al., filed a Joint Combined Chapter 11 Plan and Disclosure Statement on Jan. 5, 2024. On Jan. 12, 2024, the Debtors filed a First Amended Plan and Disclosure Statement. As of December 31, 2023, the total amount of of the secured debt to Life Opportunity Fund I, L.P and Life Opportunity I Feeder, L.P, is $5,566,450, inclusive of any and all accrued interest, fees, costs, expenses, premiums, and other amounts provided for under the Prepetition Loan Agreement. AW's limited partnership interest in LOF and the remaining FLS Interests are collateral for the debt owed by the Debtors to LOF. The Plan has one class of secured creditor claims (LOF secured clams) and three classes of unsecured creditor claims: (i) 2020 Swap Claims (Class 2A), (ii) the FLS Interest Claims (Class 2B), and (iii) the Florida Claims (Class 2C). The treatment of the general unsecured claims, to the extent they exist, are provided for in the treatment of the FLS Interest Claims. The "2020 Swap Claims" are the claims of Creditor-Investors in AW that entered into the 2020 Swap and now hold both a claim against AW and an equity interest in AW. The "FLS Interest Claims" are the claims of Creditor-Investors that did not enter into the 2020 Swap and continue to hold their respective FLS Interests. The "Florida Claims" are the claims of Creditor-Investors that invested in a Florida Policy. For the 2020 Swap Creditor-Investors who submitted a redemption notice request before the Petition Date, they will have these two options: 1) Cash out payment equal to 85% of the claim amount which is equal to the client account value as of Sept. 30, 2023 paid out in lump sum within 90 days of Effective Date of the Plan, - or - 2) Cancel redemption request and remain an indirect investor in LOF, which investment will be subject to an annual administrative fee and AW's limited partnership interest in LOF will be subject to an annual forced net asset value reduction to repay a portion of the LOF debt. For 2020 Swap Creditor-Investors who did not submit a redemption notice before the Petition Date, they will have these two options: 1) Cash payment of 40% of the claim amount which is equal to the client account value as of September 30, 2023 paid out in lump sum within 90 days of Effective Date of the Plan, - or - 2) Retention of 100% indirect interest in LOF through AW's limited partnership interest in LOF, which investment will be subject to an annual administrative fee and the limited partnership interest in LOF will be subject to an annual forced net asset value reduction to repay a portion of the LOF debt. With respect to FLS Interest Claims, for clients who retained a right to receive a portion of the death benefit of one or more underlying policies, they will have two options: 1) Cash payment of 2% of the claim amount, which will be the death benefit amount of the FLS Interest, with the 2% cash payment made as a lump sum within 90 days of Effective Date of the Plan, - or - 2) Retention of the FLS Interest, provided that the Holder will be entitled to 64% of the death benefit or liquidation proceeds, with 35% of the remaining death benefit or liquidation proceeds being used to pay the LOF debt and with 1% of the remaining death benefit or liquidation proceeds being used to fund the Reorganized Debtor. Further, FLS Creditor-Investor's that elect to retain their FLS Interest will be obligated to pay an annual administrative fee and the required portion of the insurance premium call associated with the fractionalized interest. General unsecured claims, to the extent they exist, will receive a cash payment of 2% of the claim amount paid as a lump sum within 90 days of Effective Date of the Plan. As to the Florida Claims, Florida Creditor-Investors will receive (i) a cash payment of 1% of the claim amount which will be the death benefit amount of the Florida Creditor-Investor's underlying FLS Interest paid as a lump sum within 90 days of Effective Date of the Plan, plus (ii) recovery, if any, from litigation against Life Settlement Strategies of Florida, the seller of the Florida Policies. Source of Cash Payments LOF, not the Debtors, has agreed to fund the cash payments under the Plan for those Creditor-Investors that elect the Cash Out Option as their treatment under the Plan. In exchange for the cash payment LOF will receive that Creditor-Investors' associated capital account balance or FLS Interest. The funding of these cash payments under the Plan by LOF is in addition to the commitment to fund the DIP Loan and the Exit Loan. The funding of the Cash Out Option payments by LOF does not have to be repaid by the Debtors. LOF has available cash and access to additional funding through a line of credit to make the Cash Out Option payments under the Plan. LOF's availability under its line of credit is substantially more than the aggregate of all the Cash Out Option payments to the Investor-Creditors if every Investor-Creditor eligible for a Cash Out Option elects the Cash Out Option In the opinion of the Debtors, the Plan is preferable to other alternatives because it provides greater value to the Debtors' creditors than would otherwise result in a liquidation under chapter 7 of the Bankruptcy Code. Under all cash elections under the Plan, Class 2A will recover $6,636,054 and Class 2B will recover $221,300. In contrast, in a Chapter 7 liquidation, Class 2A will recover $264,213 and Class 2B will recover $9,101. Proposed Counsel to the Debtors: Lenard M. Parkins, Esq. Charles M. Rubio, Esq. PARKINS & RUBIO LLP Pennzoil Place, 700 Milam Street, Suite 1300 Houston, TX 77002 Tel: (713) 715-1660 E-mail: lparkins@parkinsrubio.com crubio@parkinsrubio.com A copy of the Amended Joint Combined Chapter 11 Plan and Disclosure Statement dated Jan. 12, 2024, is available at https://www.pacermonitor.com/view/PLXYCYA/Acclivity_Ancillary_Services_LLC__txsbke-24-90001__0049.0.pdf?mcid=tGE4TAMA Acclivity Ancillary Services Acclivity West, LLC was formed by Kenneth "Ken" Frank and Timothy "Tim" Murphy in 2009. It initially sold life settlement investment instruments throughout the United States and later made the decision to limit sales to California residents only. AW purchased life insurance policies from persons who no longer wanted to maintain their policies ("Viators"), identified and aggregated the FLS Investors, and then sold FLS Interests to the FLS Investors. In October 2020, AW gave AW's FLS Investors the opportunity to exchange their FLS Interests for limited liability company membership interests in AW and thereby become AW Investors. Acclivity Ancillary Services LLC and Acclivity West, LLC, filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90001) on Jan. 5, 2024. Lenard M. Parkins, Esq., at Parkins & Rubio LLP, is the Debtors' counsel. Life Opportunity Fund I, L.P., and Life Opportunity I Feeder, L.P have agreed to provide debtor-in-possession financing to the Debtors under a multi-draw credit facility that provides funding availability up to an additional $735,000. ACCLIVITY ANCILLARY: Seeks Conditional Approval of Disclosures -------------------------------------------------------------- Acclivity West, LLC and Acclivity Ancillary Services LLC filed a motion for an order conditionally approving disclosure statement and granting related relief. Prior to 2020, AW was in the business of selling fractionalized life settlement interests to investors (the investors with a current claim, whether such claim is contingent, unliquidated or disputed, against one or both Debtors as of the Petition Date, the "CreditorInvestors" and each a "Creditor-Investor"). The Creditor-Investors comprise nearly all of the Debtors' creditors. On the Petition Date, the Debtors filed the Debtors' Joint Combined Chapter 11 Plan and Disclosure Statement. Under the Plan, there is one secured creditor class that consists of the secured claim of Life Opportunity Fund I, L.P. ("LOF"). Under the Plan, there are three classes of Creditor-Investor Claims: the 2020 Swap Claims, the FLS Interest Claims and the Florida Claims. Prior to the Petition Date, the Debtors have been in communications with and continue to work with a certain ad hoc committee of certain Creditor-Investors (the "Ad Hoc Committee"). The Debtors have incorporated comments from the Ad Hoc Committee into the Plan and the related Plan materials. The Ad Hoc Committee's rights are reserved in all respects. The following table summarizes the proposed schedule for the combined hearing on final approval of the Disclosure Statement and confirmation of the Plan sought in this Motion: * The Voting Record Date is the date of entry of entry of order conditionally approving the Disclosure Statement. * The Hearing on Conditional Approval of Disclosure Statement will be on Jan. 23, 2024. * The Commencement of Plan Solicitation and Mailing of Notice of Combined Hearing will be on Jan. 26, 2024. * The Plan Supplement Filing Deadline will be on Feb. 22, 2024 * The Plan Voting Deadline and Deadline to Object to Disclosure Statement and Confirmation will be on Feb. 28 at 4:00 p.m. (CT). * The Combined Hearing on Final Approval of Disclosure Statement and Confirmation of Plan will be on Mar. 7, 2024. In the instant circumstance, the Disclosure Statement thoroughly discusses (i) the history of the Debtor, (ii) the terms of the Plan including the treatment of each class of creditors and interest holders, (iii) alternatives to the Plan, including liquidation under chapter 7, (iv) the conditions to and means of implementing the Plan, including provisions related the Reorganized Debtors, and (v) the feasibility of the Plan. Proposed Counsel to the Debtors: Lenard M. Parkins, Esq. Charles M. Rubio, Esq. PARKINS & RUBIO LLP Pennzoil Place, 700 Milam Street, Suite 1300 Houston, TX 77002 Tel: (713) 715-1660 E-mail: lparkins@parkinsrubio.com crubio@parkinsrubio.com Acclivity Ancillary Services Acclivity West, LLC, was formed by Kenneth "Ken" Frank and Timothy "Tim" Murphy in 2009. It initially sold life settlement investment instruments throughout the United States and later made the decision to limit sales to California residents only. AW purchased life insurance policies from persons who no longer wanted to maintain their policies ("Viators"), identified and aggregated the FLS Investors, and then sold FLS Interests to the FLS Investors. In October 2020, AW gave AW's FLS Investors the opportunity to exchange their FLS Interests for limited liability company membership interests in AW and thereby become AW Investors. Acclivity Ancillary Services LLC and Acclivity West, LLC, filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90001) on Jan. 5, 2024. Lenard M. Parkins, Esq., at Parkins & Rubio LLP, is the Debtors' counsel. Life Opportunity Fund I, L.P., and Life Opportunity I Feeder, L.P have agreed to provide debtor-in-possession financing to the Debtors under a multi-draw credit facility that provides funding availability up to an additional $735,000. ALACRITY HOLDINGS: Court Approves Disclosure Statement ------------------------------------------------------ Judge James R. Sacca has entered an order approving Alacrity Holdings 6, LLC's Disclosure Statement dated Oct. 5, 2023. Feb. 12, 2024, is fixed as the last day for holders of claims and interest to file written Ballots with acceptances or rejections of the Plan. Feb. 12, 2024, is fixed as the last day for filing and serving written objections to confirmation of the Plan pursuant to Federal Rule of Bankruptcy Procedure 3020(b)(1). The Court will hold a hearing on confirmation of the Plan, as may be amended, at10:30 a.m. on Tuesday, Feb. 27, 2024, in Courtroom 103, U.S. Courthouse, 121 Spring Street, SE, Gainesville, 30501, which may be attended in person or via the Court's Virtual Hearing Room. Attorneys for the Debtor: William A. Rountree, Esq. Caitlyn Powers, Esq. ROUNTREE LEITMAN KLEIN & GEER, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (404) 584-1238 E-mail: wrountree@rlkglaw.com cpowers@rlkglaw.com About Alacrity Holdings 6 Alacrity Holdings 6, LLC, is registered as a domestic liability company located at 7530 Saint Marlo Country Club Parkway, Duluth, Ga. Alacrity Holdings 6 filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20284) on April 5, 2022, with as much as $10 million in both assets and liabilities. On April 12, 2022, the Debtor amended its petition to remove its Subchapter V election. The court issued a notice that the case would no longer proceed under Subchapter V on April 19, 2022. Judge James R Sacca oversees the case. Rountree Leitman, Klein & Geer, LLC and Perry A. Phillips, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. ALASKA LOGISTICS: Responds to Banner Objection, Says Plan Feasible ------------------------------------------------------------------ Alaska Logistics, LLC, filed an omnibus reply to the Plan objections of Banner Bank and JAG Alaska, Inc. The Debtor points out that the Plan complies with applicable requirements of 1191(a): * Section 1191(a) of the Bankruptcy Code provides that the court shall confirm a plan only if all the requirements of Section 1129 of the Bankruptcy Code are met. Section 1129(a) of the Bankruptcy Code provides that a court may confirm a plan only if all requirements of Section 1129 are met, including that "[t]he plan complies with the applicable provisions of this title." 11 U.S.C. section 1129(a)(1). The legislative history of Section 1129(a)(1) explains that this provision incorporates the requirements of Sections 1122 and 1123, which govern classifications of claims and interests and the contents of a plan of reorganization. * Section 1129(a)(1) of the Bankruptcy Code requires that a plan comply with the applicable provisions of title 11. The most important of these provisions are set forth in 11 U.S.C. sections 1122 and 1123. Section 1122(a) of the Bankruptcy Code provides that a "plan may place a claim or interest in a particular class only if such a claim or interest is substantially similar to other claims or interests in such class." Here, only claims that are substantially similar are classified together. * Section 1123(a)(2) of the Bankruptcy Code requires that a plan "specify any class of claims or interests that is not impaired under the plan." As set forth in Section 5.06 of the Plan, the Plan complies with this section by indicating that Class 5A is not impaired. Section 1123(a)(3) of the Bankruptcy Code requires that a plan "specify the treatment of any class of claims or interests that is impaired under the plan." The Plan complies with this section as it specifies in detail the treatment provided for each Class that is impaired under the Plan. According to the Debtor, it has presented sufficient evidence of feasibility: * The Debtor has provided sufficient evidence to establish a reasonable assurance of the Debtor's success. The Debtor's financial struggles are documented by a specific and unique event. Accordingly, the Debtor's projections should not match a time when it was hampered by the failure of its insurance company to reimburse repairs and its critical marine vessel was out of service. * Moreover, Banner's debt has now been reduced by more than $3,000,000. While the Kaktovic sale has been a challenge, the Debtor believes this sale is now on track and will close by January 31, 2024. Accordingly, the Debtor’s cash flow will be sufficient to meet its remaining obligations under the Plan. The Debtor further points out that the plan is fair and equitable. Here, as is made clear in the Plan, the Debtor has provided for the payment in full of all unsecured creditors with interest. The Debtor's secured creditor Banner Bank is also receiving payment in full with interest. The Debtor identifies Banner's claim as secured by its mortgages, UCC-1 filings, and replacement liens. Accordingly, Banner's argument that the Plan does allow for the retention of Banner's liens does not make sense. In any event, the Debtor has not disputed the existence of Banner's liens or made any attempt to strip such liens. This can easily be clarified in the confirmation order and is not a reason to deny confirmation. Moreover, the Debtor asserts that the plan is proposed in good faith as required by 11 U.S.C. Section 1129(a)(3). In this case, the circumstances show that the Debtor has proposed the Plan in good faith. Despite the damage to Debtor's business inflicted by the vessel incident and the uncertainty about the future, the Debtor and its owner/principal are committed to achieving a successful reorganization. The Debtor has worked tirelessly to get its income back on track and has paid creditors at every opportunity. As earlier discussed, the Plan provides for distributions to creditors in accordance with the Bankruptcy Code's priority scheme, and there are no classes of equal priority that will be receiving differential treatment. Hence, the Plan's classification structure does not unfairly discriminate within classes or between classes. Attorney for Alaska Logistics, LLC: Faye C. Rasch, Esq. WENOKUR RIORDAN PLLC 600 Stewart Street, Suite 1300 Seattle, WA 98101 Tel: (206) 682-6224 (Wenokur) Tel: (206) 903-0401 (Riordan) About Alaska Logistics Alaska Logistics LLC transports materials and equipment of all sizes, shapes and types from Seattle to Western Alaska. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11250) on July 7, 2023. In the petition signed by Allyn Long, general manager/president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Alston oversees the case. Faye C. Rasch, Esq., at Wenokur Riordan PLLC, represents the Debtor as legal counsel. ALASKA LOGISTICS: Unsecureds Unimpaired in Debtor's Plan -------------------------------------------------------- Alaska Logistics, LLC, submitted a Second Amended Chapter 11 Plan of Reorganization. This Amended Plan makes only non-material changes to the Debtor's previously filed Plan in accordance with 11 USC Sec. 1127. The Debtor has continued to make payments to Banner Bank and lessors since the filing date. The Debtor is current on all lease obligations other than the leases of PNW which have expired and shall be resolved through the resolution with PNW described herein. In addition, in accordance with the Sale Order entered by the Court on August 16, 2023, the Debtor has sold a variety of items. The proceeds of these sales were delivered to Banner as principal reduction payments in the amount of $224,850.00 on or about September 5, 2023 and $20,300 on or about September 28, 2023. Since the filing of the initial plan, the Debtor has sold additional approved items and delivered the proceeds to Banner as principal reduction payments in the amount of $35,200 on or about November 2, 2023, and $35,460 on or about November 7, 2023. In addition, on December 4, 2023, the Debtor made a $1,000,000 principal reduction payment to Banner and a $2,000,000 payment to Banner on December 27, 2023 through the sale of the LP. The Debtor also has another marine vessel sales in process. Specifically, the sale of the Kaktovik II / Landing Craft and Cat 980B Forklift for a purchase price of $810,000 originally set to close by December 31, 2023 will now close on or before January 31, 2023. This sale has been approved by order of the Court dated December 21, 2023. In addition, Bowhead has expressed a continued interest in purchasing the Madison Rose and Fishhawk and is conducting an inspection of the vessels on January 5, 2024. This sale can be used as a backup to remit payment to Banner in the event that the Kaktovik does not close for any reason Banner Bank's secured claim in Class 1 in the amount of $4,378,300.23 shall be paid in full (as adjusted for payments already made by the Debtor) at rate of 6%. The Plan will treat unsecured claims as follows: * Class 5A General Unsecured Claims are unimpaired. All general unsecured creditors with an allowed unsecured claim less than or equal to $5,000 will be paid in full on the Effective Date. * Class 5B General Unsecured Claims are unimpaired. All general unsecured creditors with an allowed unsecured claim in excess of $5,001.00) will be paid in full years one through five of the Amended Plan in equal quarterly installments as set forth on the Budget. Interest shall accrue on the claims at the rate of 4%. * Class 5C PNW Unsecured Claim is impaired. In return for its claim reduction, plan support agreement, and purchase of the assets pursuant to its lease, PNW shall receive a promissory note in the amount of $150,000 which shall be paid in three installments as follows: (i) $50,000 on the Effective Date, (ii) $50,000 on April 29, 2024 and (iii) $53,000 on May 27, 2024.The promissory note shall accrue interest at the rate of 6%. In addition, the promissory note shall be personally guaranteed by the Debtor's principal Allyn Long. Notwithstanding the foregoing, in the event that the note is paid in full on or before December 31, 2024, the principal balance of the note shall be reduced to $140,000. All distributions to creditors under the Amended Plan will be funded by the current operations of the Debtor, available cash on hand, and asset sales including equipment and marine vessels. The Debtor's budget makes clear that they have or will have sufficient funds to make all required payments under the Amended Plan. The Debtor will remain in charge of their financial affairs post-confirmation as Reorganized Debtor. The Debtor will serve as the Disbursing Agent during the length of the Amended Plan. Unless otherwise specifically provided for in the Amended Plan, or provided by applicable law, post-petition interest shall not accrue or be paid on any Claims, and no Holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim. Attorney for the Debtor: Faye C. Rasch, Esq. WENOKUR RIORDAN PLLC 600 Stewart Street, Suite 1300 Seattle, WA 98101 Tel: (206) 682-6224 (Wenokur) Tel: (206) 903-0401 (Riordan) A copy of the Second Amended Chapter 11 Plan of Reorganization dated Jan. 5, 2024, is available at https://tinyurl.ph/ZkQkd from PacerMonitor.com. About Alaska Logistics LLC Alaska Logistics LLC transports materials and equipment of all sizes, shapes and types from Seattle to Western Alaska. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11250) on July 7, 2023. In the petition signed by Allyn Long, general manager/president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Alston oversees the case. Faye C. Rasch, Esq., at Wenokur Riordan PLLC, represents the Debtor as legal counsel. ATHERSYS INC: Court OKs $2.250 MM DIP Loan from Healios ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, authorized Athersys, Inc. and affiliates to use cash collateral and obtain postpetition secured financing, on an interim basis. The Debtors obtained senior secured, superpriority, debtor-in-possession financing in the aggregate principal amount of up to $2.250 million from HEALIOS K.K. The Debtors are authorized to borrow the Interim DIP Loan up to a total committed amount of up to $850,000 under the DIP Credit Documents. The DIP facility is due and payable on the earliest of: (a) 120 days after the Petition Date; (b) the date of conversion of the Cases to a case under Chapter 7 of the Bankruptcy Code without prior written consent of the Lender; (c) the date of dismissal of the Cases without the prior written consent of the Lender; (d) the date of appointment in the Cases of a trustee without the prior written consent of the Lender; (e) the appointment of an examiner with expanded powers without the prior written consent of the Lender; and (f) the Consummation Date of any Chapter 11 Plan or (g) the date of acceleration of the Loans. The Debtors are required to comply with these milestones: (a) No later than one calendar day after the Petition Date, but in any event, before the Interim DIP Draw, the Debtors and the Lender must have executed an asset purchase agreement for an Asset Sale in form and substance approved by the Lender and filed with the Bankruptcy Court of the DIP Motion, the Bid Procedures and Scheduling Motion, and such other first day papers as may be approved or requested by the Lender all of which must be in form and substance acceptable to the Lender; (b) No later than seven calendar days after the Petition Date, the Bankruptcy Court must have entered the Interim DIP Order; (c) No later than 30 calendar days after the Petition Date, the Bankruptcy Court must have entered an order approving the Bid Procedures and Scheduling Motion; (d) No later than 30 calendar days after the Petition Date, the Bankruptcy Court must have entered the Final DIP Order; (e) No later than 60 calendar days after the Petition Date, the Debtors must conduct an auction for an Asset Sale (if necessary); (f) No later than 70 calendar days after the Petition Date, the Bankruptcy Court must have entered an order approving an Asset Sale; and (g) No later than 85 calendar days after the Petition Date, the Asset Sale must have been consummated by the Debtors. The events that constitute an "Event of Default" include: (a) any Debtor fails to pay any principal of any Loan, interest on any Loan, or any fee or other amount payable hereunder or under any other Loan Document when due; (b) any representation, warranty, certification, or other statement of fact made or deemed made by or on behalf of any Debtor herein or in any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder or in any certificate, document, report, financial statement, or other document furnished by or on behalf of any Debtor under or in connection with this Agreement or any other Loan Document, proves to have been false or misleading in any material respect on or as of the date made or deemed made; (c) any Debtor fails to perform or observe any covenant, term, condition, or agreement contained in Section 6.01, Section 6.03, Section 6.05(a), Section 6.06(a), Section 6.09, Section 6.09, Section 6.12 or Article 7; and (d) any Debtor fails to perform or observe any other covenant, term, condition, or agreement contained in the Agreement or any other Loan Document (other than as provided in subsections (a) through (c) of this Section 8.01) and such failure continues unremedied for a period of 10 calendar days. A final hearing on the matter is set for February 6, 2024 at 10:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=xyPCKx from PacerMonitor.com. About Athersys, Inc. Athersys is a clinical-stage biotechnology company developing novel and proprietary best-in-class therapies designed to extend and enhance the quality of human life. Athersys, Inc. and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-10043) on Jan. 5, 2024. The petitions were signed by Kasey Rosado as chief financial officer. At the time of filing, Athersys, Inc. estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Jessica E. Price Smith presides over the case. Nicholas Miller, Esq., at McDonald Hopkins LLC, represents the Debtors as counsel. AUDACY INC: Seeks Approval to Hire Ordinary Course Professionals ---------------------------------------------------------------- Audacy, Inc. and its affiliated debtors seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to retain and compensate professionals utilized in the ordinary course of business. The OCP's include: Appraisal Associates Inc. Specialized Legal Advice Monthly Cap: $10,000 Audit Resource Group, LLC Business Advisory Services Monthly Cap: $10,000 Bailey Cavaliere LLC Specialized Legal Advice Monthly Cap: $20,000 Ballard Spahr LLP Specialized Legal Advice Monthly Cap: $40,000 Borden Ladner Gervais LLP Specialized Legal Advice Monthly Cap: $10,000 Brown Glier Law LLC Specialized Legal Advice Monthly Cap: $10,000 Burns & Levinson LLP Specialized Legal Advice Monthly Cap: $40,000 Cozen O'Connor Specialized Legal Advice Monthly Cap: $10,000 Davis Wright Tremaine LLP Specialized Legal Advice Monthly Cap: $10,000 Dechert LLP Specialized Legal Advice Monthly Cap: $20,000 Eliassen Group, LLC. Accounting and Tax Services Monthly Cap: $75,000 Faegre Drinker Biddle & Reath LLP Specialized Legal Advice Monthly Cap: $40,000 Flaster Greenberg P.C. Specialized Legal Advice Monthly Cap: $10,000 Fox Rothschild LLP Specialized Legal Advice Monthly Cap: $10,000 Freeman Mathis & Gary, LLP Specialized Legal Advice Monthly Cap: $40,000 Gleason, Flynn, Emig & McAfee, Chartered Specialized Legal Advice Monthly Cap: $10,000 Grant Thornton LLP Accounting and Tax Services Monthly Cap: $175,000 Gordon Rees Scully Mansukhani LLP Specialized Legal Advice Monthly Cap: $10,000 Gould & Ratner LLP Specialized Legal Advice Monthly Cap: $40,000 Jackson Lewis P.C. Specialized Legal Advice Monthly Cap: $20,000 King & Spalding LLP Specialized Legal Advice Monthly Cap: $10,000 Landis Rath & Cobb LLP Specialized Legal Advice Monthly Cap: $175,000 Lerman Senter, PLLC Specialized Legal Advice Monthly Cap: $10,000 Lewis Brisbois Bisgaard & Smith LLP Specialized Legal Advice Monthly Cap: $10,000 McDermott Will & Emery LLP Specialized Legal Advice Monthly Cap: $20,000 MinterEllison Specialized Legal Advice Monthly Cap: $10,000 Mitrani Rynor Adamsky & Toland, P.A. Specialized Legal Advice Monthly Cap: $10,000 Morgan, Lewis, & Bockius LLP Specialized Legal Advice Monthly Cap: $75,000 Ogletree, Deakins, Nash, Smoak & Stewart, P.C. Specialized Legal Advice Monthly Cap: $75,000 O'Hagan Meyer LLC Specialized Legal Advice Monthly Cap: $20,000 Paisner Litvin LLP Specialized Legal Advice Monthly Cap: $10,000 Reed Smith LLP Specialized Legal Advice Monthly Cap: $20,000 Reger Rizzo & Darnall LLP Specialized Legal Advice Monthly Cap: $20,000 Skadden Arps Slate Meagher & Flom LLP Specialized Legal Advice Monthly Cap: $40,000 SmithAmundsen LLC Specialized Legal Advice Monthly Cap: $10,000 Taft Stettinius And Hollister LLP Specialized Legal Advice Monthly Cap: $10,000 Troutman Pepper Hamilton Sanders LLP Specialized Legal Advice Monthly Cap: $20,000 Wilson Sonsini Goodrich And Rosati P.C. Specialized Legal Advice Monthly Cap: $75,000 About Audacy Inc. Audacy is a multi-platform audio content and entertainment company with the country's best collection of local music, news and sports brands, a premium podcast creator, major event producer and digital innovator. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on Jan. 7, 2024, with $2,788,943,000 in assets and $2,662,320,000 in liabilities. Richard J. Schmaeling, executive vice president & chief financial officer, signed the petitions. Judge Christopher M. Lopez oversees the case. LATHAM & WATKINS LLP and PORTER HEDGES LLP are the Debtors' legal counsel. BELK INC: S&P Stays 'CCC-' Issuer Credit Rating on M&G Assessment ----------------------------------------------------------------- S&P Global Ratings retained its ratings on Charlotte, N.C.-based department store operator Belk Inc., including its 'CCC-' issuer credit rating, are unchanged following the assignment of the new Management & Governance (M&G) assessment. S&P Global Ratings assigned a new M&G modifier assessment of negative to Belk. The action follows the revision to our criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can affect an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. S&P said, "Our M&G assessment of negative reflects material deficiencies in the management and governance that clearly increase credit risk for Belk. This reflects the uncertainty concerning the recovery of the company's operating performance amid strategic execution issues such as merchandising and promotional missteps. Our opinion also reflects Belk's ownership by a financial sponsor." All other ratings on Belk are unchanged. S&P said, "The negative rating outlook on Belk reflects our forecast for difficult operating conditions and its highly uncertain path to recovery. We believe the company is dependent on favorable market conditions to meet its financial obligations and its liquidity position may deteriorate over the next 12 months. "We could lower our rating on Belk if it announced a restructuring transaction that we considered to be akin to a default or if it missed a payment on its debt obligations. "We could raise our rating on Belk if the company demonstrated significantly improved prospects that could allow it to address its upcoming maturities in full and in a manner we do not consider distressed." BLACK PRESS: Enters Into Support Agreement to Facilitate Sale ------------------------------------------------------------- Black Press Ltd. and certain of its subsidiaries, disclosed that it obtained an Initial Order on January 15, 2024 (the "Initial Order") under the Companies' Creditors Arrangement Act (the "CCAA" and the Company's proceedings thereunder, the "CCAA Proceedings") from the Supreme Court of British Columbia (the "Court") in Vancouver. The Initial Order provides for, among other things, a stay of proceedings in favour of the Company, the approval of debtor-in-possession financing ("DIP Financing") to be provided by Canso Investment Counsel Ltd ("Canso"), and the appointment of KSV Restructuring Inc. as monitor of the Company (in such capacity, the "Monitor"). The Initial Order also extends the stay of proceedings to certain subsidiaries of the Company that are not petitioners in the CCAA Proceedings. In connection with the CCAA Proceedings, the Company has entered into a support agreement (the "Support Agreement") and transaction term sheet (the "Term Sheet") with Canso, Deans Knight Capital Management Ltd. ("Deans Knight"), both long-time partners of the Company, and Carpenter Media Group ("Carpenter" and, together with Canso and Deans Knight, the "Purchasers"). The Support Agreement and Term Sheet contemplate a sale of the Company's business to the Purchasers (the "Transaction"). In that regard, the Company intends to seek Court approval to launch a sale and investment solicitation process for its business and assets (the "SISP") on or around January 25, 2024. If approved by the Court, the Transaction will serve as the stalking horse bid in the SISP. Among other things, the Transaction will address the Company's obligations to its secured creditors and will include an injection of capital that will enable Black Press to continue serving readers, advertisers and other valued stakeholders. It also brings additional expertise in successful management of local media, as well as the continued support of Deans Knight and Canso, large Canadian institutional investors with a long-term focus, a history of supporting the Company and significant experience in the media sector. Under the terms of the Transaction, the Company will continue to be Canadian-controlled. The Transaction will put the Company on solid and sustainable financial footing, enabling it to continue to serve its valued Canadian and American readers, customers, employees, and communities over the long term. The Purchasers and the Company are committed to continue providing journalism excellence and outstanding advertising solutions to the many communities that Black Press serves. Black Press also intends to seek recognition of the CCAA Proceedings in the United States pursuant to Chapter 15 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. Details in respect of the CCAA Proceedings will be made available on the Monitor's website at: www.ksvadvisory.com/experience/case/black-press. Parties with an interest in participating in the SISP are directed to contact the Monitor for further information. Black Press appreciates the continued support from its subscribers, advertisers and employees and will continue to provide updates as developments warrant. About Black Press Black Press was founded in 1975 by David H. Black with the purchase of his first publication, The Williams Lake Tribune. Today, Black Press has a print reach of more than 4.5 million readers across Canada and the United States and publishes 150 daily and weekly newspapers, magazines, and websites. The combined online audience exceeds 19 million users per month. With roots in some of the oldest, trusted newspapers in B.C., Alberta, Yukon, Northwest Territories and Nunavut, today Black Press offers award-winning journalism across Western Canada and beyond -- both online and in print. This, paired with innovative opportunities to connect businesses with customers across the print, web and social sphere, has firmly established Black Press as Western Canada's go-to source for relevant, trusted local news and advertising solutions. Complementing its Canadian coverage are publications and local media platforms operated by Black Press' Sound Publishing, with more than 30 titles and associated websites in Washington's Puget Sound region and Alaska, and over 25 daily, weekly and other publications and websites in Hawaii operated by Oahu Publications. Black Press employs approximately 1,200 people between the Canadian and U.S. divisions. BLACKBERRY LTD: First Trust, 2 Others Report 5.77% Equity Stake --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, First Trust Portfolios L.P. and affiliated entities, First Trust Advisors L.P. and The Charger Corporation, disclosed that as of December 31, 2023, they beneficially owned 33,801,506 shares, representing 5.77% of BlackBerry Ltd.'s common stock. A full-text copy of the report is available at: https://www.sec.gov/Archives/edgar/data/1070235/000144554624000137/sc13g_3.txt About BlackBerry Limited Headquartered in Waterloo, Ontario, BlackBerry Limited (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. As of Aug. 31, 2023, the Company had $1.613 billion in total assets against $784 million in total liabilities. In September 2023, Egan-Jones Ratings Company maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by BlackBerry Limited. BLUE STAR: Registers 19.9M Shares For Potential Resale ------------------------------------------------------ Blue Star Foods Corp. filed a Form S-1/A Prospectus with the U.S. Securities and Exchange Commission relating to the potential offer and resale by the Selling Stockholders of 19,876,735 shares of the Company's common stock, $0.0001 par value per share, consisting of (i) up to 2,761,668 shares issuable upon conversion of the principal and accrued interest at maturity of two convertible promissory notes in the aggregate principal amount of $1,500,000 in total, each issued to Lind Global Fund II LP on May 30 and July 27, 2023, respectively, (ii) 435,035 shares of Common Stock issuable upon the exercise of warrants (at an exercise price of $2.45 per share), issued to Lind on May 30, 2023, and (iii) up to 16,680,032 shares issuable pursuant to that certain purchase agreement dated May 16, 2023, by and between ClearThink Capital Partners, LLC and the Company. The registration of the shares of the Company's Common Stock covered by this prospectus does not necessarily mean that any shares of its Common Stock will be sold by any of the Selling Stockholders, and it cannot predict when or in what amounts any of the Selling Stockholders may sell any of its shares of Common Stock offered by this prospectus. The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Common Stock through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may sell their shares of Common Stock hereunder following the effective date of this registration statement. There is currently a limited public trading market for the Company's Common Stock. Blue Star's Common Stock is listed on the Nasdaq Capital Market under the symbol "BSFC." The last reported sale price of its common stock on the Nasdaq Capital Market on January 10, 2024, was $0.15 per share. Each Selling Stockholder is or may be an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act. The Company is registering the shares of Common Stock on behalf of the Selling Stockholders, to be offered and sold by them from time to time. It will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders in the offering described in this prospectus. The Company has agreed to bear all of the expenses incurred in connection with the registration of the Common Stock. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Common Stock. A full-text copy of the Prospectus is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1730773/000149315224002106/forms-1a.htm About Blue Star Foods Based in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com -- is an international sustainable marine protein company based in Miami, Florida, that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's main operating business, John Keeler & Co., Inc. was incorporated in the State of Florida in May 1995. The swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. Blue Star reported a net loss of $13.19 million for the year ended Dec. 31, 2022, compared to a net loss of $2.61 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.68 million in total assets, $9.92 million in total liabilities, and a total stockholders' deficit of $1.24 million. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. BRIGHTSTAR PROPERTY: Wins Cash Collateral Access Thru Feb 14 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, authorized Brightstar Property Maintenance Services, Inc. to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, through the date of the final hearing set for February 14, 2024 at 1:30 p.m. The lender, Paradise Bank, a U.S. Small Business Administration loan, is the secured creditor in first position. The Paradise loan is in the amount of $480,000 and the value of the assets of the Debtor (not encumbered by purchase money loans on Trucks, vehicles and other equipment) is approximately $500,000 on the filing date. As adequate protection, Paradise Bank is granted a replacement lien on the cash used by the Debtor and all other assets which comprise of its secured claim to the same extent, validity and priority that existed prior to the commencement of the case. The Debtor's counsel stated on the record that Paradise Bank has deferred seeking adequate protection payments for two months and the amount of any future adequate protection payments will be addressed at the continued hearing on the Motion. Secured Creditors (a) Lendspark/Amur or its Assignee; (b) Commercial Equipment Finance International; (c) EC Master Trust/Integra; (d) Financial Pacific Leasing; (e) LTYX; (f) North Mill Equipment Finance, LLC; (g) Oakmont Capital Services; (h) Targeted Lending Co. LLC will have a replacement lien on the collateral to which each respective creditor has a purchase money or other secured interest on assets of the Debtor to the same extent, validity and priority that existed prior to the commencement of the case subject only to any superior secured liens and the lien of the Broward County Tax Collector on the Debtor's taxed personal property. The Debtor's counsel stated on the record that it is in or is seeking to have discussions with the above secured creditors concerning future adequate protection and will be addressed at the continued interim cash collateral hearing. The other Alleged secured creditors (primarily merchant cash advance companies) which are subordinate to the secured claim of Paradise Bank which appear to be wholly unsecured are: Broadway Capital Funding, LLC, DMKA, LLC, CFG Merchant Solutions, LLC and Wombo, Inc. d/b/a RJN. To the extent such parties and/or alleged Secured Creditors claim a lien interest to attach to the Debtor's assets and seek a replacement lien on an interim basis, such parties will assert such interest and basis therefor in writing and at the continued interim Hearing on the Motion. The Debtor will pay Maria Yip, $1,000 per month to be held in Trust until further order of the Court and such payment will be included in the Debtor's cash collateral budget. A copy of the motion is available at https://urlcurt.com/u?l=sVFdUn from PacerMonitor.com. About Brightstar Property Maintenance Services, Inc. Brightstar Property Maintenance Services, Inc. offers property maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20835) on December 29, 2023. In the petition signed by Leon Nelson, president, the Debtor disclosed $1,100,683 in assets and $1,074,719 in liabilities. Judge Scott M. Grossman oversees the case. Thomas L. Abrams, Esq., at THOMAS L ABRAMS PA, represents the Debtor as legal counsel. C.W. KELLER: Unsecureds to Get Share of Liquidating Trust --------------------------------------------------------- C.W. Keller & Associates, LLC. and C.W. Keller Holding Company, Inc. submitted a Second Amended Chapter 11 Plan of Liquidation dated January 5, 2024. The Plan provides for payment of creditors in order of their priority under applicable law from the proceeds realized through the collection and liquidation of the Excluded Assets and resolution of claims with any balance to be paid otherwise pursuant to the Plan. The proceeds from the collection of the Excluded Assets shall be held in the Debtors DIP Account pending distribution by Court Order and as more particularly set forth below. 1. Payment of Claims in Order of Priority The Bankruptcy Code sets forth a priority scheme for creditors' claims. In this instance, however, there are certain competing issues which must be resolved prior to distribution, which is more fully described in Class 1 below, but in short, the issue is whether the Enterprise/Spinnaker Loan should receive payment from the Excluded Assets as a first priority secured claim before distribution to the Class 6 General Unsecured Creditors or whether the Enterprise/ Spinnaker Loan is a contingent claim. Enterprise and Spinnaker (an insider) assert that the both the Enterprise Loan and the Enterprise/ Spinnaker Loan should be paid in full from the Excluded Assets prior to distribution to junior creditors. Trevor Ryan (an insider), and American Wood Installers, Inc. ("AWI") a general unsecured creditor, assert that further investigation is required to ascertain whether the Enterprise/Spinnaker Loan is to be recognized as an Allowed Secured Claim to be paid from the Excluded Assets prior to distributions to the priority and general unsecured claimants. The Liquidating Trustee shall review and commence litigation, if necessary, to resolve the dispute including ascertaining the value of the Spinnaker real property which secures the Enterprise obligation. The proposed resolution shall be confirmed by Court Order. The costs for such an undertaking are unknown but shall be paid from the Excluded Assets prior to distribution of the sums to either the Class 1 or Class 6 claimants. 2. Collection of Accounts Receivable and Liquidation of Excluded Assets At the time of the closing, the Debtor ceased business operations and the employees were terminated. Shawn Keller continues to operate the Debtor and to generally administer the bankruptcy estate and is overseeing the affairs of the Debtor including collecting and accounting for the Accounts Receivable as well as the deposits into the DIP Account. There are no known customer disputes to the Accounts Receivable payable to the Debtor. In the event there are disputes, the APA provides that it is at the discretion of CWK whether litigation regarding an Assumed Receivable is necessary, and CWK has the exclusive right to conduct such litigation. In the event that CWK elects not to conduct litigation regarding an Assumed Receivable, the Debtor may do so. The costs of conducting litigation regarding an Assumed Receivable shall be paid (or reimbursed) first from the proceeds of the Assumed Receivable that is the subject of the litigation, but not from the proceeds of any other Assumed Receivable. Pending Confirmation, Shawn Keller shall oversee the collection of the Employee Retention Tax Credit proceeds ("ERTC"), and the sale of the Debtor's personal property, wherever located, at public auction by Paul E. Saperstein Co. Inc., and shall continue to take such steps as are warranted to liquidate the Excluded Assets for the benefit of the creditors. Upon Confirmation, the Plan contemplates the creation of a Liquidating Trust, and the appointment of Mr. Keith Lowey of Verdolino & Lowey, P.C., or his successor, as the trustee of the Liquidating Trust (the "Liquidating Trustee"). The role of the Liquidating Trustee will be to collect, liquidate and distribute the Excluded Assets in accordance with their priority and the confirmed Plan. The Liquidating Trustee shall review the validity of the payment of the Enterprise/Spinnaker Loan, shall commence any litigation deemed necessary, shall review the books and records of the Debtors and, as appropriate, object to the allowance of claims, pursue Avoidance Actions (whether previously identified in the Debtors Statement of Financial Affairs or to be ascertained), and take any and all other actions as are appropriate to maximize the recoveries for the Estate. The Plan provides for payment in full of allowed secured claims, allowed administrative and priority claims and a pro rata distribution to the holders of allowed general unsecured claims. The actual distributions will be based upon the net amounts realized from the collection and liquidation of the Excluded Assets. Allowed Unsecured Claims Under the Plan, Class 6 Allowed General Unsecured Claims are impaired. Class 6 is comprised of all holders of Allowed general unsecured claims against the Debtor. This class includes claims arising out of unpaid promissory notes, trade claims owed by the Debtors, and any portion of a claim of a taxing authority not entitled to treatment as secured or priority claim, and lease arrears owed on leases not assumed at the Closing. The Class 6 claimants are owed approximately $6,882,151 based upon the proofs of claim filed and the Debtor's Schedules. The sums which will be available to satisfy the Class 6 claimants are dependent the determination of the payment of the Class 1-B Claims and from the sums outlined in Section III-D above after satisfaction in full of the Allowed Secured Claims, Administrative Claims, Priority Non-Tax Claims and Priority Tax Claims. In the event that the Class 1-B Claim is paid from Excluded Assets, it is estimated that there will be a dividend of 10-13% available for satisfaction of the Class 6 claims. If the Class 1-B Claim is not paid from the Excluded Assets, the dividend will be approximately 30-32%. These dividend estimates are subject to reduction in the due to costs of administration of the Liquidating Trust, discussed more fully below, as well as litigation costs over the Class 1-B Claim and Avoidance Actions. The Class 6 Allowed Claimants will receive in full and complete settlement, satisfaction, a pro rata beneficial interest in the Liquidating Trust, entitling such holder to receive a pro rata share of the distributions made to the Allowed Class 6 claimants by the Liquidating Trustee. Attorney for the Debtors: David B. Madoff, Esq. Nina M. Parker, Esq. MADOFF & KHOURY LLP 124 Washington Street, Suite 202 Foxborough, MA 02035 Tel: (508) 543-0040 A copy of the Disclosure Statement dated Jan. 5, 2024, is available at https://tinyurl.ph/HpGzw from PacerMonitor.com. About C.W. Keller & Associates C.W. Keller & Associates, LLC, is a fabrication and design engineering firm in Newburyport, Mass., specializing in custom millwork, composites and concrete form systems. C.W. Keller & Associates and C.W. Keller Holding Company, Inc. filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 23-11357) on Aug. 24, 2023. At the time of the filing, C.W. Keller & Associates reported $1 million to $10 million in assets and $10 million to $50 million in liabilities while C.W. Keller Holding Company, Inc. reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Christopher J. Panos oversees the case. David B. Madoff, Esq., at Madoff & Khoury LLP, is the Debtors' legal counsel. CAN B CORP: Seeks More Time in Injunction Case vs Arena ------------------------------------------------------- Can B Corp disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company requested that the Supreme Court, County of New York hold the Company's motion in abeyance and that the date for filing the letter advising as to whether it intends to proceed with the motion for a preliminary injunction be extended until Feb. 12, 2024. On Dec. 20, 2023 Can B Corp. filed an action in the Court seeking to preliminarily and permanently enjoin the proposed sale by Arena Special Opportunities Partners I, LP, Arena Special Opportunities Fund, LP and Arena Investors, LP under Article 9 of the Uniform Commercial Code of substantially all of the assets of the Company and its subsidiaries due to, among other things, its contention that the proposed auction would not be commercially reasonable and the security interests in the Company's assets claimed to be held by Arena are invalid. On Dec. 21, 2023, Arena agreed to postpone the proposed auction and, in a stipulation filed with the Court, the Company agreed that it would advise the Court by Jan. 12, 2024 as to whether it intends to proceed with its motion for a preliminary injunction. The Company said it is pursuing replacement financing as a means of resolving the matter with Arena. No assurance can be given that the Company will be successful in obtaining replacement financing. About Can B Corp Headquartered in Hicksville New York, Can B Corp (f/k/a Canbiola, Inc.) -- http://www.canbiola.com-- is a health & wellness company providing hemp derived cannabinoid products, including under its own brands of Canbiola, Seven Chakras, NuWellness, Pure Leaf Oil and Duramed. Can B utilizes multi-channel distribution to reach consumers, including medical facilities, doctor offices, retailers, online and direct. Can B Corp. operates R&D and production facilities in Lacey, WA, and Florida. Can B Corp. reported a net loss of $14.92 million for the year ended Dec. 31, 2022, compared to a net loss of $12.17 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $15.56 million in total assets, $12.86 million in total liabilities, and $2.70 million in total stockholders' equity. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. CANO HEALTH: Holds 54.2% of MSP Recovery's Class A Common Stock --------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Cano Health, Inc. reported beneficial ownership of 7,809,039 shares, representing 54.2% of MSP Recovery, Inc.'s Class A Common Stock. The aggregate amount beneficially owned by Cano reflects the MSP Recovery, Inc. 1-for-25 reverse stock split of its Class A common stock that was effective as of October 13, 2023. The 7,809,039 shares of Class A common stock of the Issuer reported represents 5.6% of the Issuer's total issued and outstanding voting shares. A full-text copy of the report is available at: https://www.sec.gov/Archives/edgar/data/1800682/000119312524007651/d60988dsc13da.htm About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. * * * As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'. S&P said, "We based our negative outlook on our expectation for continued weak operating performance and cash flow deficits. Given the company's current liquidity position, we believe there is heightened risk of a near-term default such as a bankruptcy filing, debt restructuring, or missed interest payment." CANO HEALTH: ITC, Elliot Cooperstone Hold 23% of Class A Shares --------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, the following entities reported beneficial ownership of shares of Class A Common Stock, $0.01 par value per share, of Cano Health, Inc. as of January 3, 2024: Shares Percent Beneficially of Reporting Person Owned Class ITC Rumba, LLC 1,065,206 23.7% Elliot Cooperstone 1,065,354 23.8% This represents 1,065,206 shares of Class A Common Stock of the Issuer, after giving effect to the Reverse Stock Split. The shares of Class A Common Stock of the Issuer are held directly by ITC Rumba, LLC. Mr. Cooperstone is the Founder and Managing Partner of ITC Rumba, LLC. Consequently, Mr. Cooperstone may be deemed the beneficial owner of the shares held by ITC Rumba, LLC with voting and dispositive control over such securities. The percentage reported by Mr. Cooperstone is based on (i) 2,887,608 shares of Class A Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023, and (ii) 1,597,809 shares of Class B Common Stock of the Issuer previously converted into Class A Common Stock by ITC Rumba, LLC. Does not include 2,518,894 shares of Class B Common Stock of the Issuer outstanding as of November 9, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 13, 2023. Holders of Class A Common Stock and Class B Common Stock vote as a single class on all matters presented to the Company's stockholders for their vote or approval. When calculated based upon the outstanding 2,887,608 shares of Class A Common Stock and 2,518,894 shares of Class B Common Stock outstanding as of November 13, 2023, the Reporting Person beneficially owned 19.7% of the Issuer's Class A Common Stock and Class B Common Stock. About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. * * * As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'. S&P said, "We based our negative outlook on our expectation for continued weak operating performance and cash flow deficits. Given the company's current liquidity position, we believe there is heightened risk of a near-term default such as a bankruptcy filing, debt restructuring, or missed interest payment." CAROLINA PANEL: Ordered to File Plan and Disclosures by April 3 --------------------------------------------------------------- Judge Joseph N. Callaway has entered an order that Carolina Panel and Glass Erectors, Inc. must file a Plan and Disclosure Statement on or before Apr. 3, 2024. A status conference pursuant to 11 U.S.C. Section 105(d)(1) will be held on Jan. 31, 2024, at 2:00 PM in 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27601. Carolina Panel and Glass Erectors, Inc., sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 5:24-bk-00040) on Jan. 4, 2024. The Hon. Joseph N Callaway is the case judge. The Debtor estimated assets of $500,001 to $1 million and liabilities of $100,001 to $500,000 as of the bankruptcy filing. CARVANA CO: Units Commit to Purchase $4B of Finance Receivables --------------------------------------------------------------- Carvana Co. disclosed in a Form 8-K filed with the Securities and Exchange Commission that a subsidiary of the Company, Ally Bank, and Ally Financial Inc. amended the Second Amended and Restated Master Purchase and Sale Agreement to, among other things, reestablish a commitment by the Ally Parties to purchase up to $4.0 billion of automotive finance receivables between Jan. 11, 2024 and Jan. 10, 2025. A full-text copy of the Fifth Amendment is available for free at: https://www.sec.gov/Archives/edgar/data/1690820/000169082024000020/exhibit101-allyxcarvanapar.htm About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. Carvana.com allows someone to purchase a vehicle from the comfort of their home, completing the entire process online, benefiting from a 7-day money back guarantee, home delivery, nationwide inventory selection and more. Customers also have the option to sell or trade-in their vehicle across all Carvana locations, including its patented Car Vending Machines, in more than 300 U.S. markets. Carvana Co. reported a net loss of $2.89 billion for the year ended Dec. 31, 2022, a net loss of $287 million for the year ended Dec. 31, 2021, and a net loss of $462 million for the year ended Dec. 31, 2020. As of Dec. 31, 2022, the Company had $8.70 billion in total assets, $9.75 billion in total liabilities, and a total stockholders' deficit of $1.05 billion. * * * As reported by the TCR on Sept. 13, 2023, S&P Global Ratings raised its issuer credit rating on U.S.-based Carvana Co. to 'CCC+' from 'D'. S&P said, "The negative outlook reflects our expectation that we could downgrade the company if the company's performance were to deteriorate further such that we believe liquidity would become constrained or if we believe there is a likelihood the company could conduct a distressed restructuring over the next 12 months. The upgrade to 'CCC+' reflects the near-term improvement in the company's liquidity position, though the capital structure remains unsustainable." Moody's Investors Service upgraded Carvana Co.'s corporate family rating to Caa3 from Ca, the TCR reported on Sept. 22, 2023. Moody's said the upgrade of Carvana's CFR to Caa3 reflects the completion of its debt exchange that pushes out some near-term maturities, reduces outstanding debt and materially reduces cash interest expense in the two years following the exchange. CENTRAL LOAN: Available Cash & Asset Sale Proceeds to Fund Plan --------------------------------------------------------------- Central Loan Company, LLC, filed with the U.S. Bankruptcy Court for the District of New Mexico a Chapter 11 Subchapter V Plan dated January 16, 2024. The Debtor is a New Mexico licensed small loan company (Lic. No. 1540) with its principal place of business located at 2607 N. Main St. Las Cruces, New Mexico. The Debtor's business is making signature and secured loans between $500-$12,000.00 to individuals. As of the filing of this Chapter 11 case, the Debtor continues to make loans to its customers. As of the Petition Date, Debtor owns approximately 1,300 outstanding loans to individuals with a total of principal balances outstanding of over $4,000,000. Debtor filed this bankruptcy case to structure a plan to repay its debts in the greatest amount possible in the shortest reasonable time. On January 10, 2023, the Debtor filed a motion to employ NAI 1st Valley ("Broker") to list and market Debtor's real estate and loan portfolio. The Debtor has no secured debt. The Debtor has unsecured debts of approximately $4.4 million. Approximately $82,000.00 of this unsecured debt is subject to setoff by Citizens Bank of Las Cruces against funds on deposit with Citizens Bank, as a result of a PPP loan that was not eligible for forgiveness. Based on information from the Broker, the Debtor estimates that the fair market value of the Debtor's non-cash assets is approximately $2,865,000.00 if exposed to the market by the Debtor for a reasonable period of time. To pay its creditors as much as possible, as soon as possible, the Debtor proposes to stop making loans to its customers, to market and sell its assets and business operations as a going concern for fair market value pursuant to Section 363 of the Bankruptcy Code, and distribute all of the proceeds from such sale, plus cash on hand and any disposable income received prior to the sale, to Creditors in accordance with this Plan. Class 2 shall consist of the Unsecured Claims. The Debtor has filed a motion to employ the Broker to list, market, and sell the Debtor's real estate and loan portfolio. Upon the Effective Date, the Debtor will cease making new loans to its customers, and will continue only to collect outstanding receivables. The Debtor shall have sole discretion, using its business judgment, to agree to a fair and equitable purchase price for all noncash assets. The proceeds from the sale of the Debtor's non-cash assets, plus cash on hand, less costs, expenses, taxes, and administrative expenses, shall be distributed to Class 2 Creditors directly by Debtor on a Pro-Rata Basis pursuant to the Bankruptcy Code. Administrative expenses under this subsection shall include any retention bonus paid by the Debtor to any employee who remains with the Debtor during the proposed liquidation hereunder, so long as such retention bonus to any employee does not exceed one month of that employee's normal salary and benefits. If the Debtor fails to sell its non-cash assets within 18 months of the Effective Date, then all of the Debtor's assets will be turned over to the Trustee for liquidation and distribution in accordance with the Code. Allowed Unsecured Claims in Class 2 are impaired. Creditors holding Allowed Class 3 Equity Interests shall retain all rights they had as of the Petition Date. They are unaffected and unimpaired by this Plan, and shall receive no distribution under this Plan on account of their equity interests. The Cash necessary to fund payments and distributions described in this Plan shall be obtained from the Debtor's normal business operations and cash on hand as of the Effective Date. A full-text copy of the Subchapter V Plan dated January 16, 2024 is available at https://urlcurt.com/u?l=1pNUN7 from PacerMonitor.com at no charge. About Central Loan Company Central Loan Company, LLC, a loan agency in Las Cruces, N.M., filed Chapter 11 petition (Bankr. D. N.M. Case No. 23-10917) on Oct. 18, 2023, with $1 million to $10 million in both assets and liabilities. Ruben Smith, managing partner, signed the petition. Judge Robert H. Jacobvitz oversees the case. Thomas D. Walker, Esq., at Walker & Associates, P.C. represents the Debtor as legal counsel. CHICKEN SOUP: Suspends Series A Preferred Stock Dividends --------------------------------------------------------- Chicken Soup for the Soul Entertainment Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company's Board of Directors determined to temporarily suspend the payment of monthly cash dividends on the Company's Series A Cumulative Redeemable Perpetual Preferred Stock beginning with the payment that was scheduled for January 15, 2024. The suspension of these dividends will defer approximately $1.2 million in cash dividend payments each month. Pursuant to Section 4 of the Certificate of Designations of the Series A Preferred Stock, dividends on the Series A Preferred Stock will continue to accumulate whether or not the Company has earnings, there are funds legally available for the payment of those dividends, or those dividends are declared by the Board of Directors. No interest, or sum in lieu of interest, will be payable in respect of any dividend payment or payments on the Series A Preferred Stock which may be in arrears, and holders of the Series A Preferred Stock will not be entitled to any dividends in excess of the full cumulative dividends. Any dividend payment made on the Series A Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to the Series A Preferred Stock. Accordingly, on January 9, 2024, the Company notified U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee, with respect to the Company's 9.50% Notes due 2025, of the Company's intent to make a special payment on January 30, 2024, in the amount of $1,074,042.20, representing all accrued and unpaid interest that was due and not paid to the Note holders on the original interest payment due date of January 2, 2024 (an aggregate of $1,065,327.23), plus interest on such interest (an aggregate of $8,714.97) at the same rate prescribed by the Notes. The record date for the Special Payment is January 19, 2024. Subject to receipt of such funds from the Company, the Trustee will distribute an aggregate of $1,074,042.20 pro rata to holders as of the Special Record Date. About Chicken Soup Chicken Soup for the Soul Entertainment, Inc. provides premium content to value-conscious consumers. The company is one of the largest advertising-supported video-on-demand (AVOD) companies in the US, with three flagship AVOD streaming services: Redbox, Crackle, and Chicken Soup for the Soul. In addition, the company operates Redbox Free Live TV, a free ad-supported streaming television service (FAST), with over 160 channels as well as a transaction video on demand (TVOD) service, and a network of approximately 32,000 kiosks across the US for DVD rentals. To provide original and exclusive content to its viewers, the company creates, acquires, and distributes films and TV series through its Screen Media and Chicken Soup for the Soul TV Group subsidiaries. Chicken Soup for the Soul Entertainment is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous book series and produces super-premium pet food under the Chicken Soup for the Soul brand name. In its Quarterly Report for the period ended Sept. 30, 2023, the Company said there is substantial doubt about its ability to continue as a going concern and this could materially impact its ability to obtain capital financing and the value of its common and preferred stock. "In order to partially replace the working capital shortfall resulting from the lack of the aforementioned working capital loan, the Company factored its short-dated receivables but was unable to factor its long-term receivables (which we expected to create additional liquidity generally sufficient to cover the shortfall). Also, the Company launched initiatives to improve its efficiency and reduce its cost structure, including, but not limited to, (i) optimizing its kiosk network, (ii) evaluating and implementing workforce reductions across its supply chain and corporate teams and (iii) maximizing cost synergies across the combined businesses. The combination of these factors has resulted in asserted defaults and/or contractual terminations with critical content and service providers, impacting our ability to procure and monetize content efficiently across our distribution platforms. Due to the on-going impact of the above factors on our current and future results of operations, cash flows and financial condition, there is substantial doubt as to the ability of the Company to continue as a going concern," the Company stated in its Quarterly Report for the period ended Nov. 30, 2023. Chicken Soup reported a net loss attributable to the Company of $101.54 million in 2022 and a net loss attributable to the Company of $50.41 million in 2021. As of Sept. 30, 2023, the Company had $481.33 million in total assets, $890.06 million in total liabilities, and a total deficit of $408.72 million. CHRISTONE DISTRIBUTION: Amends Marcus & Mulligan Secured Claims Pay ------------------------------------------------------------------- Christone Distribution, Inc., submitted an Amended Plan of Reorganization for Small Business dated January 11, 2024. The Plan Proponent's financial projections show that the Debtor will have projected disposable income for the period described in Section 1191(c)(2) of $48,333 (on average based on projections, and before making any payments specified in the plan). The final Plan payment is expected to be paid 60 months after the effective date of the Plan. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of Christone Distribution, Inc. from income generated from the future income from operations of the e-commerce business and specifically sale of auto products. Class 1 consists of the Secured claim of Amazon Capital Services, Inc. ("ACS") in the amount of $386,745. ACS and the Debtor have reached an agreement by Stipulation for use of cash collateral, and for plan treatment as follows: Neither the entry of the plan confirmation order nor the terms of the plan shall affect the lien rights of ACS. Upon the effective date of the plan, ACS shall hold a first position lien on all collateral pledged to it under its prepetition loan documents and an allowed secured claim for the full unpaid balance of the loan. The Debtor shall disburse adequate protection payments to ACS of $20,000 per month through plan confirmation. The ACS allowed secured claim shall bear interest at the contract interest rate of $10.99%. After confirmation, the Debtor shall disburse payments as follows: 12/2023 ($5,000); 1/2024 ($5,000); 2/2024 ($5,000); 3/2024 ($5,000); 4/2024 ($30,000); 5/2024 ($30,000); 6/2024 ($30,000); 7/2024 ($30,000); 8/2024 ($30,000); 8/2024 ($30,000); 9/2024 ($30,000); 10/2024 ($19,359). Class 3 consists of the secured claim of Marcus By Goldman Sachs in the amount of $123,861.36. Debtor shall disburse monthly payments of $723.22 to Marcus By Goldman commencing on the effective date of the plan and continuing for a term of 12 months followed by a step up to $2,399.64 per month for a term of 48 months, at 9% interest. Interest to begin accruing as of the effective date of the plan. Class 4 consists of the secured claim of Mulligan Funding in the amount of $448,323.00. Debtor shall disburse monthly payments of $2,617.73 to Mulligan Funding commencing on the effective date of the plan and continuing for a term of 12 months followed by a step up to $8,685.63 per month for a term of 48 months, at 9% interest. Interest to begin accruing as of the effective date of the plan. The Plan will be funded primarily through revenues generated by the operation of the Debtor's business. A full-text copy of the Amended Plan dated January 11, 2024 is available at https://urlcurt.com/u?l=0eqm2r from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Seth D. Ballstaedt, Esq. Ballstaedt Law Firm, LLC d/b/a Fair Free Legal Services 8751 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Telephone: (702) 715-0000 Facsimile: (702) 666-8215 Email: help@bkvegas.com About Christone Distribution Christone Distribution, Inc., is a professional auto spares and tires manufacturer in Las Vegas. It has operated with its partners as a special online e-commerce supply chain platform with related online orders' fulfillment services in distributing a variety of aftermarket auto parts. Christone Distribution filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 23-10055) on Jan. 7, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Jing Liu, president of Christone Distribution, signed the petition. Judge Mike K. Nakagawa oversees the case. Seth D. Ballstaedt, Esq., at Ballstaedt Law Firm, LLC, is the Debtor's bankruptcy counsel. CINEMARK HOLDINGS: Orbis Investment, Allan Gray Hold 10.1% Stake ---------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Orbis Investment Management Limited and Allan Gray Australia Pty Limited disclosed that as of December 31, 2023, they collectively hold beneficial ownership of 12,315,523 shares of Cinemark Holdings, Inc's common stock, with Orbis holding 12,267,210 shares, and Allan Gray 48,313 shares, representing approximately 10.1% of the Issuer's common stock. A full-text copy of the report is available at: https://www.sec.gov/Archives/edgar/data/940594/000108514624000130/cnka1.htm About Cinemark Holdings Headquartered in Plano, Texas, Cinemark Holdings Inc. (NYSE: CNK) -- https://ir.cinemark.com/ -- is one of the largest movie theatre companies in the world. Its circuit, comprised of various brands that also include Century, Tinseltown and Rave, as of September 30, 2023, operated 507 theatres with 5,765 screens in 42 states domestically and 13 countries throughout South and Central America. As of September 30, 2023, the Company had $4.8 billion in total assets and $2.4 billion in long-term debt. Egan-Jones Ratings Company on August 3, 2023, maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Cinemark. CITADEL OF PRAISE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Citadel of Praise & Worship, Inc. 105-107 Barbey St. Brooklyn, NY 11207 Business Description: The Debtor is a religious organization in Brooklyn, New York. Chapter 11 Petition Date: January 17, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-40218 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Leo Jacobs, Esq. JACOBS PC 595 Madison Avenue FL 39 New York, NY 10022 Tel: (718) 772-8704 Email: leo@jacobspc.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin Bond as pastor. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QYXELAI/Citadel_of_Praise__Worship_Inc__nyebke-24-40218__0001.0.pdf?mcid=tGE4TAMA CITY BREWING: Eaton Vance EFR Marks $685,000 Loan at 26% -------------------------------------------------------- Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $685,000 loan extended to City Brewing Company, LLC., to market at $508,121 or 74% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Term Loan (SOFR + 3.50%) to City Brewing Company. The loan accrues interest at a rate of 9.164% per annum. The loan matures on April 5, 2028. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place, Boston, MA 02110 City Brewing Company is a premier, state-of-the-art beverage production and packaging company. CNT HOLDINGS: S&P Affirms 'B' Rating on First-Lien Term Loan ------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issue-level rating on CNT Holdings I Corp.'s $565 million add-on to its existing first-lien term loan. S&P's 'B' issuer credit rating on the company and stable outlook are unchanged. S&P said, "The stable outlook reflects our expectation for improving credit measures over the next 12 months, with leverage declining to about 6x for 2023 and FOCF generation of about $70 million. "We have assigned a new Management & Governance (M&G) assessment of moderately negative to CNT Holdings following the Jan. 7 publication of S&P Global Ratings' revised criteria for evaluating the credit risks presented by an entity's M&G framework. "We expect credit metrics for CNT Holdings I Corp. (1-800 Contacts) to remain in line with our expectations following the company's revised $565 million fungible add-on to its term loan facility. It is also extending and upsizing its undrawn revolving credit facility to $150 million and repricing its previously outstanding first-lien term loan. Our 'B' issue-level rating is unchanged. Based on the updated capital structure after the upsize from the initial add-on launch, we have revised our recovery rating on the first-lien debt to '4' from '3', reflecting our expectation of average (30%-50%; rounded estimate: 40%) recovery for first-lien debtholders in the event of default." CNT Holdings intends to use the term loan add-on proceeds to pay off its $315 million of second-lien term debt and fund a $250 million distribution to shareholders. S&P said, "Pro forma for the transaction, we expect S&P Global Ratings-adjusted leverage of about 7x. We believe it will continue to expand its revenue and EBITDA base, leading us to forecast leverage improving to 6.2x by the end of 2024 with free operating cash flow in excess of $70 million." S&P said, "S&P Global Ratings assigned a new M&G modifier assessment of moderately negative to CNT Holdings. Our M&G assessment considers the management and governance framework of the company. We typically assign an M&G modifier of moderately negative when a company's ownership structure includes ownership of more than 40% by a financial sponsor. Accordingly, our M&G assessment of moderately negative reflects the company's ownership by a financial sponsor. The action follows the revision to our criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can affect an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. "The stable outlook reflects our expectation for improving credit measures over the next 12 months, with leverage declining to about 6x for 2023 and FOCF generation of about $70 million." S&P could lower its rating on CNT if: -- It adopted a more aggressive financial policy, leading to adjusted debt to EBITDA sustained above 7x; or -- Heightened competition in the industry reduced the company's niche position, leading to top-line pressures and margin compression. While unlikely, S&P could raise its rating within the next year if: -- Adjusted debt to EBITDA were sustained below 5x. In such a scenario, the company would have to adopt a less-aggressive financial policy that leads S&P to believe the risk of a leveraging event is minimal, likely requiring a material ownership reduction by the financial sponsors; or -- CNT expanded its market presence substantially, leading S&P to favorably reassess its view of its competitive positioning. S&P said, "Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe CNT's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." CONGREGATION BNAI: Hires Till Law Group as Bankruptcy Counsel ------------------------------------------------------------- Congregation Bnai Chaim of Murrieta Hot Springs seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Till Law Group as its counsel. The firm's services include: a) advising the Debtor regarding its powers and duties with respect to the administration of the Bankruptcy Case; b) representing the Debtor in proceedings or hearings before this Court unless the Debtor is represented in such proceeding or hearing by other special counsel; c) attending meetings and negotiating with creditors and other parties-in-interest; d) taking necessary actions to protect and preserve the estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor or the estate in the Bankruptcy Case, negotiating on behalf of the Debtor with respect to all litigation in which the Debtor is involved, and objecting to claims that are filed against the Debtor's estate; e) preparing all motions, applications, answers, orders, reports, and papers on behalf of the Debtor that are necessary to the administration of this Bankruptcy Case; f) representing the Debtor in connection with any proceedings relating to dispositions and use of assets; g) advising and assisting the Debtor in connection with the preparation, confirmation, and consummation of a plan of reorganization; and h) performing such other and further services as typically may be rendered by counsel for a debtor in a subchapter V case. The firm received a retainer in the amount of $6,738. The firm will be paid at these rates: James E. Till, Esq. Partner $700 Brett H. Ramsaur Of Counsel $500 Martha Araki Paralegal $250 Myrtle John Paralegal $350 James Till, Esq., a partner at Till Law Group, assured the court that his firm is a "disinterested person" within the meaning of Section 101(14). The firm can be reached through: James E. Till, Esq. TILL LAW GROUP 120 Newport Center Drive Newport Beach, CA 92660 Telephone: (949) 524-4999 Email: james.till@till-lawgroup.com About Congregation Bnai Chaim of Murrieta Hot Springs Congregation Bnai Chaim of Murrieta Hot Springs is a tax-exempt religious organization. Congregation Bnai Chaim of Murrieta Hot Springs filed its voluntary petition for protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-15822) on Dec. 13, 2023, listing $1,000,001 to $10 million in assets and $100,001 to $500,000 in liabilities. The petition was signed by Tracy Nusbaum as chief executive officer. Judge Mark D. Houle oversees the case. James E. Till, Esq. at TILL LAW GROUP represents the Debtor as counsel. CONSTELLATION AUTOMOTIVE: PGIM Marks GBP1.02MM Loan at 18% ---------------------------------------------------------- PGIM Absolute Return Bond Fund has marked its GBP1,025,000 loan extended to Constellation Automotive Group Ltd to market at GBP839,071 or 82% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in Prudential Investment Portfolios 9's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. The Fund is a participant in a Facility 1 Loan (SONIA + 7.500%) to Constellation Automotive. The loan accrues interest at a rate of 12.709% per annum. The loan matures on July 27, 2029. Prudential Investment Portfolios 9 is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The RIC is organized as a Delaware Statutory Trust. PGIM Absolute Return Bond Fund is a series of Prudential Investment Portfolios 9. The Fund is classified as a diversified fund for purposes of the 1940 Act. The RIC can be reached at: Andrew R. French 655 Broad Street, 6th Floor Prudential Investment Portfolios 9 Newark, NJ 07102 Constellation Automotive Group Limited offers digital used car marketplace. The Company offers used passenger cars, utility vehicles, and trucks, as well as provide parts and accessories, repairs and maintenance, finance, and insurance services. The Company's country of domicile is the United Kingdom. CORE SCIENTIFIC: Bankruptcy Court Confirms Chapter 11 Plan ---------------------------------------------------------- Core Scientific, Inc. (OTC: CORZQ), a leader in high-performance blockchain computing data centers and software solutions, on Jan. 16 disclosed that the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") has confirmed the Company's Chapter 11 plan of reorganization (the "Plan"). The Bankruptcy Court's approval of the Plan clears the way for Core Scientific to emerge and re-list on Nasdaq by the end of January 2024. Under the terms of the Plan, shareholders (as of the anticipated record date of January 23, 2024) will receive shares of the Company's new common stock and warrants, constituting approximately 60% of the Company's new equity (following exercise of the warrants issued to existing shareholders and including new shares issued as part of the equity rights offering). Assuming the cash exercise of all applicable warrants, and the cash is used to pay down debt, the Company's existing debt would be paid in full, a reduction of approximately $1 billion from its debt balance prior to the Plan. Plan approval comes shortly after the Company announced it had fully paid off its DIP financing and successfully completed an oversubscribed $55 million Equity Rights Offering. "Today's plan confirmation is a defining moment in our reorganization; we're poised to emerge by the end of this month as an even stronger company, with a highly motivated team that is aligned for success," said Adam Sullivan, Core Scientific Chief Executive Officer. "With demand for Bitcoin and high-value compute continuing to rise, we look forward to creating value for our shareholders as we execute our growth plan, de-lever our balance sheet and deliver superior efficiency at scale." Weil, Gotshal & Manges LLP served as Core Scientific's counsel. PJT Partners LP served as investment banker to Core Scientific. AlixPartners LLP served as restructuring advisor to Core Scientific. Additional Information about the Restructuring Process The full terms of the Plan and Disclosure Statement, as well as additional information about the chapter 11 filing, including court documents, can be found online free of charge at https://cases.stretto.com/CoreScientific. Stakeholders with questions may call Stretto at +1 (888) 765-7875 (U.S.) or +1 (949) 404-4152 (international) or email TeamCoreScientific@stretto.com. About Core Scientific Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge Christopher M. Lopez oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. Meanwhile, B. Riley Commercial Capital, LLC, as administrative agent under the Replacement DIP facility, is represented by Choate, Hall & Stewart, LLP. On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Willkie Farr & Gallagher, LLP as legal counsel and Ducera Partners, LLC as investment banker. The U.S. Trustee for Region 7 appointed an official committee of equity security holders. The equity committee is represented by Vinson & Elkins, LLP. CORNER LOUNGE 1: Seeks to Hire Ronald Paltrowitz as Legal Counsel ----------------------------------------------------------------- The Corner Lounge 1, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Ronald Paltrowitz, Esq., an attorney practicing in New York. The Debtor requires legal counsel to: (a) prepare and file amended schedules, statement of financial affairs, and other documents required by the court; (b) represent the Debtor at the meeting of creditors; (c) prepare legal documents; and (d) advise the Debtor in connection with all matters pending before the court. The attorney will be paid at his hourly rate of $350. Prior to the petition date, the attorney received a retainer of $5,000. Mr. Paltrowitz disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Ronald I. Paltrowitz, Esq. 405 Lexington Avenue 26th Fl. New York, NY 10174 Telephone: (917) 822-23881 About The Corner Lounge 1 The Corner Lounge 1, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11304) on Aug. 15, 2023, with up to $1 million in both assets and liabilities. Romuald Hein, managing member, signed the petition. Judge John P. Mastando III oversees the case. Ronald I. Paltrowitz, Esq., represents the Debtor as legal counsel. CORRELATE ENERGY: Appoints New CFO, Board Members ------------------------------------------------- Correlate Energy Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the board of directors appointed Johan ver Loren van Themaat as the Company's Chief Financial Officer on January 4, 2024, pursuant to the terms of the employment agreement entered into between the Company and Themaat on August 24, 2023. Additionally, the board of directors appointed each of Dr. Christine Gulbranson and Alina Zagaylova to serve as members of the Company's board of directors, until their earlier resignation or removal. Since September 1, 2023, Johan Themaat has been the Company's Vice President of Finance. Themaat has held key financial positions at private, public, and startup companies, including Mission Energy, NGL Energy Partners, and RBS. Themaat brings his proficiency in financial strategy, planning and analysis, M&A, and capital-raising transactions to the Company. From January 2021 to July 2023 Themaat was CFO of Mission Energy, a private C&I solar developer for non-profits where he led financial strategy, back-office operations, and corporate development. From April 2014 to December 2020, he was CEO of two startup midstream infrastructure developers, Black Canyon Midstream and First River Energy, where he directed all aspects of company's operations, offered strategic direction, and implemented growth initiatives including organic growth, capital raises and acquisitions. From August 2011 to March 2014, Themaat was VP of M&A and Investor Relations of NGL Energy Partners (NYSE:NGL midstream MLP) where he was instrumental in executing the acquisition strategy, forecasting, and board communications. From October 2006 to August 2011, he was a Vice President of Energy Investment Banking at The Royal Bank of Scotland (a public global financial institution) where he gained his financial experience. Themaat earned an MBA from Tulane University and an Electrical and Electronic Engineering Degree from the University of Stellenbosch. Dr. Christine Gulbranson is the Founder of Nova Global Ventures, a fund focused on AI and disruptive technology, partnering with Global Corporate Venturing to use data to co-invest alongside top firms and has been its CEO and Managing Partner since its formation in July, 2023. Since July 2023, Dr. Gulbranson has served as the Chief Investment Officer of Treehouse Studios, an athlete-focused, corporate-leveraged startup studio focusing on AI-powered consumer technology and commerce products. In 2022 Dr. Gulbranson released her book TRANSFORMATIVE INNOVATION®: Today's Capital Drives Tomorrow's Exponential Growth & Profits to Advance the World where she highlights the need for innovation and its key drivers to transform markets and society. At the end of 2020, Dr. Gulbranson set out to write her book entitled "TRANSFORMATIVE INNOVATION®: Today's Capital Drives Tomorrow's Exponential Growth & Profits to Advance the World". She previously served as CEO and director, from 2019 to 2020, of a Silicon Valley private family foundation/office (funded by Sergey Brin), and as Chief Innovation Officer of the University of California System, from 2016 to 2019, overseeing a $100B+ technology investment portfolio, $37B operations budget, and $1B+ in sales. Dr. Gulbranson earned five degrees from UC Davis – BS in physics, a BS, MS, and PhD in materials science and engineering, and an MBA. She holds patents in the fields of nanotechnology and lighting. Alina Zagaytaova served as General Counsel, Corporate Secretary and Chief Compliance Officer of Redwood Materials, Inc., a battery materials company from January 2022 to December 2023. From November 2019 to January 2022, Zagaytova served as Deputy General Counsel and Assistant Corporate Secretary of Marqeta, Inc., a global fintech company, where she led strategic transactions, including a successful $16 billion IPO. From June 2014 to November 2019, Zagaytova worked at First Solar Inc. (FSLR) as Chief Counsel Business Development where she worked on corporate and business development, finance, and M&A. Prior to that, she spent seven years working at the law firms of Cleary Gottlieb LLP and Hogan Lovells, LLP. Between 2017 and 2023, Zagaytova also served as a Director on the Boards of Clean Energy Collective, LLC and Younicos AG, and as a Board Advisor to Deep Isolation and Retrolux Inc. Zagaytova received a Juris Doctorate from Harvard Law School and a Bachelor of Arts in Political Science from the University of California, Berkeley. About Correlate Correlate Energy Corp. (OTCQB: CIPI), formerly Correlate Infrastructure Partners Inc., together with its subsidiaries, is technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions North America. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. Correlate reported a net loss of $7.16 million on $3.40 million of revenues for the year ended Dec. 31, 2022, compared to a net loss of $90,249 for the year ended Dec. 31, 2021. As of Sept. 30, 2023, Correlate has $5,745,224 in total assets and $8,092,453 in total liabilities. In its Quarterly Report for the three months ended Sept. 30, 2023, Correlate said it has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. CPC ACQUISITION: Eaton Vance EFR Marks $674,000 at 21% ------------------------------------------------------ Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $674,000 loan extended to CPC Acquisition Corp., to market at $533,317 or 79% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Term Loan (SOFR + 3.75%) to CPC Acquisition Corp. The loan accrues interest at a rate of 9.402%, per annum. The loan matures on December 29, 2027. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place Boston, MA 02110 CURRENT ENERGY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Current Energy, LLC d/b/a ClayDean Electric 5150 Havana Street Denver, CO 80239 Business Description: ClayDean Electric provides commercial, multi-family, and custom home electrical design and installation services. ClayDean also offers design & engineering services. Chapter 11 Petition Date: January 17, 2024 Court: United States Bankruptcy Court District of Colorado Case No.: 24-10213 Judge: Hon. Michael E Romero Debtor's Counsel: Keri L. Riley, Esq. KUTNER BRINEN DICKEY RILEY PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: 303-832-2400 Email: klr@kutnerlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jamie Walbert as president/CFO. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Y7OZFGY/Current_Energy_LLC__cobke-24-10213__0001.0.pdf?mcid=tGE4TAMA DBA TRANSPORTATION: Court OKs Cash Collateral Access Thru Feb 20 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York authorized DBA Transportation Inc. to use cash collateral on an interim basis, in accordance with the budget, through February 20, 2024. Prior to the Filing Date, the Debtor entered into ten loans to finance its operations. The Debtor believes the CSC filings reflect UCCs filed on behalf of Rapid Finance, Velocity Capital and Owens Capital. The total owed to those three lenders and the three lenders that filed Form UCC-1 Forms, TD Bank, Citizens Bank and MNR Capital Group, LLc equals approximately $500,000. Adequate protection is granted to the Perfected Lenders for the Debtor use of the cash collateral, and the Objecting Parties consent to the use of cash collateral, as follows: a. Perfected Lenders, and the Objecting Parties, are granted a first priority post-petition replacement lien and security interest in and to all proceeds of Perfected Lenders' and Objecting Parties pre-petition collateral generated by the Debtor's operations, postpetition, to the same extent and priority of the lien as the Perfected Lenders and Objecting Parties held in the cash collateral pre-petition; and b. Perfected Lenders and the the Objecting Creditors, are granted a super-priority administrative expense claim to the extent of any diminution of value of the cash collateral as may be determined by the Court. Unless these terms are superseded by a subsequent order of the Court, the Objecting Parties will receive, on or before February 15, March 15 and April 15, 2024, the greater of (1) $9,600 (in this case, to be split equally among the Objecting Parties up to the amount of their claims); or (2) 40% of the cash available at the end of the preceding month from the Debtor's operations consistent with the Budget (in this case, to be split 20% to Velocity, 15% to MNR and 5% to Webfund, up to the amount of their claims) and the Debtor and Objecting Parties reserve all of their rights, including to seek a determination on the nature of the the transactions between the Debtor and the Objecting Parties and the extent, validity and priority of the claims of the Objecting Creditors. A final telephonic hearing on the matter is set for February 14 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=DVtKxS from PacerMonitor.com. About DBA Transportation, Inc. DBA Transportation, Inc. provides daily transportation for developmentally disabled adults from their homes, to and from their daily educational and habilitation programs at AHRC facilities located in Bohemia and Westhampton Beach, New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-74786) on December 20, 2023. In the petition signed by Charles Rampone, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Robert E. Grossman oversees the case. Eric J. Snyder, Esq., at Wilk Auslander LLP, represents the Debtor as legal counsel. DBA TRANSPORTATION: Seeks to Hire Bedrock Business as Accountant ---------------------------------------------------------------- DBA Transportation, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Bedrock Business Builders Corp. as its accountant. The Debtor requires the services of the accountant to prepare and file the Monthly Operating Reports required by the Office of the United States Trustee, and if necessary, tax returns. The services contemplated herein will be provided by Joseph DiChiara, Bedrock's principal, at an hourly rate equal to $350 an hour. It is expected that the fees will not exceed $3,500 a month. Mr. DiChiara assured the court that his firm is a "disinterested person" as that term is defined in 11 U.S.C. Section 101(14), and does not have any connections with the Debtor, its creditors, or any other party in interest or its respective attorneys. The firm can be reached through: Joseph DiChiara Bedrock Business Builders Corp. 11 Amityville Rd Sound Beach, NY 11789 Phone: (661) 752-5639 Email: support@bedrockbusinessbuilders.com About DBA Transportation, Inc. DBA Transportation, Inc. provides daily transportation for development ally disabled adults from their homes, to and from their daily educational and habilitation programs at AHRC facilities located in Bohemia and Westhampton Beach, New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-74786) on December 20, 2023. In the petition signed by Charles Rampone, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Robert E. Grossman oversees the case. Eric J. Snyder, Esq., at Wilk Auslander LLP, represents the Debtor as legal counsel. DELIVUK TRANSPORTATION: Case Summary & One Unsecured Creditor ------------------------------------------------------------- Debtor: Delivuk Transportation Services, LLC 1029 Michelson Lane Allen, TX 75002 Business Description: The Debtor is part of the general freight trucking industry. Chapter 11 Petition Date: January 18, 2024 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 24-40118 Debtor's Counsel: Robert T DeMarco, Esq. DEMARCO MITCHELL, PLLC 500 N. Central Expressway Suite 500 Plano, TX 75074 Tel: (972) 578-1400 Email: robert@demarcomitchell.com Total Assets: $989,672 Total Liabilities: $1,264,793 The petition was signed by Damir Delivuk as its managing member. The Debtor listed Bank of America, P.O. Box 660441, Dallas, TX 75266-0441, as its sole unsecured creditor holding a claim of $32,500. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K24CYMI/Delivuk_Transportation_Services__txebke-24-40118__0001.0.pdf?mcid=tGE4TAMA DIAMOND SPORTS: Enters Into Confidentiality Agreements ------------------------------------------------------ Diamond Sports Group, LLC, on Jan. 17, 2024, issued the following updates: In December 2023, Diamond entered into confidentiality agreements (the "NDAs") with certain holders of its funded indebtedness (the "Creditors") in connection with the Creditors' evaluation of a potential alternative transaction involving Diamond. In connection therewith, Diamond shared certain unaudited financial information and financial projections for future periods (the "Unaudited Financial Summary") with the Creditors as part of discussions among the parties concerning a potential transaction to be implemented in connection with Diamond's Chapter 11 cases. Diamond also announced that on January 16, 2024, it entered into (1) a restructuring support agreement (the "RSA") that provides a framework for a reorganization plan that would enable Diamond to emerge from bankruptcy as a going concern and continue operating beyond 2024 and (2) a settlement term sheet (the "Settlement Term Sheet") with Sinclair, Inc., Bally's Corporation, JPMorgan Chase Funding Inc., and JP Morgan Chase & Co. Pursuant to the NDAs, Diamond agreed to publicly disclose certain information upon the occurrence of certain events set forth in the NDAs. Diamond is disclosing the Unaudited Financial Summary, the RSA, and the Settlement Term Sheet in satisfaction of its obligations under the NDAs. Additional information regarding Diamond's Chapter 11 cases, including court filings and information about the claims process are available at https://cases.ra.kroll.com/DSG. About Diamond Sports Group Diamond Sports Group, LLC, and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. DIAMOND SPORTS: Enters Into Plan Deal With Creditor Groups ---------------------------------------------------------- Diamond Sports Group on Jan. 17, 2024, disclosed that it has entered into a Restructuring Support Agreement ("RSA") with its largest creditor groups, including over 85% of the Company's first lien debt holders, over 50% of the Company's second lien debt holders, and over 66% of unsecured bond holders, which provides a framework for a reorganization plan that would enable Diamond to emerge from bankruptcy as a going concern and continue its operations. The RSA includes a commitment from certain of the Company's debt holders to provide $450 million of junior secured superpriority debtor-in-possession financing. The proceeds of this financing will be used to support Diamond's operations as the Company finalizes a comprehensive reorganization plan and to repay $350 million of Diamond's existing first lien indebtedness to facilitate the restructuring. In addition, Diamond's key creditors have reached agreement on financial terms and a go-forward capital structure that will be the foundation of the reorganization plan to facilitate Diamond's emergence from bankruptcy as a going concern. Certain large holders of Diamond's debt have committed to make a substantial investment in the company and exchange their debt into equity to be issued by reorganized Diamond. Under the terms of the RSA, Amazon also has committed to make a minority investment in Diamond and enter into a commercial arrangement to provide access to Diamond's services via Prime Video. Under this arrangement, Prime Video will become Diamond's primary partner through which customers will be able to purchase direct-to-consumer (DTC) access to stream local Diamond channels. Customers will be able to access all local DTC content, including live MLB, NBA and NHL games, and pre- and post-game programming, for the teams for which Diamond retains DTC rights, through Prime Video Channels. Additional details regarding pricing and availability will be announced at a later date. In addition, Diamond looks forward to continuing to partner with its existing MVPD distribution partners to broadcast its MLB, NBA and NHL content. Diamond also announced that it has an agreement in principle with its parent, Sinclair Inc., to settle the pending litigation between the companies and the other named defendants, which settlement is supported by Diamond's creditors that are parties to the RSA. Under the settlement, among other things, Sinclair will pay Diamond $495 million in cash and provide ongoing management and transition services to support Diamond's reorganization and separation from Sinclair's operations. Under the RSA, the proceeds from the Sinclair settlement will be used to support the reorganization plan and fund distributions to certain creditors. David Preschlack, CEO of Diamond stated: "We are thrilled to have reached a comprehensive restructuring agreement that provides a detailed framework for a reorganization plan and substantial new financing that will enable Diamond to operate and thrive beyond 2024. We are grateful for the support from Amazon and a group of our largest creditors who clearly believe in the value-creating potential of this business. Diamond's near-term focus will be on implementing the RSA and emerging from bankruptcy as a going concern for the benefit of our investors, our employees, our team, league and distribution partners, and the millions of fans who will continue to enjoy our broadcasts." The RSA, the Amazon investment and commercial agreements, and the Sinclair litigation settlement are subject to conditions, and the transactions described therein are subject to approval by the U.S. Bankruptcy Court for the Southern District of Texas. Additional information regarding Diamond's Chapter 11 cases, including court filings and information about the claims process are available at https://cases.ra.kroll.com/DSG. About Diamond Sports Group Diamond Sports Group, LLC, and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. DIAMOND SPORTS: PGIM Marks $247,000 Loan at 62% ----------------------------------------------- PGIM Global Total Return Fund, Inc. has marked its $247,000 loan extended to Diamond Sports Group LLC, to market at $92,737 or 38% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in Prudential Global Total Return Fund, Inc.'s Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. The Fund is a participant in a First Lien Term Loan (1 Month SOFR + 10.100%) to Diamond Sports. The loan accrues interest at a rate of 12.775% per annum. The loan matures on May 25, 2026. Prudential Global Total Return Fund, Inc. is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The RIC is organized as a Maryland Corporation. PGIM Global Total Return Fund is a series of the RIC. The Fund is classified as a diversified fund for purposes of the 1940 Act. The RIC can be reached at: Andrew R. French Prudential Global Total Return Fund, Inc. 655 Broad Street, 6th Floor Newark, NJ 07102 Diamond Sports Group LLC is an American media and entertainment company operating as a subsidiary of Sinclair Broadcast Group, and partnered with Allen Media Group. The company operates Bally Sports, a group of regional sports channels that was formerly known as the Fox Sports Networks DIOCESE OF ROCKVILLE: Associated Int'l Has Issues w/ Modified Plan ------------------------------------------------------------------ Associated International Insurance Company joins in the objections by objecting insurers London Market Insurers and Interstate Fire and Casualty Company in response to The Roman Catholic Diocese of Rockville Centre, New York's motion for an order approving disclosure statement and granting related relief, or in the alternative, dismissing the debtor's Chapter 11 Case. Associated International is an excess insurer of the Debtor with respect to Policy No. AEL050530 issued by Associated International Insurance Company to the Diocese for the policy period October 1, 1977 to October 1, 1978 (the "Policy"). The Modified Plan is incorporated by reference and summarized throughout the Disclosure Statement. Modifications to the Plan and Disclosure Statement, including a number of pertinent exhibits thereto, were provided to the parties just two weeks prior to the response deadline, on the eve of a holiday weekend which included Christmas and New Years. The proposed procedures in the Modified Plan are prejudicial to Associated International and impair its rights under its policy contract. Associated International reserves the right to object to the Plan on any basis, including to the extent that it impairs, prejudices, or otherwise compromises any of Associated International's rights as to coverage for any specific Abuse Claim that may be asserted by the Trusts or any other party seeking insurance coverage for any Abuse Claim, including but not limited to, the right to rely on any terms, provisions, exclusions and/or conditions in the Policy or underlying insurance. Associated International has not been included in any of the discussions concerning the drafting or creation of the Plan. The Modified Disclosure Statement and Plan describe a complex arrangement pursuant to which Associated International's rights under the Policy would be transferred or abrogated without sufficient protection of Associated International's rights. The Court should ensure that any schedule for confirmation of the Plan allows sufficient time for discovery and plan-related litigation by insurers and other potential objectors to the Plan. Counsel of Associated International Insurance Company Jillian G. Dennehy, Esq. KENNEDYS CMK LLP 120 Mountain View Boulevard Basking Ridge, New Jersey 07920 Tel: (908) 605-2974 Fax: (908) 647-8390 E-mail: jillian.dennehy@kennedyslaw.com - and - George R. Calhoun, Esq. IFRAH LAW PLLC 1717 Pennsylvania Avenue, NW, Suite 650 Washington, DC 20006 Tel: (202) 524-4147 E-mail: george@ifrahlaw.com About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DIOCESE OF ROCKVILLE: Lexington Also Objects to Modified Plan ------------------------------------------------------------- Lexington Insurance Company joins in the objections by objecting insurers London Market Insurers and Interstate Fire and Casualty Company in response to The Roman Catholic Diocese of Rockville Centre, New York's motion for an order approving disclosure statement and granting related relief or in the alternative, dismissing the debtor's Chapter 11 Case. Lexington, along with certain LMI, is a participant in Policy No. SLC 5173, which is a one-year, fourth-layer excess umbrella policy (the "Excess Umbrella Policy") issued to the Debtor for the policy period of October 1, 1976 to October 1, 1977. The Modified Plan is incorporated by reference and summarized throughout the Disclosure Statement. Modifications to the Plan and Disclosure Statement, including a number of pertinent exhibits thereto, were provided to the parties just two weeks prior to the response deadline, on the eve of a holiday weekend which included Christmas and New Years. The proposed procedures in the Modified Plan are prejudicial to Lexington and impair its rights under its policy contract. Lexington reserves the right to object to the Plan, including the portions summarized in the Modified Disclosure Statement, to the extent that it impairs, prejudices, or otherwise compromises any of Lexington's rights under the Excess Umbrella Policy as to coverage for any specific Abuse Claim that may be asserted by the Trusts or any other party seeking insurance coverage for any Abuse Claim, including but not limited to, the right to rely on any terms, provisions, exclusions and/or conditions in the Excess Umbrella Policy or underlying insurance. Lexington continues to reserve all of its rights under the Excess Umbrella Policy and at law with respect to the terms, conditions, provisions and exclusions of the Excess Umbrella Policy, including its rights related to the process of resolving any coverage potentially available for any individual claim. Attorneys for Lexington Insurance Company: Robert W. DiUbaldo, Esq. Nora A. Valenza-Frost, Esq. Alex B. Silverman, Esq. CARLTON FIELDS, P.A. 405 Lexington Avenue, 36th Floor New York, NY 10174-0002 Tel: (212) 785-2577 E-mail: rdiubaldo@carltonfields.com nvalenza-frost@carltonfields.com asilverman@carltonfields.com - and - Luis Orengo, Jr., Esq. CARLTON FIELDS, P.A. Corporate Center Three at International Plaza 4221 West Boy Scout Blvd., Suite 1000 Tampa, FL 33607-5780 Tel: (813) 223-7000 E-mail: lorengo@carltonfields.com About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DIOCESE OF ROCKVILLE: LMI Says Modified Plan Not Confirmable ------------------------------------------------------------ Certain Underwriters at Lloyd's, London subscribing various policies, Ancon Insurance Co. (UK) Ltd., Assicurazioni Generali T.S., Dominion Insurance Co. Ltd., Excess Insurance Co. Ltd., London & Edinburgh General Insurance Co. Ltd., St. Katherine Insurance Co. Ltd., Terra Nova Insurance Co. Ltd., Turegum Insurance Co. Ltd., Unionamerica Insurance Co. Ltd., and Yasuda Fire & Marine (UK) Ltd. (collectively, "London Market Insurers" or "LMI") object to the Modified Disclosure Statement for First Amended Plan of Reorganization Proposed by the Roman Catholic Diocese of Rockville Centre, New York, filed on December 22, 2023. LMI believes that a global agreement among the Roman Catholic Diocese of Rockville Centre, New York, its related entities, its insurers, and the Abuse Claimants is the best resolution for all the parties. The Modified First Amended Chapter 11 Plan of Reorganization for the Roman Catholic Diocese of Rockville Centre, New York is not a global consensual settlement. LMI asserts that the Disclosure Statement describes a patently unconfirmable plan. The Plan is unconfirmable because of the conflicting duties that it imposes upon the General Settlement Trustee. The conflict is created because any assignment of rights to excess coverage under the LMI Policies requires the assignee, i.e., the "General Settlement Trust", to act as the primary self-insurer for abuse-related claims ("Abuse Claims"). New York law requires any primary selfinsurer, which if the Plan is confirmed would include the Trustee, to defend tort claims implicating the LMI Policies vigorously. However, New York law also specifies that the Trustee would be a fiduciary to the Abuse Claimants with a duty to maximize the payments to the Abuse Claimants. Hence, defending Abuse Claims vigorously would violate his fiduciary duties to the Abuse Claimants. On the other hand, if the General Settlement Trustee were to maximize the payments to the Abuse Claimants, he would violate his duties as a primary self-insurer, vitiating coverage under the LMI Policies. LMI adds that the Plan is also patently unconfirmable because it seeks the Court's approval of the transfer of the Related Entities' property interests in the LMI Policies to the General Settlement Trust. In addition, the Disclosure Statement provides inadequate and misleading information, according to LMI. The Disclosure Statement fails to (i) disclose that the General Settlement Trustee has a disabling conflict; (ii) inform the tort claimants that the LMI Policies are executory contracts that must be assumed before they can be assigned to any trust; (iii) consistently describe the assignment of rights under the LMI Policies; and (iv) disclose that the Court does not have jurisdiction over the Related Parties' property interests, and therefor has no jurisdiction to approve an assignment of such interests. Accordingly, LMI requests that the Court deny approval of the Disclosure Statement. Attorneys for London Market Insurers: Russell W. Roten, Esq. (pro hac vice) Jeff D. Kahane, Esq. (pro hac vice) Andrew Mina, Esq. (pro hac vice) Betty Luu, Esq. (pro hac vice) DUANE MORRIS LLP 865 S. Figueroa St, Suite 3100 Los Angeles, CA 90017-5450 Tel: (213) 689-7400 Fax: (213) 689-7401 Email: RWRoten@duanemorris.com - and - Catalina J. Sugayan, Esq. (pro hac vice) James J. Moffitt, Esq. (pro hac vice) CLYDE & CO 30 S Wacker Drive, Suite 2600 Chicago, IL 60606 Tel: (312) 635-7000 Fax: (312) 635-6950 Email: catalina.sugayan@clydeco.us About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DLOUX PROPERTIES: Court Confirms Sale Plan ------------------------------------------ Judge Craig A. Gargotta has entered an order confirming the First Amended Plan of Reorganization of Dloux Properties, LLC. To the extent any objections to confirmation of the Plan have not been resolved or withdrawn, any such objections are denied. On the Effective Date of the Plan, property of the bankruptcy estate of the Debtor shall vest in the Debtor under 11 U.S.C. Sec. 1141(b). If the Debtor's bankruptcy case is subsequently converted to Chapter 7, all property of the Debtor shall automatically revest and become property of the bankruptcy estate of the Debtor in the converted Chapter 7 case. Any sale of property shall be accomplished by the Debtor filing a motion under 11 U.S.C. Section 363 and after notice and hearing. Chapter 11 Plan Dloux Properties submitted a First Amended Debtor in Possession's Chapter 11 Liquidating Plan of Reorganization, dated Oct. 10, 2023. This First Amended Plan seeks to reorganize by liquidating sufficient assets necessary to repay its allowed claims in full. The Plan may require the Debtor to complete the building of its Event Center that was started but halted due to the actions of Steve Robinson, a member of the Debtor. The sale of assets will be pursuant to court control. Non-priority unsecured creditors holding allowed claims will receive 100% of their allowed class. This Plan also provides for the payment of administrative and priority claims. Under the Plan, Class 3 - Unsecured Creditors will be paid in full from the proceeds of the sale of property. Payments and distributions under the Plan will be funded from the proceeds of the sale of the 74.5 acres. Any sale of assets will be sold in one of two ways: (1) by private treaty approved by the Court, and/or by public sale by an auctioneer or liquidator with approval of the Court. Debtor has filed an application to employ Kuper Sotheby Realty and Mark Connally as the Realtor which has been approved. Debtor shall have one year from the confirmation date to sell the 74.5 acres. If there is no sale, Debtor shall file with the Bankruptcy Court notice that a sale has not occurred. This notice shall be filed within 5 days of the one-year anniversary of the Effective Date. The Court shall schedule a hearing to determine whether the case should remain in a chapter 11, converted to a chapter 7, or dismissed. Attorney for Debtor: Dean W. Greer, Esq. WEST & WEST ATTORNEYS AT LAW, P.C. 2929 Mossrock, Suite 204 San Antonio, TX 78230 Tel: (210) 342-7100 Fax: (210) 342-3633 E-mail: dean@dwegreerlaw.com A copy of the Order dated Jan. 5, 2024, is available at https://tinyurl.ph/omPoU from PacerMonitor.com. About Dloux Properties Dloux Properties, LLC, is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of an improved property located at 4079 Salt Branch Loop, Gillespie County, valued at $1.75 million. Dloux Properties filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 23-50568) on May 8, 2023, listing $1,750,000 in assets and $1,275,555 in liabilities. Juan Iribarren as managing member, signed the petition. West & West Attorneys at Law, P.C., serves as the Debtor's legal counsel. EGAE LLC: Feb. 14 Hearing on Disclosure Statement ------------------------------------------------- Judge Gary Spraker has entered an order that the hearing to consider the approval of the Disclosure Statement of EGAE, LLC will be held at the United States Bankruptcy Court, Herbert A. Ross Historic Courtroom, Old Federal Building, 605 West 4th Avenue, Anchorage, Alaska on Feb. 14, 2024, at 2:00 p.m. The hearing will be conducted in-person for parties in Anchorage and via Zoom video for parties who cannot appear in person. Feb. 7, 2024, is fixed as the last day for filing and serving written objections to the Disclosure Statement in accordance with Local Rule 3017-1(c)(1). Attorney for the Debtor: John C. Smith, Esq. SMITH & SMITH ATTORNEYS AT LAW 6720 E. Camino Principal, Suite 203 Tucson, AZ 85715 Tel: (520) 722-1605 Fax: (520) 844-8070 E-mail: john@smithandsmithpllc.com About EGAE, LLC EGAE, LLC owns and operates an apartment building in Anchorage, Alaska. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ala. Case No. 23-00169) on October 5, 2023. In the petition signed by Marc Marlow, manager, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Gary Spraker oversees the case. John C. Smith, Esq., at Gerald K. Smith and John C. Smith Law Offices, PLLC, is the Debtor's legal counsel. EMCORE CORP: Bradley L. Radoff Reports 7.7% Stake as of Jan. 10 --------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, the following entities reported beneficial ownership of shares of common stock of Emcore Corp as of Jan. 10, 2024: Shares Percent Beneficially of Reporting Person Owned Class The Radoff Family Foundation 435,143 Less Than 1% Bradley L. Radoff 5,978,863 7.7% Cletus C. Glasener 2,027 Less Than 1% Jeffrey J. Roncka 0 0% The percentages are based on 77,172,167 Shares outstanding as of Dec. 9, 2023, as reported in the Issuer's Annual Report on Form 10-K filed with the SEC on Dec. 27, 2023. Cooperation Agreement On Jan. 10, 2024, Bradley L. Radoff and the Radoff Foundation entered into a Cooperation Agreement with the Issuer, pursuant to which the Issuer agreed, among other things, to immediately (i) accept the resignation of Chairman Stephen L. Domenik as a member of the Issuer's board of directors, (ii) increase the size of the Board by one member, to a total of six directors, and (iii) appoint Cletus C. Glasener and Jeffrey J. Roncka to the Board, each with a term expiring at the Issuer's 2024 annual meeting of shareholders. Pursuant to the Cooperation Agreement, the Board also agreed to immediately appoint Mr. Glasener as Chairman of the Board. The Cooperation Agreement further provides that, during the Standstill Period, each committee and subcommittee of the Board shall include at least one New Director. Pursuant to the Cooperation Agreement, the Issuer also agreed to (i) amend and restate the charter for the Strategy and Alternatives Committee of the Board to include the oversight and completion of a business review of the Issuer's operational performance, cost structure, and portfolio composition, as well as to explore all value creation levers available to the Issuer, (ii) amend the composition of the Strategy and Alternatives Committee such that it will consist of the New Directors, Bruce E. Grooms, Noel Heiks and Rex S. Jackson, and (iii) appoint Mr. Roncka as Chairman of the Strategy and Alternatives Committee. Pursuant to the Cooperation Agreement, Mr. Radoff withdrew his nomination of director candidates for election to the Board at the 2024 Annual Meeting and the Radoff Parties are subject to certain customary standstill restrictions from the date of the Cooperation Agreement until the earlier of (x) 30 days prior to the deadline for submissions of shareholder nominations for the Issuer's 2025 annual meeting of shareholders, pursuant to the Issuer's Bylaws, or (y) 120 days prior to the first anniversary of the 2024 Annual Meeting (the "Standstill Period"). During the Standstill Period, the Radoff Parties also agreed to appear in person or by proxy at the 2024 Annual Meeting and vote all Shares beneficially owned by the Radoff Parties at the 2024 Annual Meeting (i) in favor of all directors nominated by the Board for election, and (ii) otherwise in accordance with the Board's recommendations; provided, however, that in the event Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC both recommend otherwise with respect to any proposals (other than the election of directors), the Radoff Parties may vote in accordance with the ISS and Glass Lewis recommendation; provided, further, that the Radoff Parties are permitted to vote in their sole discretion with respect to any publicly announced proposals relating to a merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition of all or substantially all of the assets of the Issuer or other business combinations involving the Issuer requiring a vote of shareholders of the Issuer. In connection with the entry into the Cooperation Agreement, on Jan. 10, 2024, the Reporting Persons terminated the Joint Filing and Solicitation Agreement and Cletus C. Glasener and Jeffrey J. Roncka are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 2 to the Schedule 13D. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/808326/000092189524000076/sc13da209076059_01112024.htm About Emcore EMCORE Corporation -- https://www.emcore.com -- is a provider of inertial navigation products for the aerospace and defense markets. The Company leverages industry-leading Photonic Integrated Chip (PIC), Quartz MEMS, and Lithium Niobate chip-level technology to deliver state-of-the-art component and system-level products across its end-market applications. EMCORE has vertically-integrated manufacturing capability at its facilities in Alhambra, CA, Budd Lake, NJ, Concord, CA, and Tinley Park, IL. Irvine, California-based KPMG LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Dec. 27, 2023, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. ENCO PROPERTIES: Seeks to Hire James K. Jopling as Attorney ----------------------------------------------------------- ENCO Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ James "Jim" K. Jopling, Attorney At Law as its counsel. The Debtor also requests to have Jim Jopling associate with E.P. "Bud" Kirk, with whom Mr. Jopling will collaborate on this case. The counsel will render these services: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession and the continued operation of its business and management of its properties; b. review the various contracts heretofore entered by the Debtor and to determine which contracts should be rejected and assumed; c. prepare on behalf of the Debtor necessary schedules, statements, applications, and answers, orders, reports, and other legal documents required for reorganization; d. assist the Debtor in formulation and negotiation of a Plan with its creditors in these proceedings; e. review all presently pending litigation in which the Debtor is a participant, to recommend settlement of such litigation which the attorney deems to be in the best interest of the estate, and to make an appearance as lead trial counsel in all litigation which the attorney believes should be continued, if needed; f. review the transactions of the Debtor prior to the filing of the Chapter 11 proceedings to determine what further litigation, if any, pursuant to the Bankruptcy Code, or otherwise, should be filed on behalf of the estate; g. examine all tax claims filed against the Debtor, to contest any excessive amounts claimed therein, and to structure a payment of the allowed taxes which conforms to the Bankruptcy Code and Rules, and h. perform all other legal services of the Debtor, as debtor-in-possession, which may be necessary. Mr. Kirk is to be compensated at the rate of $125 per hour for himself. Mr. Jopling is to be compensated at the rate of $200 per hour on services in which he is assisted by Mr. Kirk, and $275 per hour for services in which he is not assisted by Mr. Kirk. The firm received a retainer in the amount of $11,738, inclusive of filing fee. Mr. Jopling assured the court that he is a "disinterested" person within the meaning of 11 U.S.C. 101(14). The counsel can be reached at: James "Jim" K. Jopling, Esq. Attorney at Law 521 Texas Avenue, Suite 102 El Paso, TX 79901 Phone: (915) 541-6099 Email: jim@joplinglaw.com - and - E.P. "Bud" Kirk, Esq. 332 Serrania Dr El Paso, TX 79932 Phone: (915) 584-3773 Email: budkirk@aol.com About ENCO Properties, LLC ENCO Properties, LLC is primarily engaged in renting and leasing real estate properties. ENCO Properties, LLC filed its volutary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-31399) on Dec 29, 2023, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Nora I. Herrera as manager. James Jopling, Esq. at JIM JOPLING, ATTORNEY AT LAW represents the Debtor as counsel. ENDO INTERNATIONAL: Scheme to Operate Parallel With Plan -------------------------------------------------------- Endo International Plc, et al., filed an Amended Joint Chapter 11 Plan of Reorganization and a corresponding Disclosure Statement. Endo Parent is, concurrently with this Disclosure Statement, publishing a scheme circular (the "Scheme Circular") describing the terms of a proposed "scheme of arrangement" under Part 9 of the Irish Companies Act 2014 (the "Scheme"). As described in the Scheme Circular and in Section VI.D (The Scheme), the Scheme will operate in parallel with the Plan to implement certain terms of the Plan as a matter of the law of Ireland ("Irish Law"). As described further in the Scheme Circular, in connection with the Scheme, the Debtors are seeking authorization from the Bankruptcy Court for Endo Parent to enter into an Irish Law governed deed poll of indemnity and contribution (the "Deed of Indemnity and Contribution"), pursuant to which Endo Parent will agree to guarantee all liabilities of all other Debtors other than liabilities for Administrative Expense Claims, priority Claims, and Claims falling within the Scheme Excluded Plan Classes. All holders of Claims subject to the Deed of Indemnity and Contribution will be entitled to enforce the Deed of Indemnity and Contribution directly against Endo Parent and, accordingly, are creditors or contingent creditors (as applicable) of Endo Parent entitled to vote on the Scheme. Further information regarding how to vote for or against the Scheme is set out below in Section VIII.D (Voting on the Scheme) and in the Scheme Circular. If you are a Scheme Creditor (as defined in the Scheme Circular), you should read the Scheme Circular for full details on, among other things, how the Plan and the Scheme interrelate, and how to submit votes in respect of the Scheme. If you are not a Scheme Creditor, you do not need to review the Scheme Circular. The Plan is the result of multiple resolutions reached through a months-long mediation process among the Debtors and key parties in interest, including the Ad Hoc First Lien Group, Multi-State Endo Executive Committee, the Committees, and the FCR, and provides for an equitable distribution of recoveries to the Debtors' creditors. The Debtors, the Ad Hoc First Lien Group, the Committees, and the FCR believe that the Plan represents the optimal means of implementation for the resolution of these Chapter 11 Cases and the settlements set forth therein, as described herein, relative to other alternatives. Pursuant to the Plan, the Debtors will use the net proceeds from the Syndicated Exit Financing (to the extent implemented), the net proceeds from the Rights Offerings, and cash on hand to fund Plan payments and distributions that are payable in cash. In the period before the Confirmation Hearing, the Debtors intend to file a motion seeking approval of and authorization to pursue the Rights Offerings and the Backstop Commitment Agreements, which motion may be heard at the same time as the Confirmation Hearing. The Rights Offerings and the Backstop Commitment Agreements are a key component of the Plan. The Rights Offerings are integrated with the treatment of Allowed First Lien Claims, Allowed Second Lien Deficiency Claims, and Allowed Unsecured Notes Claims. The Plan provides that holders of Claims in Class 1 (Priority Non-Tax Claims) and Class 2 (Other Secured Claims) will receive payment in full in cash on the Effective Date of the Plan or reinstatement or such other treatment that the Debtors elect that results in holders of such Claims or Interests being unimpaired. At the election of the Debtors, with the consent of the Required Consenting Global First Lien Creditors, holders of Claims or Interests in Class 13 (Intercompany Claims) and Class 14 (Intercompany Interests) will be either unimpaired or impaired and not receive any distribution under the Plan. Holders of Claims in Classes 3, 4(A), 4(B), 4(C), 4(D), 4(E), 4(F), 5, 6(A), 6(B), 6(C), 7(A), 7(B), 7(C), 7(D), 7(E), 8, 9, 10, 11, and 12 are impaired and entitled to vote on the Plan (the "Voting Classes"). For the reasons stated herein, the Debtors urge the holders of Claims in the Voting Classes to vote to accept the Plan. Holders of Claims and Interests in Class 15 (Subordinated, Recharacterized, or Disallowed Claims) and Class 16 (Existing Equity Interests) are impaired but are not entitled to vote on the Plan because under the Plan they will receive no recovery and are deemed to reject the Plan. In addition, certain Voting Classes entitled to vote on the Plan are Scheme Excluded Plan Classes not entitled to vote on the Scheme because, among other things, the Debtors have formed the view that it is not necessary to subject such Claims to the Scheme in order to achieve the purpose of the Scheme, which is to implement certain relevant terms of the Plan applicable to Scheme Creditors as a matter of Irish Law. Over 900,000 Proofs of Claim were filed in these Chapter 11 Cases by the General Bar Date. Close to 885,000 of those Proofs of Claim, approximately 97% of the total, did not state a claim amount. The approximately 3% of the Proofs of Claim that did state an amount asserted, in the aggregate, Claims of close to $975 billion. The vast majority of the filed Proofs of Claim assert unsecured Claims relating to opioid products, mesh products, or ranitidine products allegedly manufactured or sold by the Debtors, including Claims in the following classes: Class 4(C) (Mesh Claims), Class 4(D) (Ranitidine Claims), Class 4(E) (Generics Price Fixing Claims); Class 4(F) (Reverse Payment Claims), Class 5 (U.S. Government Claims), Class 6(A) (State Opioid Claims), Class 6(B) (Local Government Opioid Claims), 6(C) (Tribal Opioid Claims), Class 7(A) (PI Opioid Claims), Class 7(B) (NAS PI Claims), Class 7(C) (Hospital Opioid Claims), Class 7(D) (TPP Claims), Class 7(E) (IERP II Claims), Class 8 (Public School District Claims), Class 9 (Canadian Governments Claims), Class 11 (Other Opioid Claims), and Class 12 (EFBD Claims). The Claims in the aforementioned Classes are contingent, unliquidated, and/or disputed, and many of those Claims are based upon novel or untested legal theories. In addition to the legal uncertainties, the value of such Claim will depend greatly on the facts and circumstances of the Claim, and a number of highly particularized judgments about the quantum of economic and noneconomic damages that the claimant has allegedly incurred and that may be compensable under applicable law. The information necessary to determine these amounts is also generally not available from the Proofs of Claim, and, in litigation, would be learned through fact and expert discovery. Any estimate of the aggregate value of the Claims in the aforementioned Classes, and any estimate of the aggregate percentage recovery of a Class of such Claims, would be so uncertain as not to provide creditors with information useful to make judgments about the proposed Plan. Once the Debtors' path towards a 363 Sale came into focus, the Debtors and the Ad Hoc First Lien Group worked quickly to develop and negotiate the RSA, a sale term sheet (the "Sale Term Sheet"), and bidding procedures. The centerpiece of the RSA was a stalking horse bid (the "Stalking Horse Bid") to be provided by one or more entities formed in a manner acceptable to the Ad Hoc First Lien Group (the "Stalking Horse Bidder" or "Buyer") to purchase substantially all of the Company's assets. The Stalking Horse Bid provided a value "floor" to entice further bidding. The Debtors determined that moving forward with the Stalking Horse Bid represented the best available path to address the Debtors' challenges. The Stalking Horse Bid, if consummated, would have ensured that the Debtors' business continued as a going concern, saved thousands of jobs, and enabled the Buyer to fund, over time, trusts with hundreds of millions of dollars of consideration for the benefit of qualifying Opioid Plaintiffs who elected to voluntarily participate in such trusts. The consummation of the Stalking Horse Bid also would have preserved certain voluntary injunctive terms sought by opioid claimants regarding the Debtors' ongoing and future opioid-related business activities. As more fully set forth in the RSA, the Stalking Horse Bid included an offer to purchase substantially all of the Debtors' assets for an aggregate purchase price comprised of (a) a credit bid in full satisfaction of the Prepetition First Lien Indebtedness (as defined in the RSA) (approximately $6 billion), (b) $122 million (later reduced to $116 million) to wind-down the Debtors' operations following the Sale closing date, (c) $5 million in cash on account of certain unencumbered Transferred Assets (as defined in the RSA), (d) pre-closing professional fees, and (e) the assumption of certain liabilities. Importantly, the Stalking Horse Bidder also agreed to make offers of employment to all of the Company's active employees. On June 20, 2023, in accordance with the Bidding Procedures Order, the Company filed with the Bankruptcy Court a notice of termination of the Sale Process, naming the Stalking Horse Bidder as the Successful Bidder and accelerating the hearing to approve the sale from August 31, 2023 to July 28, 2023, which was thereafter adjourned. The Debtors, in discussion with the Ad Hoc First Lien Group and in light of the Resolutions reached between the Ad Hoc First Lien Group and the various key stakeholders, which resolved key issues that had previously presented barriers to confirming a chapter 11 plan, determined to pursue a largely consensual chapter 11 plan that incorporates the key terms of the restructuring contemplated under the RSA and the Resolutions. Therefore, on Dec. 19, 2023, the Debtors filed the original Plan and determined to hold the Sale Motion and Sale Hearing in abeyance during the pendency of the process by which the Debtors pursue the Plan. As part of the Bidding Procedures Order, the Bankruptcy Court also approved certain internal restructuring transactions under Irish Law that would allow the Company to consummate the Sale in a tax-efficient manner (the "Reconstruction Steps"). The Reconstruction Steps as approved in the Bidding Procedures Order were completed on May 31, 2023, and involved, among other things: (i) the re-registration from private limited companies to private unlimited companies under Irish Law of the Company's subsidiaries Endo Ventures Limited and Endo Global Biologics Limited and their consequent change of name to Endo Ventures Unlimited Company ("EVU") and Endo Global Biologics Unlimited Company ("EGBU"), respectively; (ii) the transfer of substantially all of the businesses and certain assets of EVU and EGBU to Operand Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited (together, the "Newcos"), which on completion of the Reconstruction Steps became wholly owned subsidiaries of the Company; and (iii) the Newcos each commencing a Chapter 11 Case. It was originally intended that certain remaining assets of EVU and EGBU, such as the legal interests in their third-party contracts and unexpired leases (the beneficial and economic interests having previously transferred to the Newcos as part of the Reconstruction Steps) (the "Remaining EVU/EGBU Assets"), would be transferred to the Buyer upon the Sale closing, since the Buyer would only be purchasing the equity of the Newcos and leaving behind EVU and EGBU. Under the Plan, it is anticipated that Purchaser Parent will take the equity of each of the Newcos and Operand Pharmaceuticals Holdco I Limited (the parent entity of the Newcos), and the Remaining EVU/EGBU Assets will be transferred to the Newcos as of the Effective Date pursuant to the Plan. On June 29, 2023, the Debtors filed the Debtors' Motion for an Order Authorizing Internal Reorganization Transaction (the "India Internal Reorganization Motion"), pursuant to which the Debtors sought approval to transfer the Debtors' Indian business to two of the Debtors' subsidiaries, a newly formed holding company and an existing non-debtor subsidiary (the "India Internal Reorganization"). On July 31, 2023, the Bankruptcy Court approved the India Internal Reorganization Motion (the "India Internal Reorganization Order"). Consummation of the India Internal Reorganization requires that the Debtors obtain a Foreign Direct Investment ("FDI") approval from the Government of India. Accordingly, on July 28, 2023, the Debtors submitted an application (the "FDI Application") to obtain FDI approval, and on September 25, 2023, the Government of India approved the FDI Application. Pursuant to the Plan, the Debtors will effectuate the India Internal Reorganization on the Effective Date. Although the proposed India Internal Reorganization transactions under the Plan will result in the same transfer of the Debtors' Indian business to the same two subsidiary entities as provided in the India Internal Reorganization Order, the transaction steps will not include all of the steps approved in the India Internal Reorganization Order, certain of which are no longer necessary in the context of the Plan given that the consummation of the India Internal Reorganization and the Effective Date of the Plan shall effectively occur simultaneously. Therefore, no creditors' rights will be impacted by the India Internal Reorganization. Counsel for Debtors: Paul D. Leake, Esq. Lisa Laukitis, Esq. Shana A. Elberg, Esq. Evan A. Hill, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Manhattan West New York, NY 10001 Tel: (212) 735-3000 Fax: (212) 735-2000 A copy of the Disclosure Statement dated Jan. 5, 2024, is available at https://tinyurl.ph/UEQiO from restructuring.ra.kroll.com, the claims agent. About Endo International Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Website dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. ENTXAR ELLOPROP: Seeks to Hire David T. Cain as Legal Counsel ------------------------------------------------------------- Entxar Elloprop LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Office of David T. Cain, as its legal counsel. The firm's services include: (a) advising the Debtor as to its rights, duties and powers; (b) preparing and filing any statements, schedules, plans and other documents; (c) representing the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in its Chapter 11 case; and (d) providing other necessary legal services. The firm will be paid an hourly fee of $300. David Cain, Esq., 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: David T. Cain, Esq. Law Office of David T. Cain 8626 Tesoro Dr., Ste. 811 San Antonio, TX 78217 Tel: (210) 308-0388 Fax: (210) 503-5033 Email: caindt@swbell.net About Entxar Elloprop LLC Entxar Elloprop LLC filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51806) on Dec. 29, 2023, listing $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. David T. Cain, Esq. at the the Law Office of David T. Cain represents the Debtor as counsel. ENVIVA INC: Skips $24.4 Million Senior Notes Interest Payment ------------------------------------------------------------- Enviva Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that since Nov. 9, 2023, the Company's leadership and advisors have been actively engaged in negotiations with potential strategic partners, customers, and other stakeholders in connection with the Company's previously announced comprehensive review of alternatives to strengthen its capital structure, augment liquidity, address contractual liabilities, and increase long-term profitability. As these discussions advance, the Company determined to enhance its short-term financial flexibility. As such, the Company elected to take advantage of its contractual 30-day grace period and not make the semiannual interest payment of approximately $24.4 million due on Jan. 16, 2024, with respect to the Company's outstanding 6.5% Senior Notes due 2026, notwithstanding that the Company has sufficient cash on hand to make the Interest Payment. The decision to utilize the grace period does not trigger an event of default under the indenture governing the Senior Notes nor does it result in a cross-default under any of the Company's other debt facilities, and the Company retains the right to make the Interest Payment through the end of the grace period. The Company has continued to make interest payments when due on other debt facilities. About Enviva Enviva Inc. (NYSE: EVA) is a producer of industrial wood pellets, a renewable and sustainable energy source produced by aggregating a natural resource, wood fiber, and processing it into a transportable form, wood pellets. The Company primarily sells its wood pellets through long-term, take-or-pay off-take contracts with creditworthy customers in the United Kingdom, the European Union, and Japan, who use the Company's wood pellets to displace coal and other fossil fuels to generate power and heat as part of their efforts to accelerate the energy transition away from conventional energy sources. Enviva reported a net loss of $168.37 million in 2022, a net loss of $145.27 million in 2021, and a net loss of $106.32 million in 2020. In its Quarterly Report for the period ended Sept. 30, 2023, Enviva said that it has incurred net losses of $257.8 million and $168.4 million for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively, and negative cash flow from operating activities of $25.6 million and $88.8 million, respectively for the same periods. As of September 30, 2023, the Company had $315.2 million in cash and cash equivalents, $125.5 million of restricted cash, and no availability under its revolving credit facility, resulting in total liquidity of $440.7 million. The Company's future profitability and liquidity are expected to be negatively impacted by the following matters which have resulted in substantial doubt about its ability to continue as a going concern. ENVY ME WEIGHT: U.S. Trustee Appoints Thomas Mackey as PCO ---------------------------------------------------------- Kevin Epstein, the U.S. Trustee for Region 7, appointed Dr. Thomas Mackey as patient care ombudsman for Envy Me Weight Loss, Laser, Aesthetics and More Management LLC. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Southern District of Texas on Jan. 3. A patient care ombudsman refers to an individual appointed in healthcare bankruptcies to ensure the safety of patients. The PCO monitors the quality of patient care and represents the interest of the patients of the healthcare debtor. Dr. Mackey will bill the estate at no more than $350 per hour for services rendered and $175 per hour for travel time. In addition, the PCO will seek reimbursement for his out-of-pocket expenses. About Envy Me Weight Loss Envy Me Weight Loss, Laser, Aesthetics and More Management, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33562) on September 14, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Christopher M. Lopez oversees the case. Eddie Robert Lane, III, Esq., at E. R. Lane and Associates represents the Debtor as legal counsel. ESTUARY OYSTERS: Seeks to Hire Michael H. Moody Law as Counsel -------------------------------------------------------------- Estuary Oysters, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Michael H. Moody Law, P.A to handle its Chapter 11 bankruptcy case. The firm has agreed to perform all services at the reduced hourly rate of $350 per hour for attorneys and $175 per hours for paralegals. In addition, the firm will seek reimbursement for expenses incurred. Michael Moody, Esq., managing attorney and owner of Michael H. Moody Law, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael H. Moody, Esq. MICHAEL H. MOODY LAW, PA 1881A Northwood Center Blvd. Tallahassee, FL 32303 Telephone: (850) 739-6970 Email: Michael.Moody@MichaelHMoodyLaw.com About Estuary Oysters Estuary Oysters, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-40469) on Dec. 1, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Karen K. Specie oversees the case. Michael Moody, Esq., at Michael H. Moody Law, P.A. represents the Debtor as bankruptcy counsel. ESTUARY OYSTERS: Seeks to Hire Weeks Group as Auctioneer -------------------------------------------------------- Estuary Oysters, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ The Weeks Group, LLC, as its auctioneer. The firm will conduct an auction sale of all or substantially all of the Debtor's assets. The Weeks Group intends to be compensated by way of a 10 percent buyer-side commission from the gross sales price of the assets sold from the estate via auction. The Weeks Group is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Shellie Weeks The Weeks Group LLC 2186 Sylvester Hwy, Suite 1 Moultrie, GA 31768 Phone: (229) 891-7653 Email: shellie@bidweeks.com About Estuary Oysters Estuary Oysters, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-40469) on Dec. 1, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Karen K. Specie oversees the case. Michael Moody, Esq., at Michael H. Moody Law, P.A. represents the Debtor as bankruptcy counsel. ETTA SCOTTSDALE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Etta Scottsdale, LLC 15301 Scottsdale Rd. Scottsdale, AZ 85254 Chapter 11 Petition Date: January 18, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-10063 Judge: Hon. Karen B. Owens Debtor's Counsel: Maria Aprile Sawczuk, Esq. GOLDSTEIN & MCCLINTOCK LLP 501 Silverside Road Suite 65 Wilmington, DE 19809 Tel: 302-444-6710 Email: marias@goldmclaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Etta Collective, LLC, by its Manager David Pisor, manager of the Debtor. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/M3CE5XI/Etta_Scottsdale_LLC__debke-24-10063__0001.0.pdf?mcid=tGE4TAMA FAIRPORT BAPTIST: PCO Says Patient Care Remains Stable ------------------------------------------------------ Eric Huebscher, the court-appointed patient care ombudsman, filed his tenth report regarding the quality of patient care provided at the nursing home operated by Fairport Baptist Homes and its affiliates. During the period from Nov. 7, 2023 to Jan. 5, 2024, the PCO visited the site twice and met with key employees. The PCO continued with bi-weekly phone calls with Fairport's senior leadership. During these calls, Fairport informed the PCO of any material changes, which may have had an impact on patient care. He updated, for the most part, on the sale and financing process by both the seller and the buyer's representative. In his report, the PCO noted that Fairport continued to maintain stable and uninterrupted health services to its residents. The resident census has remained stable at approximately 88 residents. The healthcare providers continue to recruit qualified candidates as well as continuing to shift agency personnel to employees. The PCO and Fairport's senior management and personnel have continued to work in a professional and cordial manner. This has enabled the PCO to efficiently discharge his responsibilities and ensure that patient care is monitored in an appropriate fashion. The PCO encourages the healthcare provider to be timelier and more transparent in its disclosures of information to the PCO, especially related to staffing issue. As of Jan. 5, patient care has not been compromised and remains stable. A copy of the tenth PCO report is available for free at https://urlcurt.com/u?l=4w531z from PacerMonitor.com. About Fairport Baptist Homes Fairport Baptist Homes and its affiliates, Fairport Baptist Homes Adult Care Facility, Inc., FBH Community Ministries and FBH Distinctive Living Communities, Inc., operate skilled nursing care facilities. Fairport Baptist Homes owns a New York-licensed 142-bed residential health care facility at the FBH campus in Fairport, N.Y., and 42 independent living units known as Deland Acres. On May 6, 2022, Fairport Baptist Homes and its affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Lead Case No. 22-20220). In the petition filed by Fairport President Thomas H. Poelma, Fairport Baptist Homes listed $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped John A. Mueller, Esq., at Lippes Mathias, LLP as bankruptcy counsel and Pullano & Farrow, PLLC as special counsel. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on June 2, 2022. Dentons US, LLP and ToneyKorf Partners, LLC serve as the committee's legal counsel and financial advisor, respectively. Eric M. Huebscher, the patient care ombudsman appointed in the Debtors' cases, is represented by Kelly C. Griffith, Esq., at Harris Beach, PLLC. FAT DADDY: Wins Cash Collateral Access Thru Feb 20 -------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio authorized Fat Daddy Co. to use cash collateral on an interim basis in accordance with the budget, through February 20, 2024. The Debtor asserts these entities have or may have a prepetition lien on the Debtor's cash collateral: a. Crediby of Arizona in the amount of $62,442 b. Proventure Capital LLC in the amount of $27,000(disputed) c. Alpine Advance 5 LLC in the amount of $64,457 d. Capify Capital in the amount of $ unknown e. Cardinal Funding Group in the amount of $30,000 f. Blade Funding in the amount of $83,021. g. Diesel Funding LLC in the amount of $28,366 i. EBF Holdings, LLC dba Everest Business Funding in the amount of $80,000. j. Reef Funding in the amount of $60,304 k. Square Funding in the amount of $97,435 l. Wynwood Capital in the amount of $60,842 m. Delta Capital the amount is unknown n. CT Corporation System, as Agent the amount and creditor is unknown o. Corporation Service Company, as Agent the amount and creditor is unknown The Debtor asserts that it is unable to determine who would be in the first position with regard to perfection of the security interests on the items subject to the cash collateral order for the reason that the initial filing was by CT Corporation as agent, with no indication as to the party for whom they were agent. As adequate protection, the Prepetition Lenders are granted valid, binding, enforceable and perfected postpetition replacement liens on the Debtor's post-petition property in the same validity, priority, and extent as they existed before the Petition Date, and additional liens solely to the extent of any diminution of the Prepetition Lenders' Collateral, in all of the Debtor's assets. A final hearing on the matter is set for February 20, 2024 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=b7x2dP from PacerMonitor.com. About Fat Daddy Co. Fat Daddy Co. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No 23-61331-tnap) on November 9, 2023. In the petition signed by Matthew C. Webster, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Tiiara N.A. Patton oversees the case. Edwin H. Breyfogle, Esq. represents the Debtor as legal counsel. FENEX FITNESS: Seeks to Hire Neeleman Law Group as Legal Counsel ---------------------------------------------------------------- Fenex Fitness Facilities, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Neeleman Law Group as its legal counsel. The firm's services include: a. assisting the Debtor in the investigation of the financial affairs of the estate; b. providing legal advice and assistance to the Debtor with respect to matters relating to this case and creditor distribution; c. preparing all pleadings necessary for proceedings arising under this case; and d. performing all necessary legal services for the estate in relation to this case. The hourly rates charged by the firm are as follows: Principals $550 per hour Associates $450 per hour Paralegals $200 per hour In addition, the firm will seek reimbursement for work-related expenses incurred. Neeleman received a retainer of $11,200 from an owner contribution. Jennifer Neeleman, Esq., at Neeleman, disclosed in a court filing that her firm does not have any interest materially adverse to the interest of the Debtor's estate, creditors or equity security holders. The firm can be reached at: Jennifer L. Neeleman, Esq. NEELEMAN LAW GROUP, P.C. 1403 8th Street Marysville, WA 98270 Neeleman Law Group, P.C. Telephone: (425) 212-4800 Facsimile: (425) 212-4802 About Fenex Fitness Facilities, LLC Fenex Fitness Facilities, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-12351-MLB) on December 14, 2023. In the petition signed by Derrick Watson, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Marc Barreca oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. FITNESS INTERNATIONAL: S&P Upgrades ICR to 'B', Outlook Stable -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Fitness International LLC to 'B' from 'B-'. At the same time, S&P assigned its 'B+' issue-level rating and '2' recovery rating (70%-90%; rounded estimate: 85%) to the company's proposed first-lien senior secured facilities. S&P said, "The stable outlook indicates our expectations for modest growth in Fitness International's revenue and EBITDA and for its S&P Global Ratings lease-adjusted leverage to remain below 6.5x. We also expect it to sustain S&P Global Ratings-adjusted free operating cash flow (FOCF) to debt above 5% through 2024. "The upgrade reflects our expectations that Fitness International will maintain leverage below 6.5x, generate positive free cash flow, and maintain at least 15% covenant headroom. We view the proposed new credit facilities as an overall credit positive. The proposed transaction is leverage-neutral, it address near-term maturities in 2025, and provide more headroom with the fixed-charge covenant. The new proposed senior secured credit facilities have a minimum 1.25 trailing-12-month EBITDA fixed-charge coverage ratio, which provides more covenant headroom due to the exclusion of rent expense compared with the previous credit agreement. Under our base case set of assumptions, we expect the company to have at least 15% headroom under the proposed fixed-charge and cash leverage covenants. "Although we are not forecasting a recession over the next 12 months, S&P Global Economics forecasts that U.S. GDP growth will slow to about 1.5% in 2024 and about 1.4% in 2025, down from about 2.4% expected in 2023. Notably, we expect the pressure will be caused by weaker real consumer spending growth and a modest increase in unemployment over the next two years. Consumer spending is expected to align with real wage growth in 2024 (which has been muted for the past year) because consumers have used up a significant portion of excess savings that had built up during the pandemic; meanwhile higher costs of capital and slower growth result in slower hiring and an uptick in unemployment. This could cause membership growth trends to slow as people cut down on expenses and members trade down to value options to save money." However, the U.S. job market remains relatively healthy, as evidenced by a steady unemployment rate in December. In addition, there is an ongoing shift toward consumer spending on experiences and in-person fitness options. In addition, Fitness International continues to add enhancements to clubs within its broad geographic portfolio as a value proposition to members, which may mitigate the risk of consumers' trading down in a worsening economic environment. S&P said, "Thus, we anticipate the company's revenue to grow in the low- to mid-single-digit percent area in 2024 and expect a full recovery in membership revenue to occur by the end of the year. We forecast Fitness International could end the year with S&P Global Ratings-adjusted net leverage in the mid-5x area, including preferred shares that pay in kind at 13.5% annually." S&P said, "For comparability across the fitness and broader leisure sector, we measure adjusted debt to EBITDA based on generally accepted accounting principles (GAAP) EBITDA, which is significantly higher than the company's measure of its modified-cash-basis EBITDA because its cash rent expense is higher than GAAP rent expense. As a result, our measure of lease-adjusted debt to GAAP EBITDA is lower than it would be otherwise. Consequently, we supplemented our analysis of leverage with our free cash flow to debt measure, which benefits from eliminating the effect of accounting accruals. Under our base case forecast, we expect FOCF to debt of about 10% through 2025." A worse-than-anticipated macroeconomic environment in the U.S., persistent inflationary pressure, and competitive pressure could result in weaker-than-expected revenue and margin improvement through 2025. While S&P's base case forecast incorporates good revenue and EBITDA growth in 2024 and 2025, it believes in a moderate recession Fitness International could underperform its revenue and EBITDA forecast. In addition, inflationary pressure could weaken its EBITDA margin and reduce its cash flow if it cannot offset cost increases with some combination of membership base growth and membership price increases. Competition from low-cost fitness operators could then further exacerbate these weaker credit measures. Fitness International operates in the highly competitive fitness club industry, which has low barriers to entry and high customer attrition. S&P said, "We believe the rise of boutique studios and no-frills, low-cost clubs present the greatest risk to member retention over time. Members may choose budget-friendly alternatives with fewer services that still satisfy their fitness needs, a targeted fitness option, or both. Over the past few years, Fitness International has introduced a moderately smaller club format, as well as clubs that offer additional services and amenities it believes enhance the member experience. The company generates significant cash flow and can invest in innovation including multiple club formats over time, which gives it the ability to address significant anticipated new competition. In 2023, the company introduced a new offering, Club Studio, which competes in the higher end of the fitness space. Offering multiple boutique studio classes and high-end health club amenities comes with higher membership fees. We expect the company to expand into the high-end market with additional Club Studio locations over the next several years." Clustering clubs in existing markets benefits Fitness International. These benefits include stronger market share, mitigating competition, and economies of scale in management and advertising. Clustering offers members convenience by providing locations in close proximity to a member's home or work location, which helps retention. Fitness International's good geographic diversity mitigates its exposure to regional economic risk. As of Sept. 30, 2023, the company operated 728 clubs in the U.S. and two Canadian provinces serving more than 5 million members. Club locations spanning more than half of the U.S. provide a strong geographic footprint and a solid market position, which modestly offsets risks associated with region-specific economic deterioration. With approximately 18% of total clubs located in California, Fitness International is less affected by events such as state-specific minimum wage increases than less geographically diverse peers. S&P said, "The stable outlook on Fitness International indicates our expectations for modest growth in revenue and EBITDA, which incorporate our forecast for S&P Global Ratings lease-adjusted leverage to remain below 6.5x and for the company to sustain S&P Global Ratings-adjusted FOCF to debt above 5% through 2024." S&P could lower its rating on Fitness International or revise our outlook to negative if it believed: -- It would sustain S&P Global Ratings-adjusted FOCF to debt below 5%; or -- Its lease- and preferred share-adjusted leverage would increase and remain above 6.5x. S&P said, "We would consider a one-notch upgrade if we come to believe that Fitness International's operating lease-adjusted debt to EBITDA will decline below 5.5x. An upgrade would also depend on our belief that management will size future potential acquisition, growth capital spending, and shareholder returns plans in a manner that sustains S&P Global Ratings-adjusted leverage under this threshold. "Social factors are a moderately negative consideration in our credit rating analysis of Fitness International. As with other gym operators, Fitness International was impacted by the COVID-19 pandemic, with temporary closures, member losses, and memberships placed on hold, leading to significantly lower revenue, a spike in leverage, and incremental debt to fund cash burn and slow recovery. We now expect that Fitness International's membership will take until at least the end of 2024 to fully recover from its pandemic trough. We believe its value-oriented offering will ultimately bring many core members back." FREEMANVILLE LIFEHOPE: Unsecureds Will be Paid in Full in Plan -------------------------------------------------------------- Freemanville Lifehope House LLC submitted a Second Amended Plan of Reorganization dated Jan. 5, 2024. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors from the sale of the 12 acres of real property located in Milton, Georgia (the "Real Property"). This Plan provides for 7 classes of secured claims; 2 class of unsecured claims, 1 class of equity holders, and 1 class of administrative claims. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100% cents on the dollar. This Plan provides for the payment of administrative claims. Under the Plan, Class 10 consists of allowed general unsecured claims. The timely filed, allowed claims of general, undisputed, liquidated, unsecured, non-priority creditors will be paid in full upon the closing of the sale of the Real Property. The amount paid to holders in this class will satisfy their claims in full. Class 10 is impaired. Debtor had previously intended to refinance the 12 acres of real property located in Milton, Georgia (the "Real Property") to fund payment to creditors. However, the unique nature of the Real Property presented obstacles to refinancing. Debtor has since identified a purchaser for the Real Property, but the potential purchaser requires that a "land swap" occur prior to closing. The proposal will involve swapping two parcels (approximately 2.25 acres) for two different parcels (approximately 3.0 acres) to create contiguous road access (the "Land Swap"). Based on recent land sales, the Land Swap will involve parcels of similar value and will increase the value of the Real Property for the estate3. The Debtor will use the funds of the sale of the Real Property to pay creditors. The sale will only be completed if it generates sufficient funds to pay all creditors in full at closing. The requirements for the Property Swap are as follows (collectively, "Property Swap Requirements"): Debtor will have 7 days from the date of confirmation of this plan to complete the Land Swap. Debtor will obtain all required permits to complete construction on the Real Property within 60 days of the Land Swap. The Real Property must be sold within 120 days of receiving the required permits. The Debtor's sale of the Real Property must be for an amount that satisfies AFL Mortgage 2, LLC's ("AFL Mortgage") lien in full. Should the Debtor fail to meet any of the Property Swap Requirements, the automatic stay concerning the Real Property will immediately become terminated, annulled, vacated and modified such that AFL Mortgage, their successors and assigns, are allowed to enforce all interests in the Real Property, including the right to foreclose. This relief shall be effective immediately, without any further act or notice, upon the Debtor's failure to comply with any of the Property Swap Requirements outlined in this Article. The stay otherwise imposed by Fed. R. Bankr. P. 4001(3) shall not be applicable. Attorney for Debtor: Ian M. Falcone, Esq. THE FALCONE LAW FIRM, P.C. 363 Lawrence St. Marietta, GA 30060 Tel: (770) 426-9359 E-mail: imf@falconefirm.com A copy of the Disclosure Statement dated Jan. 5, 2024, is available at https://tinyurl.ph/TWvBw from PacerMonitor.com. About Freemanville Lifehope House Freemanville Lifehope House, LLC is primarily engaged in renting and leasing real estate properties. It is based in Alpharetta, Ga. Freemanville Lifehope House filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-59875) on Dec. 5, 2022. In the petition filed by its manager, Mark Allen, the Debtor reported between $1 million and $10 million in both assets and liabilities. The Debtor is represented by Ian M. Falcone, Esq., at The Falcone Law Firm. FROGGY FLATS: Ordered to File Amended Disclosures by Jan. 19 ------------------------------------------------------------ Judge Benjamin P. Hursh has entered an order that the approval of the Disclosure Statement of Froggy Flats, LLC is denied. The Debtor must file an Amended Disclosure Statement that addresses the grounds for the U.S. Trustee and Creditor's objections on or before Jan. 19, 2024. Any objections to the Amended Disclosure Statement must be filed on or before Jan. 26, 2024, and heard on Feb. 9, 2024, at 9:00 a.m., or as soon thereafter as the parties may be heard in the Chief Mountain Courtroom, 3rd Floor, Missouri River Courthouse, 125 Central Avenue West, Great Falls, Montana. About Froggy Flats Froggy Flats, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mont. Lead Case No. 23-40050) on July 18, 2023. In the petition signed by William H. Stewart, member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Benjamin P. Hursh oversees the case. Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices serves as the Debtor's counsel. GOLDEN SEAHORSE: Perkins Coie Files Rule 2019 Statement ------------------------------------------------------- The law firm Perkins Coie LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of Golden Seahorse, LLC, the firm represents the group of creditors (the "Group"). Perkins Coie, counsel to Midland Loan Services, a division of PNC Bank, National Association, in its capacity as special servicer (the "Special Servicer") to the group of creditors (the "Group") consisting of: (a) Wilmington Trust, National Association, as (i) Trustee for the benefit of the registered holders of Commercial Mortgage Pass-Through Certificates Series 2018-C6 ("Trust 1"), (ii) the securitization trustee for the benefit of registered holders of Wells Fargo Commercial Mortgage Trust 2018-C47, Commercial Mortgage Pass-Through Certificates, Series 2018-C47 ("Trust 2") and (iii) the securitization trustee for the benefit of CSAIL 2018-C14 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-C14, respectively ("Trust 3"; together with Trust 1 and Trust 2, collectively, the "A Note Holders"), (b) HI FIDI B Note Owner LLC ("HI FIDI" or "B Note Holder"; together with the A Note Holders, the “Secured Lenders”) and (c) FiDi Claims LLC. The Special Servicer serves as special servicer for all of the Secured Lenders (including the B Note Holder) pursuant to that certain Co-Lender Agreement1 by and between the original lender of each of the notes held by the A Note Holders from the Debtor, Ladder Capital Finance LLC and IGIS US Private Placement Real Estate Investment Trust No. 228 (B Note Holder's predecessor in interest, hereinafter "IGIS") dated September 18, 2018 (the "Co Lender Agreement"). Prior to the petition date in this Chapter 11 Case, the Secured Lenders retained PC to represent them in foreclosing the Mortgage Loan evidenced by the notes referenced in the CoLender Agreement. PC has continued to represent the Secured Lenders in this Chapter 11 Case since the filing of the petition by the Debtor. PC has represented FiDi Claims LLC since the formation of FiDi Claims LLC. The Secured Lenders' address and the nature and amount of disclosable economic interests held in relation to the Debtors are: 1. Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Commercial Mortgage Pass-Through Certificates Series 2018-C6 ("Trust 1") c/o Midland Loan Services, a division of PNC Bank, National Association 11511 Luna Rd., Suite 400 Farmers Branch, TX 75234 * Note A-1, original principal amount of $27,025,000.00, plus amounts set forth in Claim 13-1 2. Wilmington Trust, National Association, as the securitization trustee for the benefit of registered holders of Wells Fargo Commercial Mortgage Trust 2018-C47, Commercial Mortgage Pass- Through Certificates, Series 2018-C47 c/o Midland Loan Services, a division of PNC Bank, National Association 11511 Luna Rd., Suite 400 Farmers Branch, TX 75234 * Note A-2, original principal amount of $35,000,000.00, plus amounts set forth in Claim 14-1 3. Wilmington Trust, National Association, as the securitization trustee for the benefit of CSAIL 2018- C14 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018- C14, respectively c/o Midland Loan Services, a division of PNC Bank, National Association 11511 Luna Rd., Suite 400 Farmers Branch, TX 75234 * Note A-3, original principal amount of $25,000,000.00, plus amounts set forth in Claim 15-1 4. Wilmington Trust, National Association, as the securitization trustee for Trust 1, as holder of power of attorney for HI FIDI B Note Owner LLC pursuant to Co-Lender Agreement c/o Midland Loan Services, a division of PNC Bank, National Association 11511 Luna Rd., Suite 400 Farmers Branch, TX 75234 * Note B, original principal amount of $50,000,000.00, plus amounts set forth in Claim 16-1 FiDi Claims LLC (address is c/o Midland Loan Services, a division of PNC Bank, National Association, c/o Perkins Coie LLP, 1155 Avenue of the Americas, 22nd Floor, New York, NY 10036-2711, Attn: Gary F. Eisenberg) Claim Creditor name Amount of Claim ----- ------------- --------------- 7 Best Cleaners $526.14 CASEY FIRE SYSTEMS, INC. $12,333.18 M7 SERVICES LLC $564.52 20 Parity Technology Solutions LLC $2,214.00 Terramia srl $11,964.00 3 Travel Advocates International, Inc. $1,755.23 18 U.S. Small Business Administration $191,797.30 Verified Next Payment Solution $273.98 Visiting Media LLC $1,080.00 The law firm can be reached at: PERKINS COIE LLP Gary F. Eisenberg, Esq. 1155 Avenue of the Americas, 22nd Floor New York, New York 10036-2711 Telephone: +1.212.262.6900 Facsimile: +1.212.977.1649 Email: GEisenberg@perkinscoie.com About Golden Seahorse Golden Seahorse LLC, doing business as Holiday Inn Manhattan Financial District, operates the Holiday Inn hotel, which is a full-service hotel located at 99 Washington St., New York. It also owns an adjacent neighboring property at 103 Washington St., New York, whereby it leases space to Amazon Restaurant and Bar (doing business as St. George Tavern). The Debtor believes the value of the hotel is at least $165 million, an amount greater than the $137.2 million in principal, together with accrued interest, due pre-bankruptcy lenders. Golden Seahorse sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-11582) on Nov. 29, 2022. In the petition signed by Jubao Xie, managing member of Hysendal USA, LLC, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Philip Bentley oversees the case. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, is the Debtor's counsel. GREENUP INDUSTRIES: Court OKs Cash Collateral Access Thru Feb 28 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Greenup Industries, LLC to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, through the date of the final hearing set for February 28, 2024 at 1 p.m. Pursuant to pre-petition agreements, the Debtor granted to the U.S. Small Business Administration a valid lien and security interest in and to, among other things, all of the Debtor's tangible and intangible personal property to secure all of the Debtor's prepetition obligations to SBA. As partial adequate protection for the Debtor's use of cash collateral, the SBA is granted replacement security interests in and liens upon assets of the Debtor and its estate and all proceeds and products of that personal property, and distributions thereon, and post-petition accounts and cash to the extent that the SBA, prepetition, possessed a valid and perfected security interest and lien in any such accounts and/or cash, in the same respective priority it held prior to the Petition Date. In addition to the Adequate Protection Liens, the Court grants the SBA a super priority lien against the Debtor and its estate with priority over any and all other expenses and claims entitled to priority under 11 U.S.C. Section 507(a) to the extent of any diminution in the value of the SBA's cash collateral, and to the fullest extent provide for in 11 U.S.C. section 507(b). The Debtor will: (a) continue to keep their assets fully insured against all loss, peril and hazard; and (b) pay any and all post-petition taxes, assessments and governmental charges with respect to the collateral that serves as security for the SBA debt that are billed after the Petition Date. A final hearing on the matter is set for February 28 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=tGAscU from PacerMonitor.com. About Greenup Industries Greenup Industries, LLC is a provider of specialized services and procurement support to a diverse clientele, including the oil and gas, construction, telecommunication, and other industries, as well as city, parish, state, and federal governments. The company is based in Kenner, La. Greenup Industries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 23-12179) on December 20, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Rodney D. Greenup, Jr., president and sole member, signed the petition. Judge Meredith S. Grabill oversees the case. Michael E. Landis, Esq., at Heller, Draper & Horn, LLC represents the Debtor as legal counsel. GUZZINO LEASING: Lucy Sikes Named Subchapter V Trustee ------------------------------------------------------ The Acting U.S. Trustee for Region 5 appointed Lucy Sikes as Subchapter V trustee for Guzzino Leasing and Rental, Inc. Ms. Sikes will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Sikes declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lucy G. Sikes P.O. Box 52545 Lafayette, LA 70505-2545 Telephone: 337-366-0214 Facsimile: 337-628-1319 Email: lucygsikes1@gmail.com About Guzzino Leasing and Rental Guzzino Leasing and Rental, Inc., doing business as Utility Truck and Equipment Company, is a manufacturer of automotive parts in Lake Charles, La. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La. Case No. 24-20019) on Jan. 10, 2024, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Phillip Anthony Guzzino, managing member, signed the petition. Judge John W. Kolwe oversees the case. Arthur A. Vingiello, Esq., at The Steffes Firm, LLC represents the Debtor as legal counsel. HAGUE MEDICAL: Case Summary & Two Unsecured Creditors ----------------------------------------------------- Debtor: Haque Medical Properties, LLC 1380 Eastchester Dr., Suite 105 High Point, NC 27265 Business Description: Haque Medical is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 17, 2024 Court: United States Bankruptcy Court Middle District of North Carolina Case No.: 24-10022 Judge: Hon. Benjamin A. Kahn Debtor's Counsel: Dirk W. Siegmund, Esq. IVEY, MCCLELLAN, SIEGMUND, BRUMBAUGH & MCDONOUGH, LLP 100 S. Elm St, Ste. 500 Greensboro, NC 27401 Tel: 336-274-4658 Fax: 336-274-4540 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Imran Haque as member/manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/O4IKJ3Q/Haque_Medical_Properties_LLC__ncmbke-24-10022__0001.0.pdf?mcid=tGE4TAMA HARBOR CUSTOM: Court OKs Cash Collateral Access Thru Feb 14 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington, at Tacoma, authorized Harbor Custom Development, Inc. and affiliates to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, through February 14, 2024. As of the Petition Date, Debtor HCDI was indebted in the approximate amount of $14.322 million pursuant to the Loan Agreement, dated as of March 27, 2022, by and among the HCDI and BankUnited, N.A. The HCDI Revolving Lender is secured by liens on (i) all or substantially all of the assets of the Debtor HCDI pursuant to the Security Agreement, dated as of March 7, 2022, and UCC-1 Filing with the Washington State Department of Licensing (Filing No. 2022-076-6595-6 on March 17, 2022) and (ii) the membership certificates of Debtors Pacific Ridge CMS, LLC, HCDI FL Condo LLC, and HCDI at Semiahmoo, LLC, pursuant to the Amendment to Loan Agreement dated as of February 22, 2023. As adequate protection for the Debtors' use of cash collateral, the Secured Lenders are granted a replacement lien in the Debtors' postpetition assets of the same kind, type, and nature as the Prepetition Collateral in which such Secured Party held a lien. As additional adequate protection to the Secured Parties, the Debtors will: a. continue to maintain insurance on their assets as the same existed as of the Petition Date; and b. provide to the Secured Lenders and the Unsecured Creditors Committee (if and when formed), on or before the 20th day of each month, a report reflecting actual revenues and expenses for the prior month, as compared to the Budget for that month. As adequate protection to the Sound Entities for the diminution of any interest that the Sound Entities are determined to hold in their prepetition collateral as a result of the Stipulating Debtors use of Cash Collateral during the Second Interim Period, the Stipulating Debtors will make one adequate protection payment to the Sound Entities in the amount of $350,000 to be paid as follows: (i) $150,000 from HCDI, (ii) $100,000 from Belfair and (iii) $100,000 from Pacific Ridge. As adequate protection to BankUnited for the diminution of any interest that BankUnited is determined to hold in their prepetition collateral as a result of the Debtors use of Cash Collateral during the Second Interim Period, Debtor HCDI will make one adequate protection payment to BankUnited in the amount of $150,000; provided, however, that the Debtors reserve all rights to recharacterize the payment made should BankUnited fail to establish an interest in the Debtors' cash collateral. A final hearing on the matter is set for February 14 at 9 a.m. A copy of the order is available at https://urlcurt.com/u?l=glEmeH from PacerMonitor.com. About Harbor Custom Development, Inc. Harbor Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition, entitlement, development, construction of project infrastructure, home and apartment building construction, marketing, and sales of various residential projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-42180) on December 11, 2023. In the petition signed by Shelly Crocker, chief restructuring officer, the Debtor disclosed $223,981,000 in assets and $172,528,500 in liabilities. Judge Mary Jo Heston oversees the case. Aditi Paranjpye, Esq., at CAIRNCROSS & HEMPELMANN, P.S., represents the Debtor as legal counsel. HARRIS ENERGY: Class 6 Unsecureds to Get 100% Under Plan -------------------------------------------------------- Harris Energy Group, Inc., et al., submitted an Amended Joint Plan of Reorganization dated January 3, 2024. The Plan will treat unsecured claims as follows: * Class 6 Non-Insider General Unsecured Claims are impaired. Approximately twenty non-Insider Claimants filed proofs of claim asserting against the Debtors general Unsecured Claims. Based on the claims registers in these Chapter 11 Cases, the Debtors estimate the value of all Class 6 Claims to be approximately $600,000. On the seventh anniversary of the Effective Date, the Debtors shall pay holders of Class 6 Claims 100% of their Allowed Unsecured Claims plus interest accruing at the rate of 2.50% per annum. The Debtors may prepay the Class 6 Claimants at any time without penalty and at the Debtors' discretion. Alternate Treatment. Any holder of a Class 6 Claim may elect on their Ballot to receive on the second anniversary of the Effective Date a one-time payment of the lesser of (1) the value of its Class 6 Claim plus interest accruing at the rate of 2.50% per annum, or (2) $3,000, the payment of which shall constitute full and complete satisfaction of that Class 6 Claim. * Class 7 Unsecured Claim of William D. Harris ("Harris") is impaired. Harris filed Claim No. 10 in Case No. 23-21117-kmp and Claim No. 16 in Case No. 23-21118-kmp, asserting against HEG and RWE an unsecured claim of $2,171,008.05 on account of money loaned prepetition. Commencing on the Effective Date, the Class 7 Claim shall accrue interest at the rate of 2.50% per annum. On the thirtieth day after all Class 6 Claimants are paid in full, RWE shall commence payments to Harris on account of his Class 7 Claim in equal monthly installments of $10,000, with all principal and interest due and payable on the tenth anniversary of the date on which RWE commences payments to Harris. RWE may prepay the Class 7 Claim at any time without penalty and at the Debtors' discretion. The Debtors will make all payments to be made on or as soon as practicable after the Effective Date from a combination of: (a) net proceeds arising from the sale of land owned by Flambeau Hydro, Marseilles Hydro, LLC, and UP Hydro; (b) cash on hand as of the Effective Date; (c) cash generated from the regular business income of the Reorganized Debtors; and (d) any other sources including but not limited to recoveries from other assets identified in the Schedules and recoveries on claims. The Debtors will make all remaining payments from a combination of: (a) cash on hand; (b) cash generated from the regular business income of the Reorganized Debtors; and (c) any other sources including but not limited to recoveries from other assets identified in the Schedules and recoveries on Claims. Counsel for the Debtors: Paul G. Swanson, Esq. Peter T. Nowak, Esq. Michael C. Jurkash, Esq. SWANSON SWEET LLP 107 Church Avenue Oshkosh, WI 54901 Tel: (920) 235-6690 Fax: (920) 426-5530 E-mail: pswanson@swansonsweet.com pnowak@swansonsweet.com mjurkash@swansonsweet.com A copy of the Disclosure Statement dated Jan. 3, 2024, is available at https://tinyurl.ph/cEaWl from PacerMonitor.com. About Harris Energy Group Harris Energy Group, Inc., and its affiliates own, operate, and develop hydroelectric power plants in Wisconsin, Michigan, Iowa, and Illinois, generating power for sale to public utilities, governmental agencies, and private power producers. The plants generate power when water from rivers or lakes flows through the blades of a turbine. The turbines are connected to a generator that makes electricity, which is then sold to either the Midcontinent Independent System Operation or other public entities or private companies through power purchase agreements. Harris Energy and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Lead Case No. 23-21117) on March 16, 2023. In the petition signed by its chairman, William D. Harris, Harris Energy disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Katherine Maloney Perhach oversees the cases. The Debtors tapped Paul G. Swanson, Esq., at Steinhilber Swanson, LLP, as legal counsel and MS Financial Services as financial advisor. HAVRE EAGLES: Court Finally Approves Disclosure Statement --------------------------------------------------------- Judge Benjamin P. Hursh has entered an order that Havre Eagles Manor's Disclosure Statement is finally approved, and the Jan. 5, 2024, hearing on approval of the Debtor's Disclosure Statement is vacated. A hearing on confirmation of the Debtor's Plan will be held on Friday, Feb. 9, 2024, at 9:00 a.m., or as soon thereafter as the parties can be heard, in the Chief Mountain Courtroom, 3rd Floor, Missouri River Courthouse, 125 Central Avenue West, Great Falls, Montana. Feb. 2, 2024, is fixed as the last day for filing and serving written objections to confirmation of the Debtor's Plan and for filing written acceptances or rejections (by completing the ballot) of the Plan. About Havre Eagles Manor Havre Eagles Manor is engaged in the business of operating an adult independent living facility in Havre, Hill County, Montana. On June 20, 2023, Havre Eagles Manor commenced a voluntary reorganization proceeding by the filing of a voluntary petition under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Mont. Case No. 23-40044). The Debtor is represented by Gary S. Deschenes, Esq. HOUSE OF DEAR: Katharine Battaia Clark Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 6 appointed Katharine Battaia Clark of Thompson Coburn, LLP as Subchapter V trustee for House of Dear Hair Salon, LLC. Ms. Clark will be paid an hourly fee of $525 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Clark declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Katharine Battaia Clark Thompson Coburn, LLP 2100 Ross Avenue, Ste. 3200 Dallas, TX 75201 Office: 972-629-7100 Mobile: 214-557-9180 Fax: 972-629-7171 Email: kclark@thompsoncoburn.com House of Dear Hair Salon House of Dear Hair Salon, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 24-30068) on Jan 5, 2024, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Holly Dear, managing member, signed the petition. Eric A Liepins, Esq., at Eric A. Liepins, P.C. represents the Debtor as legal counsel. HUDSON 888 OWNER: Court OKs Cash Collateral Access Thru Feb 7 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Hudson 888 Owner LLC to use cash collateral on an interim basis, in accordance with the budget until February 7, 2024. Fee Owner and Hudson 888 Holdco LLC are indebted to BH3 in the approximate amount of $85 million in connection with various prepetition loans made by BH3 pursuant to the loan documents between the parties. During the initial four week period after the filing of the Chapter 11 Cases, Fee Owner estimates that the cash expenses for the Interim Period will be approximately $91,743 and that cash receipts will be approximately $287,380. The Mortgage Lender has a valid, perfected, and enforceable lien and security interest in Fee Owner's assets, including the Project and all rents and other revenues of the Project, including accounts receivable. As adequate protection for any post-petition diminution in the value of the Mortgage Lender's interests in the Prepetition Collateral, Fee Owner is authorized to grant to the Mortgage Lender, a valid, binding, enforceable and automatically perfected postpetition replacement lien in the Senior Loan Collateral, including postpetition-generated cash collateral. The Replacement Lien will be subject to liens and other interests in property of Fee Owner's estate existing as of the Petition Date that are both (i) valid, enforceable and not subject to avoidance by any trustee under the Bankruptcy Code; and (ii) senior under applicable non-bankruptcy law to, or encumber assets not encumbered by, the Mortgage Lender's liens in the Prepetition Collateral as of the Petition Date. These events constitute an "Event of Default": 1. Fee Owner's Chapter 11 Case is dismissed or converted to a case under chapter 7 of the Bankruptcy Code; 2. A chapter 11 trustee or examiner with expanded powers is appointed in Fee Owner's Chapter 11 Case; 3. Fee Owner ceases operations of its present businesses or takes any material action for the purpose of effecting the foregoing without the prior written consent of the Mortgage Lender, except to the extent contemplated by the Budget or otherwise approved by the Court; 4. Fee Owner expends any material amounts of funds or monies for any purpose other than those set forth in the Budget or as otherwise approved by the Court; 5. Fee Owner fails to comply with any of the terms of the Interim Order; 6. Fee Owner expends cash collateral in an amount in excess of 110% of total disbursements reflected in the attached Budget over the period of the Budget, without the advance written consent of the Mortgage Lender; or 7. Except as may be authorized under the Court's Order or with prior written consent of the Mortgage Lender, Fee Owner transfers Collateral or cash collateral to any non-Debtor. A final hearing on the matter is set for February 7, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=2qQL1w from PacerMonitor.com. About Hudson 888 Owner LLC Hudson 888 Owner LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-10021) on January 7, 2024. In the petition signed by Sheng Zhang, chairman and CEO, the Debtor disclosed up to $500 million in both assets and liabilities. Stephen B. Selbst, Esq., at Herrick Feinstein LLP, represents the Debtor as legal counsel. HUMANIGEN INC: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Humanigen, Inc. The committee members are: 1. Chime Biologics (Wuhan) Co., LTD. Attn: Kitty Yang No. 388 Gaoxin Road (No. 2) East Lake Hi-Tech Development Zone Hubei Province, Wuhan 430000 China Email:kyang@chimebiologics.com 2. Eversana Life Sciences, LLC Attn: Matt Doyle 205 North Michigan Avenue, Suite 3200 Chicago, IL 60601 Email: matt.doyle@eversana.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Humanigen Inc. Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios Pharmaceuticals, Inc. is a clinical stage biopharmaceutical company, developing its portfolio of proprietary Humaneered anti-inflammatory immunology and immuno-oncology monoclonal antibodies. The Company's proprietary, patented Humaneered technology platform is a method for converting existing antibodies (typically murine) into engineered, high-affinity human antibodies designed for therapeutic use, particularly with acute and chronic conditions. The Company has developed or in-licensed targets or research antibodies, typically from academic institutions, and then applied its Humaneered technology to optimize them. The Company's lead product candidate, lenzilumab, and its other product candidate, ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Humanigen, Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10003) on January 3, 2024, with assets of $521,000 and liabilities of $44,131,000. Ronald Barliant, independent director, signed the petition. Potter Anderson & Corroon, LLP and SC&H Group, Inc. serve as the Debtor's bankruptcy counsel and investment banker, respectively. IAP WORLDWIDE: Eaton Vance EFR Marks $391,000 at 24% ---------------------------------------------------- Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $391,000 loan extended to IAP Worldwide Services, Inc., to market at $298,161 or 76% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Second Lien Term Loan (3 mo. USD LIBOR + 6.50%) to IAP Worldwide Services. The loan accrues interest at a rate of 12.152% per annum. The loan was scheduled to mature July 18, 2023. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place Boston, MA 02110 Tel: (617) 482-8260 IAP is a provider of global-scale logistics, facilities management, and advanced professional and technical services. ICR GROUP: Gerard Luckman of Forchelli Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., at Forchelli Deegan Terrana, LLP as Subchapter V trustee for ICR Group, LLC. Mr. Luckman will be paid an hourly fee of $695 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Luckman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gerard R. Luckman, Esq. Forchelli Deegan Terrana, LLP 333 Earle Ovington Blvd., Suite 1010 Uniondale, NY 11553 Tel: (516) 812-6291 Email: gluckman@ForchelliLaw.com About ICR Group ICR Group, LLC is a company in Brooklyn, N.Y., primarily engaged in rental and leasing vehicles. ICR Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-40151) on January 11, 2024, with $1,491,000 in assets and $2,248,805 in liabilities. Isaac Birnhack, managing member of AEZ Rent A Car LLC, sole member of ICR Group, signed the petition. Judge Jil Mazer-Marino oversees the case. Robert J. Spence, Esq., at Spence Law Office, P.C. represents the Debtor as bankruptcy counsel. INTEGRITY TIRE: Seeks to Hire Hiller Law as Bankruptcy Counsel -------------------------------------------------------------- Integrity Tire, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hiller Law, LLC as its bankruptcy counsel. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued management of its assets; (b) assist the Debtor in maximizing the value of its assets for the benefit of all creditors and other parties involved in its Chapter 11 case; (c) commence and prosecute actions or proceedings on behalf of the Debtor and its estate; (d) prepare legal papers; (e) appear in court to represent and protect the interests of the Debtor and its estate; and (f) perform all other legal services for the Debtor. The firm received retainers totaling $22,295 from the Debtor. Adam Hiller, Esq., the primary attorney in this engagement, will be paid at his hourly rate of $395. Mr. Hiller disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Adam Hiller, Esq. HILLER LAW, LLC 300 Delaware Avenue, Suite 210 Wilmington, DE 19801 Telephone: (302) 442-7677 Email: ahiller@adamhillerlaw.com About Integrity Tire, LLC Integrity Tire is a wheel and tire sales and service shop, located in Dover, Delaware. Integrity Tire, LLC filed its voluntary petition for Chapter 11 protection (Bankr. D. Delaware Case No. 24-10038) on Jan 12, 2024 listing $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Jesse Zimmerman as president. Judge Laurie Selber Silverstein presides over the case. Adam Hiller, Esq. at HILLER LAW LLC represents the Debtor as counsel. JBM SPECIALTIES: Seeks to Hire Lain Faulkner & Co as Accountant --------------------------------------------------------------- JBM Specialties, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Lain, Faulkner & Co., P.C. as its accountants. The firm will render these services: a) assist in the analysis of tax and taxation issues and in the filing of any necessary information and compliance forms regarding taxes; b) perform all other accounting services and provide all other financial advice to the Debtor in connection with this case as may be required or necessary; and c) provide litigation support and testify at any hearings and/or trials as to one or more of the matters set forth above as is determined to be necessary and/or appropriate. The standard hourly rates for LainFaulkner are: Directors $440 - $560 Accounting Professionals $235 - $325 IT Professionals $300 Staff Accountants $195 - $275 Clerical and Bookkeepers $95 - $135 Kelly McCullough, director of LainFaulkner, attests that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kelly McCullough LAIN, FAULKNER & CO., P. C. 400 North St. Paul Street # 600 Dallas, TX 75201 Phone: (214) 720-1929 About JBM Specialties, LLC JBM Specialties, LLC -- http://www.WhiskeyHollowDistillery.com/-- operates a beverage manufacturing business. The company is based in Valley View, Texas. JBM Specialties filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-40497) on March 23, 2023, with $1 million to $10 million in both assets and liabilities. Areya Holder Aurzada has been appointed as Subchapter V trustee. Judge Brenda T. Rhoades oversees the case. The Debtor is represented by Robert DeMarco, III, Esq., at DeMarco-Mitchell, PLLC. JERSEY WHOLESALE: Seeks to Hire Giordano Halleran as Attorney ------------------------------------------------------------- Jersey Wholesale Tire Corporation seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Giordano, Halleran & Ciesla, P.C. as its attorneys. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Giordano charges these hourly fees: Partners $600 Associates $350 Paralegals $150 Donald Campbell Jr., Esq., the attorney who will be handling the case, charges $600 per hour. Mr. Campbell disclosed in a court filing that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Giordano can be reached through: Donald F. Campbell Jr., Esq. GIORDANO HALLERAN & CIESLA, PC 125 Half Mile Road, Suite 300 Red Bank, NJ 07701 Phone: (732) 741-3900 E-mail: dcampbell@ghclaw.com About Jersey Wholesale Tire Corporation Jersey Wholesale Tire Corporation is a merchant wholesaler of motor vehicle and motor vehicle parts and supplies. Jersey Wholesale Tire Corporation filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-10343) on Jan 12, 2024. In the petition signed by Michael Tortajada as CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. Donald F. Campbell, Jr., Esq. at Giordano, Halleran & Ciesla, P.C. represents the Debtor as counsel. JLK CONSTRUCTION: Gen. Unsecureds Owed $5.5M to Get 5% of Claims ---------------------------------------------------------------- JLK Construction, LLC, submitted a Second Amended Plan of Reorganization dated Jan. 4, 2024. Priority unsecured claims will be treated as follows: * Cons Ind Laborer Training (36) total $8,304.03. Based upon a priority claim of $8,304.03, with zero interest, paid in full between month 1 and month 120. Monthly payments are $69.20, and the claim is paid in full after month 120 of the plan. * Cons Ind Labor Supp Med (37) total $3,839.55. Based upon a priority claim of $3,839.55, with zero interest, paid in full between month 1 and month 120. Monthly payments are $32, and the claim is paid in full after month 120 of the plan. * Cons Ind Labor Welfare (38) total $40,592.75. Based upon a priority claim of $40,592.75, with zero interest, paid in full between month 1 to month 120. Monthly payments are $338.27, and the claim is paid in full after month 120 of the plan. * Greater KC Labor Vacation (39) total $8,398.50. Based upon a priority claim of $8,398.50, with zero interest, paid in full between month 1 and month 120. Monthly payments are $69.99, and the claim is paid in full after month 120 of the plan. * Cons Ind Labor Pension (40) total $32,096.30. Based upon a priority claim of $32,096.30, with zero interest, paid in full between month 1 and month 120. Monthly payments are $267.47, and the claim is paid in full after month 120 of the plan. * Operating Eng Local 101(13) total $178,753.78. Based upon a claim amount of $198,950.01, of which $178,753.78 is priority, with zero interest, paid in full between month 1 and month 120. The Debtor has analyzed monthly reports for the operating engineers to determine the precise amount of priority claims employee by employee. Employees that have exceeded the priority claim of $15,150 are non-priority, which reduces the priority amount by $6977 to $171,776.78. (See Table 2 showing employee by employee priority claim amount. any employees that go over the priority claim of $15150, next column showing non-priority, (move to unsecured). Monthly payments are $1,431.47, and the claim is paid in full after month 120 of the plan. Beyond the $178,753.78 the liquidated damages and accrued of $18,774.94 and accrued interest of $1,421.28 are treated as unsecured. Class 6 consists of General Unsecured Claims. The total amount of claims scheduled is $7,559,945. Total unsecured claims filed to date amount to $5,534,790. After comparing filed claims to proofs of claim and reconciling them, including Newtek's unsecured claims, JLK estimates reconciled claims in this class to amount to $5,557,691. This figure is subject to revisions based on events that occur. Creditors belonging to this class hold unsecured claims, claims that are partially undersecured and any rejection claims. Jesse Kagarice's contribution at month 36 for $50,000 will be paid on a pro rata. Assuming no recovery from the lawsuits, then the claims are paid at 5% over the 10-year plan. No payments are scheduled in Jan and Feb of each year, to account for cash flow dips resulting from seasonality due to weather. Monthly payments begin in month 7, and in years 1-3 are $1287, years 4-5 are $2058, and years 6-10 are $4117. Total unsecured payments are $277,884. JLK will pay to this class from recoveries from avoidance actions 50% of net monies recovered after (1) after payment of legal fees and (2) satisfaction of Newtek's lien against avoidance recoveries. The Debtor will not distribute any monies to the defendants on account of any claims pending conclusion of adversary actions against them. Table 3 in the projection provides illustrative examples depending on the dollar amount of the recoveries, then the funds will be distributed as stated above. The table also reflects the potential increased percentages to members of this class. Any creditor in this class asserting a right to attorneys' fees and costs must, within 20 days following entry of the order confirming the Plan, either file a motion for allowance of fees and costs or must file a stipulation with the Debtor as to the amount of fees and costs. The failure to timely do so will result in the disallowance of any claim for attorneys' fees and costs through the Plan's Effective Date. For creditor claim payments where payments in a given month would be less than $25.00, these claims will be paid quarterly in the 3rd month of each quarter. Class 6 is impaired. Class 7 consists of General insider unsecured claims of Cindy Kagarice for $6,000 to receive $100. Class 7 is impaired. All cash necessary on the Effective Date to fund distribution to unclassified claims, shall be contributed as stated in the disclosure statement. Debtor expects to have cash available on the Effective Date in a sufficient amount to fund payments. To the extent the Debtor does not have funds on hand to fund distributions, the Debtor may delay the Effective Date. Attorneys for the Debtor: Steven R. Fox, Esq. THE FOX LAW CORPORATION, INC. 17835 Ventura Blvd., Suite 306 Encino, CA 91316 Tel: (818) 774-3545 E-mail: srfox@foxlaw.com - and - Colin N. Gotham, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 E-mail: cgotham@emlawkc.com A copy of the Plan of Reorganization dated Jan. 5, 2024, is available at https://tinyurl.ph/euBZf from PacerMonitor.com. About JLK Construction JLK Construction, LLC, moves dirt, excavates dirt and does basic concrete flatwork. It is a union shop. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-50034) on Feb. 13, 2023. In the petition signed by Jesse L. Kagarice, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. Colin N. Gotham, Esq., at Evans and Mullinix, P.A., and Steven R. Fox, Esq., at The Fox Law Corp., Inc., represent the Debtor as legal counsel. Newtek Small Business Finance, LLC, as lender, is represented by Jonathan A. Margolies, Esq. JUDSON COLLEGE: Bondholders Tap Globic Advisors as Claims Agent --------------------------------------------------------------- Judson College seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to employ Globic Advisors, Inc. as noticing and solicitation agent for bondholders. Globic will render these services: a) provide assistance in developing the mechanical aspects of the balloting strategy; b) provide assistance in crafting the language to be used in communicating the solicitation to bondholders, working closely with you and the working group and focusing on the mechanical aspects of the documents, which will include the drafting of ancillary documents such as the ballots (master and beneficial holder); c) transmit the solicitation to the Depository Trust Company, its Participant Banks, and bondholders; d) coordinate printing with financial printers or copy shops (as appropriate); e) provide a help-line to handle questions from holders, Custodians, Clearing Systems, Brokers, and any other Intermediaries; f) disseminate any notices during the balloting period including but not limited to possible extension and/or publication of results; g) monitor the responses of each broker and bank holding bonds on behalf of their customers; coordinate with "back-offices" of other brokerage and banking companies whose customers hold the securities; and h) tabulate the ballots and present a final tabulation certificate (with all supporting data). The estimated fee for Globic is $8,000. Globic does not represent or hold any interest adverse to the Debtor, its estate or creditors in the matter upon which the firm is engaged, and is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robert Stevens Globic Advisors 485 Madison Avenue, 7th Floor New York, NY 10022 Tel: (212) 227-9699 Fax: (212) 271-3252 Email: rstevens@globic.com About Judson College Judson College was founded as a liberal arts college for women in 1838 by members of the Siloam Baptist Church in Marion, Alabama. The Debtor historically operated its college operations on an 80-acre campus located in the town of Marion in southwest Alabama. Since 1843, the Debtor has been one of those entities whose ministries are fostered by the Alabama Baptist State Convention, whose work is financially supported by the Convention, and whose ministries received the Convention's encouragement and nurture. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No. 20004) on January 8, 2024, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Daphne R. Robinson, president, signed the petition. Judge Henry A. Callaway oversees the case. Alexandra K Garrett, Esq. of SILVER VOIT GARRETT & WATKINS, is the Debtor's legal counsel. KDJJ ENTERPRISES: Unsecureds to Get Proceeds from Sale/Refinance ---------------------------------------------------------------- KDJJ Enterprises, Inc., filed with the U.S. Bankruptcy Court for the District of Arizona a Plan of Reorganization for Small Business. The Debtor is an Arizona Domestic For-Profit Business Corporation which was established and formed on June 21, 2000. The debtor's business was opened to serve as a holding company for real estate. The Debtor entered into a promissory note with the Small Business Administration through West Town Bank & Trust on August 5, 2011. The note was indorsed via an assignment to Private Mortgage Investments, LLC in the amount of $2,170,956.00. The Debtor became delinquent and defaulted on the Loan. Private Mortgage Investments, LLC initiated foreclosure proceedings. A sale date of September 14, 2023 at 2:00 pm was noticed via the Pinal County Recorder. Debtor need bankruptcy protection to ensure continued operations and maximize the return to all creditors. Private Mortgage Investments, LLC has filed a claim at number 3.1 in the amount of $3,309,944.61 on November 17, 2023. They amended claim 3.1 to 3.2 on January 8, 2024 indicating that the amount is $3,323,824.09. The collective properties are worth $5,575,000.00 thus leaving an adequate amount of equity to have all the claims paid in full via a refinance. The Plan Proponent has provided projected financial information as $212,889.60 over the life of the plan. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $212,889.60. The final Plan payment is expected to be paid on the 36th month from the effective date of the plan confirmation. The debtor's only source of income is the Lease agreement between the Debtor and Dave's Collision Specialists for $5,913.60 a month. The lease expires on June 30, 2036. This plan is also premised on the on the Debtor's ability to obtain funds for a refinance via a loan or investment. The first and last payment date are assumptive the plan is confirmed without delay. The administrative claims in this case will be paid by David Ellis. This Plan of Reorganization proposes to pay creditors of the Debtor from Rental income and funds infused from the Principal. Class 3 consists of Non-priority unsecured creditors. Class 3 is impaired by this plan and shall get up to the full claimed amount in the case of a successful refinance. Failure to refinance would result in $0. The Debtor has opened a debtor in possession account which is holding the funds from the lease agreement with Dave's Collision Specialists. Debtor shall collect the funds from the lease agreement and turn them over to the creditor Private Mortgage Investments LLC before the 15th of each month for a total of 36 months or until refinancing has been achieved whichever is shorter. Failure to refinance or sell the property and having the secured lender foreclose on the property could result in $0 for the unsecured creditors. The funds shall be paid directly from the debtor to the creditors. A full-text copy of the Plan of Reorganization dated January 11, 2024 is available at https://urlcurt.com/u?l=K1THMd from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Jacob R. Goodman, Esq. Goodman Law Practice, PLC P.O. Box 28365 Tempe, AZ 85285 Telephone: (480) 605-4409 Facsimile: (602) 491-2062 Email: Jacob@rocklawaz.com About KDJJ Enterprises KDJJ Enterprises, Inc., is categorized under Car Body Repairs and Car Body Painting. KDJJ Enterprises filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-06269) on Sept. 8, 2023, with $1 million to $10 million in both assets and liabilities. David A. Ellis, president, signed the petition. Judge Scott H. Gan oversees the case. Jacob R. Goodman, Esq., at Goodman Law Practice PLC, serves as the Debtor's bankruptcy counsel. KEHE DISTRIBUTORS: S&P Affirms 'B+' ICR on Partial Sponsor Buyout ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Illinois-based organic and specialty foods distributor KeHE Distributors Holdings LLC (KeHE). S&P said, "We also assigned a 'B' issue-level and '5' recovery rating to the company's proposed notes. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. "We have assigned a new Management & Governance (M&G) assessment of "neutral" to KeHE. This assignment follows the January 7 publication of S&P Global Ratings' revised criteria for evaluating the credit risks presented by an entity's M&G framework. "The stable outlook reflects our expectation for S&P Global Ratings-adjusted debt to EBITDA to fall below 5x over the next 12 months as EBITDA margins approach 5% and the company maintains adequate liquidity while investing in operational improvements." KeHE plans to issue $750 million of senior secured notes to refinance its existing notes, partially repay the outstanding balance on its existing asset-based lending (ABL) facility, and repurchase minority holder TowerBrook's preferred equity and most of its common equity stake in the company. The proposed issuance of $750 million senior secured notes helps increase financial flexibility and simplifies KeHE's capital structure. The company intends to use the planned issuance to refinance its existing $154 million second-lien notes due in 2026, extending its debt maturity profile. Further, KeHE plans to use approximately $421 million of proposed debt proceeds to acquire all of TowerBrook's preferred equity holdings and 59% of its common equity stake in the company. S&P said, "We expect it will use $153 million to reduce ABL borrowings, which it previously used to finance its $308 million purchase of DPI Specialty Foods in June 2023. Following the repurchase of TowerBrook's minority stake, KeHE's employee stock ownership plan (ESOP) ownership will increase to 95.3%. We expect KeHE to maintain total net leverage of less than 3.0x (company-reported) and liquidity of at least $250 million over the long term." S&P said, "We anticipate KeHE's recent acquisition of DPI Specialty Foods to drive both revenue growth and margin expansion over the next 12-24 months. In the first half of fiscal 2024 (ended Oct. 28, 2023), KeHE's revenue grew 13.8% year over year to $3.9 billion, primarily driven by DPI sales and food inflation, partially offset by lower unit volumes. We expect DPI sales to drive robust top-line growth of about 16.0% for the year in fiscal 2024. "While we anticipate some margin contraction as inflation decelerates, the drop-off will likely be largely mitigated by DPI's higher-margin business and first-in, first-out accounting. We anticipate revenue growth in fiscal 2025 to normalize to the mid-6% area as inflation abates and volumes stabilize." KeHE's last-12-month (LTM) S&P Global Ratings-adjusted EBITDA margin as of the second quarter of fiscal 2024 remained stable at 4.2% as freight and selling, general, and administrative efficiencies fully offset lower inventory revaluation. S&P said, "We anticipate its S&P Global Ratings-adjusted EBITDA margin will expand to about 4.3% in fiscal 2024, further increasing to 5% in fiscal 2025 as it realizes further DPI cost synergies and increases operating leverage. This will offset an expected slight gross margin decline in each of the next two fiscal years. Specifically, KeHE expects to realize synergies of close to $60 million and scale advantages as it further integrates DPI over the next 18 months. We anticipate workforce stabilization, cost saving initiatives, and investments in the improvement of distribution capabilities will also drive EBITDA margin expansion in fiscal 2025." S&P said, "We expect KeHE's S&P Global Ratings-adjusted leverage to peak at the close of the proposed transaction before subsiding to the low-4x area in fiscal 2025. As of Oct. 28, 2023, the company's LTM S&P Global Ratings-adjusted leverage increased to 5.1x compared with 4.5x in the prior year as it drew on its revolver to fund the purchase of DPI. We anticipate its leverage will rise to about 5.9x (excluding synergies) at the close of the proposed transaction before improving to about 5.2x by the end of fiscal 2024. We expect KeHE's leverage to contract further to 4.3x in fiscal 2025, driven by a growing EBITDA base that we forecast will increase more than 20% next fiscal year. "We also project free operating cash flow of about $85 million in fiscal 2024 and $160 million in fiscal 2025, which we believe the company will use to pay down ABL borrowings in future years, in line with its objective of achieving company-reported total net leverage of below 3.0x (currently 3.3x). "The stable outlook reflects our expectation for KeHE's S&P Global Ratings-adjusted debt to EBITDA to fall below 5x over the next 12 months as EBITDA margins approach the 5% level and for it to maintain adequate liquidity as it invests in operational improvements. "We could lower our rating on KeHE if its operating results weaken such that its S&P Global Ratings-adjusted EBITDA margins decline more than 30 basis points relative to our fiscal 2024 forecast or its fiscal 2025 EBITDA falls short of forecasted 2024 levels. This would result in S&P Global Ratings-adjusted leverage remaining in the mid-5x area on a sustained basis. "Alternatively, we could lower the rating if the company's financial policy becomes more aggressive and it undertakes a large, debt-funded acquisition that leaves leverage elevated. "We could raise our rating on KeHE if the company further improves its competitive standing in its industry, including by increasing its scale and reducing its customer concentration while concurrently maintaining S&P Global Ratings-adjusted debt to EBITDA of less than 4x on a sustained basis." KRISTI'S GROOMING: Unsecureds Will Get 100% of Claims in Plan ------------------------------------------------------------- Kristi's Grooming, LLC, filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization dated January 16, 2024. The Debtor was formed on July 14, 2016, by principal, Kristi Mann. Kristi is an AKC professional handler. Kristi was diagnosed with Parkinson's disease in 2015 but has continued to work along-side her groomers as her health permits. The Debtor's specialty dog grooming operation, located in Bothell Washington was successful from the start and quickly developed a reputation for excellence in the industry. In March 2020 for reasons incident to the COVID pandemic the Debtor ceased operations for roughly 10 weeks. Upon reopening, the Debtor's operation continued to be impacted due to Covid protocols and the effects of Covid on both customers and employees. In 2022, in order to service the growing customer base, the Debtor's principle decided to re-locate the Bothell store to a space that was double the space of the original store to service the customer demand the original store was unable to service. As the build-out progressed, in order to address unforeseen problems associated with construction and after being presented with a demand from its prior landlord for damages associated with breaking the previous lease, the Debtor sought and obtained financing at less than favorable interest rates with payments higher than the Debtor could afford. Facing mounting collection pressure from creditors, the Debtor filed for protection under Chapter 11, Subchapter V to stop the escalating collection action. This Plan provides for unclassified administrative claims, one class of secured claims, and one class of unsecured claims, and one class of equity security holders. Class 2 consists of general unsecured claims. Each holder of an allowed general unsecured claim will be paid 100% of their allowed claim as referenced on Exhibit B beginning May 15, 2024. This Class is impaired. Kristi Mann holds a 100%-member interest in the Debtor which will be retained until payments provided for in the Plan are paid in full. It is anticipated the Debtor's fixed expenses will remain relatively constant moving forward with variable expenses increasing proportionately with revenue. The Plan will be funded with revenue from the Debtor's operation. It is anticipated both the income and expenses will remain relatively constant through the life of the Plan. A full-text copy of the Plan of Reorganization dated January 16, 2024 is available at https://urlcurt.com/u?l=pjY2QD from PacerMonitor.com at no charge. Attorney for the Debtor: Jennifer L. Neeleman, Esq. Neeleman Law Group, P.C. 1403 8th Street Marysville, WA 98270 Neeleman Law Group, P.C. Phone: (425) 212-4800 Fax: (425) 212-4802 About Kristi's Grooming Kristi's Grooming, LLC, operates a specialty dog grooming establishment in Bothell Washington. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11990-CMA) on Oct. 17, 2023. In the petition signed by Kristi Mann, managing member, the Debtor disclosed up to $50,000 in assets and up to $100,000 in liabilities. Judge Christopher M. Alston oversees the case. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as bankruptcy counsel. LEFT TURN: Seeks to Hire Cohne Kinghorn as Bankruptcy Counsel ------------------------------------------------------------- Left Turn, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Cohne Kinghorn, PC as its bankruptcy counsel. The firm will render these services: a. preparing on behalf of the Debtor any necessary motions, applications, answers, orders, reports and papers as required by applicable bankruptcy or non-bankruptcy law, dictated by the demands of the case, or required by the Court, and to represent the Debtor in proceedings or hearings related thereto; b. assisting the Debtor in analyzing and pursuing possible reorganization possibilities; c. assisting the Debtor in analyzing and pursuing any proposed dispositions of assets of the Debtor's estate; d. reviewing, analyzing and advising the Debtor regarding claims or causes of action to be pursued on behalf of its estate; e. assisting the Debtor in providing information to creditors and parties-in-interest; f. reviewing, analyzing and advising the Debtor regarding any fee applications or other issues involving professional compensation in the Debtor's case; g. preparing and advising the Debtor regarding any Chapter 11 plan filed by the Debtor; h. assisting the Debtor in negotiations with various creditor constituencies regarding treatment, resolution and payment of the creditors' claims in this case, and negotiations and discussions with the small business trustee; i. reviewing and analyzing the validity of claims filed in this case and advising the Debtor as to the filing of objections to claims, if necessary; and j. performing all other necessary legal services as may be required by the needs of the Debtor in the above-captioned case. The firm will be paid at these rates: Shareholders $250 to $450 per hour Associates $230 to $250 per hour Paralegals $160 to $180 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received from the Debtor an initial retainer of $6,638.50. George Hofmann, Esq., an attorney at Cohne Kinghorn, 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: George B. Hofmann, Esq. COHNE KINGHORN, PC 111 E. Broadway, 11th Floor Salt Lake City, UT 84111 Telephone: (801) 363-4300 Email: ghofmann@ck.law About Left Turn, LLC Left Turn, LLC is engaged in activities related to real estate. Left Turn, LLC filed its voluntary petition for Chapter 11 protection (Bankr. D. Utah Case No. 24-20129) on Jan 12, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Scott Smithson as manager. Judge Peggy Hunt presides over the case. George B. Hofmann, Esq. at COHNE KINGHORN, P.C. represents the Debtor as counsel. LEFT TURN: Taps John H. Curtis of Rocky Mountain Advisory as CFO ---------------------------------------------------------------- Left Turn, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Rocky Mountain Advisory, LLC as an independent contractor to provide management services and appoint John H. Curtis as chief restructuring officer. As CRO, Mr. Curtis shall have oversight, control and final management authority regarding all aspects of the Debtor's post-petition financial affairs and business operations. Mr. Curtis' current standard hourly rate is $365 per hour. Rocky Mountain's current hourly rates range from $11 to $365 per hour. The firm received a retainer in the amount of $15,000. As disclosed in the court filings, Rocky Mountain Advisory is a "disinterested person," as such term is defined in section 101(14) of the Bankruptcy Code as modified by section 1107(b) of the Bankruptcy Code. The firm can be reached through: John H. Curtis, CPA Rocky Mountain Advisory, LLC W S Temple St #500 Salt Lake City, UT 84101 Phone: (801) 428-1600 Email: jcurtis@rockymountainadvisory.com About Left Turn, LLC Left Turn, LLC is engaged in activities related to real estate. Left Turn, LLC filed its voluntary petition for Chapter 11 protection (Bankr. D. Utah Case No. 24-20129) on Jan 12, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Scott Smithson as manager. Judge Peggy Hunt presides over the case. George B. Hofmann, Esq. at COHNE KINGHORN, P.C. represents the Debtor as counsel. LIONS GATE: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable ------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) of Lions Gate Entertainment Corp., Lions Gate Entertainment Inc. and Lions Gate Capital Holdings LLC (collectively, Lions Gate) to 'B-' from 'B'. Fitch has also downgraded the company's senior secured ratings to 'BB-'/'RR1' from 'BB'/'RR1'. The unsecured bonds have been upgraded to 'B'/'RR3' from 'B-'/'RR5' due to prior debt retirement. The Rating Outlook is Stable. The downgrade reflects Lions Gate's increase in leverage following its December 2023 acquisition of eOne that included the assumption of production loans. Although Lions Gate intends to repay debt using equity proceeds raised from the recently announced merger of its studio business into a special purpose acquisition company (SPAC), Fitch expects leverage will remain elevated for longer than was previously anticipated. The Outlook reflects the company's increased scale following the inclusion of eOne's content library and improved operational performance particularly in the Starz segment. KEY RATING DRIVERS Increased Leverage Post Transactions: Lions Gate announced or has completed several transactions that are expected to drive pro forma Fitch-calculated leverage into the low 10x range. The downgrade was driven by Fitch expectations that the company will remain outside its prior rating sensitivities for longer than was previously anticipated. Fitch notes its leverage calculations include production loans, which increased with the eOne acquisition, and non-recourse working capital facilities that were put in place to monetize payments due from tax incentive credits and accounts receivables. eOne Acquisition: Lions Gate completed the acquisition of eOne's film and television platform in December 2023 for $375 million (6.0x EBITDA multiple) including the assumption of production financing loans. The transaction adds over 6,500 titles across film, scripted and unscripted content to Lions Gate's existing library of content. Titles acquired include ABC franchise The Rookie, Showtime series Yellowjackets and Discovery's unscripted Naked & Afraid. Fitch believes eOne will provide increased scale for Lions Gate and further strengthen the value proposition for Lionsgate Studios (LGS) as a platform-agnostic, pure play content company. Fitch projects this will increase Lions Gate's run-rate scale by nearly 14% (revenues) and 15% (EBITDA). Studio Separation: Lions Gate intends to separate its studio business and combine it with Screaming Eagle Acquisition Corp. (SEAC), a SPAC, to launch LGS. Lions Gate will retain 87.3% ownership of LGS and receive $350 million in gross proceeds for the remaining 12.7% stake held by external investors in SEAC. Post transaction, Lions Gate will be the ultimate parent for LGS (through SEAC). The transaction implies an enterprise value (EV) of $4.6 billion for LGS (10.7x FY25 EBITDA). Fitch believes that the quasi separation, structured as a subsidiary IPO, was undertaken to raise capital from new investors, place a floor value on the studio business, and is a step towards full separation of LGS from Starz at an undisclosed future date. Following the merger of the studio business with SEAC, LGS will assume approximately $1.5 billion of intercompany debt which will mirror the terms of the Credit Agreement and the Bond Indenture currently held by Lions Gate. Management confirmed there will be no changes to the existing credit agreement and the bond indenture as the collateral, guarantees and asset pledges will remain the same. The debt service obligations will continue to be financed by cash flows from LGS and Starz and there will be no restrictions on paying down debt using cash flows from LGS. Additional Investment in 3Arts: Lions Gate announced an additional equity investment in 3 Arts, a production and talent management company. 3 Arts is a significant contributor to Lions Gate's television slate including productions for platforms such as Apple+ (Mythic Quest, Manhunt), Starz (The Serpent Queen, Hunting Wives) and Max (Julia). The incremental investment increases Lions Gate's ownership stake in 3 Arts to over 70%. Commitment to Deleveraging: Lions Gate was placed on Negative Outlook on Jan. 31, 2023 due to operating issues remaining from the pandemic and uncertainty about the performance of theatrical releases in FY23 and FY24. During 2023, Lions Gate was able to delever faster than Fitch's expectations, reducing Fitch-calculated leverage to 8.2x at Sept. 30, 2023 from 26.4x at Sept. 30, 2022 due to theatrical releases outperforming expectations and improved operational performance in the Starz distribution segment. In addition, Lions Gate repurchased approximately $266 million principal amount of its 5.5% senior notes using FCF. Fitch notes Lions Gate has committed to using a portion of proceeds from the SPAC transaction for debt repayment. Although Fitch included the expected repayment in its pro forma calculation above, leverage is expected to remain elevated over at least the near-term. DERIVATION SUMMARY The 'B-' rating reflects heightened credit risk from the increased leverage and Fitch's expectation that the company will stay outside ratings sensitivities for longer than previously anticipated. The Stable Outlook reflects Lions Gate's film library, which expanded with the eOne acquisition, scale, leadership in film and television content production, and the Starz-branded premium subscription video services and the relative stability of the company's media networks business. Fitch includes the $2.4 billion of outstanding production loans and non-recourse working capital facilities generally held by SPVs (and secured by all rights to a specific picture, including copyrights, rights to produce and distribution rights) in its estimation of debt which is consistent with Fitch's corporate rating criteria and its belief that these production loans are important financing channel for Lions Gate and as such, the company is unlikely to let any specific SPV default on a production loan obligation which could increase borrowing and collateral requirements for future film financing. Per Fitch's criteria on accounts receivables sales, Fitch has adjusted debt to include the $587 million of outstanding accounts receivables and $234 million of production tax credit facility that the company has monetized as of Sept. 30, 2023. While the receivables sale transactions are non-recourse to Lions Gate, the programs relate to its recurring business. Lions Gate has utilized these working capital programs as an alternative source of funding (more efficient from a cost of capital perspective by taking advantage of the high creditworthiness of the counterparties - investment grade customers and governments) than relying on other debt instruments (i.e. revolver) to support operations. As such, Fitch adjusts Lions Gate's metrics to improve comparability of credit metrics with other issuers while recognizing that the majority of receivables monetized have multi-year tenors and would not come back onto Lionsgate's balance sheet should this financing no longer be available in the future. The ratings also incorporate the inherent 'hit driven' volatility of the film and television content business, the company's smaller relative scale which require it to rely more heavily on co-financing and co-production arrangements to offset the high upfront content costs, and the overall rising costs of premium content production owing to increasing competition from other media companies (e.g. Netflix, Apple, Amazon), mitigated in part by Lions Gate's international theatrical pre-licensing model and lower theatrical P&A expenses as well as the diversification of its film and television slates. KEY ASSUMPTIONS - LGS and SEAC merger completed Spring 2024; - Revenue growth in the low to mid-double digits per year (including impact of revenue from the acquisition of eOne) in the medium term; - Approximately $60 million in run-rate post synergy EBITDA for eOne for FY24 and FY25 in line with management's expectations; - Gradual improvement to EBITDA margins to low teens over the rating horizon; - Paydown of production loans over the rating horizon. RECOVERY ANALYSIS Fitch's recovery analysis for Lions Gate incorporates an independent third-party valuation of Lions Gates' film and television library. Fitch believes that in the event of a bankruptcy Lions Gate could monetize its library in order to generate funds to pay lenders. Fitch believes the growth of streaming services has created an excess demand for content, and Lions Gate, which specializes in content production, is well positioned to benefit from the current market. The third-party valuation of Lions Gate's library was completed using March 31, 2021 year-end data on unsold library rights and was undertaken by a reputable consulting firm with expertise in this area. For the purpose of the analysis, the consulting firm relied on unsold rights forecasts provide by management by title, media platform, and territory. Fitch calculates its going concern (GC) EBITDA after adjusting for estimated EBITDA associated with the company's library and SPVs holding production loans and non-recourse production tax credits. A multiple of 8.0x was applied to the GC EBITDA to form the estimated enterprise value of the remaining business. Estimated library sale proceeds are then added to form the basis of Fitch's recovery estimate. A 10% administrative fee was assumed. In arriving at the 8x multiple Fitch considered recent peer multiples in the marketplace. MGM, one of Lions Gates closest competitors, was acquired by Amazon for a multiple of approximately 49x EBITDA. Also, RHI Entertainment, a television content business, emerged from bankruptcy at a 7.4x multiple of post-emergence EBITDA in 2011. Given the elevated valuations in the content production space, Fitch believes that an 8.0x emergence multiple is reasonable. Applying the Fitch estimated enterprise value of the business to the securities and using standard notching criteria, Fitch arrives at an IDR of 'BB-'/'RR1' on the first lien debt and a rating of 'B'/'RR3' on the unsecured debt. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - A material asset sale with the asset sale proceeds applied to debt repayments; - EBITDA Leverage below 7.0x; - Sustained operating margins in the mid-teens. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Sustained negative FCF; - Expectations of EBITDA Leverage remaining above 8.0x over the next 18 months-24 months; - Sustained underperformance of Lions Gate's film and production segments and/or notable churn in Starz's subscriber base. LIQUIDITY AND DEBT STRUCTURE As of Sept. 30, 2023, debt at the company includes: - Term Loan A: $414.9 million maturing April 6, 2026; - Term Loan B: $825.4 million maturing March 24, 2025; - 5.5% senior notes: $715 million maturing April 15, 2029; - Production loans and working capital facilities ($2.4 billion): Fitch includes $2.4 billion of outstanding production loans and non-recourse working capital facilities in its estimation of debt. Fitch notes the non-recourse working capital facilities enhance Lionsgate's access to alternative sources of liquidity, reduce the company's cost of capital and add to the company's financial flexibility. An undrawn revolver of $1.25 billion maturing April 6, 2026. Strong Liquidity: As of September 2023, liquidity consists of $224 million in cash and $1.25 billion in revolver availability. ISSUER PROFILE Lions Gate is a vertically integrated filmed entertainment and television content production company with a library of over 20,000 titles and linear and digital distribution platforms (Starz). Sources of Information Fitch made use of an independent third-party library valuation, dated Oct. 27, 2021, in arriving at Fitch's recovery enterprise value. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' 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. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Lions Gate Capital Holdings LLC LT IDR B- Downgrade B senior unsecured LT B Upgrade RR3 B- senior secured LT BB- Downgrade RR1 BB Lions Gate Entertainment Inc. LT IDR B- Downgrade B Lions Gate Entertainment Corp. LT IDR B- Downgrade B LOCAL 8 INTERNATIONAL: Taps Barnard Iglitzin & Lavitt as Counsel ---------------------------------------------------------------- Local 8, International Longshoremen's and Warehousemen's Union seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Barnard, Iglitzin & Lavitt, LLP as labor counsel. The Debtor needs a labor counsel to provide negotiations and collective bargaining and, if necessary, defend any National Labor Relations Board (NLRB) charges that arise from time to time. The firm provided some post-petition professional services to the Debtor in the total amount of $1853.50, which remain unpaid. Robert Lavitt, Esq., an attorney at Barnard, Iglitzin & Lavitt, 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: Robert Lavitt, Esq. Barnard, Iglitzin & Lavitt, LLP 18 West Mercer Street, Suite 400 Seattle, WA 98119 Telephone: (800) 238-4231 Fax: 206-378-4132 Email: lavitt@workerlaw.com About Local 8, International Longshoremen's and Warehousemen's Union Local 8, International Longshoremen's and Warehousemen's Union in Portland, Ore., filed its voluntary petition for Chapter 11 protection (Bankr. D. Ore. Case No. 23-32366) on Oct. 18, 2023, with $394,481 in assets and $1,017,820 in liabilities. Troy L. Mosteller, secretary and treasurer, signed the petition. Judge Peter C. McKittrick oversees the case. The Debtor tapped Sussman Shank, LLP as bankruptcy counsel; Barnard, Iglitzin & Lavitt, LLP as labor counsel; and Peterson & Associates, PS to provide tax-related services and other accounting support services. MADISON GLOBAL: Seeks to Hire Dahiya Law Offices as Legal Counsel ----------------------------------------------------------------- Madison Global LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Dahiya Law Offices, LLC, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Dahiya will charge these hourly rates: Principal $700 Counsel $550 Associates $200 - $350 Paralegals/Clerks $75 - $125 The firm received an advance retainer of $30,000 prior to the petition date. Karamvir Dahiya, Esq., principal of Dahiya, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Karamvir Dahiya, Esq. DAHIYA LAW OFFICES, LLC 75 Maiden Lane, Suite 506 New York, NY 10038 Tel: (212) 766-8000 Fax: (212) 766-8001 E-mail: karam@bankruptcypundit.com About Madison Global LLC Madison Global LLC filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11564) on Sep 28, 2023, listing $50,000 in assets and $1,000,001 - $10 million in liabilities. Judge Michael E Wiles oversees the case. George Bassias, Esq., at George Bassias Attorney LLC represents the Debtor as bankruptcy counsel. MATRIX HOLDINGS: S&P Keeps 'D' ICR on New M&G Modifier Assessment ----------------------------------------------------------------- S&P Global Ratings retained its ratings on Matrix Holdings Inc. (Mobileum), including its 'D' issuer credit rating, following the assignment of the new management and governance (M&G) assessment. S&P Global Ratings assigned a new M&G modifier assessment of negative to Mobileum. S&P said, "The action follows the revision to our criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis." S&P said, "Our M&G assessment of negative reflects the ongoing special committee investigation into Mobileum stemming from certain accounting issues related to revenue recognition irregularities in 2020-2022, which we believe represent material deficiencies. In addition, in December 2023, Mobileum failed to make interest payments on its $55 million first-lien revolving credit facility due in 2027 and $160 million second-lien term loan due in 2030. This followed an October 2023 announcement that the company breached certain covenants under its credit agreement, indicating that it provided incorrect financial statements to lenders and failed to maintain proper books of record." All other ratings on Mobileum remain unchanged. MERCON COFFEE: Hires Baker & McKenzie as Bankruptcy Counsel ----------------------------------------------------------- Mercon Coffee Corporation and affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Baker & McKenzie LLP as their counsel. The firm will render these services: (a) advise the Debtors with respect to their rights, powers, and duties as debtors in possession in these Chapter 11 Cases; (b) participate in in-person and telephonic meetings of the Debtors and any additional professionals or advisors retained by them; (c) attend all meetings and negotiating with representatives, creditors, the United States Trustee, and other parties-in-interest; (d) represent the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (e) advise the Debtors in connection with any potential sale of assets; (f) assist the Debtors in analyzing the Debtors' assets and liabilities, and assisting the Debtors in the preparation of Debtors' Schedules of Assets and Liabilities, Statement of Financial Affairs, and other reports required by the Debtors; (g) advise the Debtors as foreign representative in proceedings commenced in Brazil and coordinate with Debtors' ordinary course and other professionals; (h) advise the Debtors as foreign representative in proceedings commenced in Amsterdam and coordinate with Debtors' ordinary course and other professionals; (i) negotiate and prepare a chapter 11 plan or plans of reorganization or liquidation and all related documents thereunder and transactions contemplated therein; (j) assist the Debtors in analyzing claims asserted against, and interests in, the Debtors, and in negotiating with the holders of such claims and interests and bringing, or participating in, objections or estimation proceedings with respect to such claims and interests; (k) provide legal advice regarding bankruptcy law, corporate law, corporate governance, transactional, litigation and other issues; and (l) perform all other necessary legal services for the Debtors. Baker & McKenzie will be paid at these hourly rates: Partners $1,195 to $2,000 Associates $670 to $1,195 Legal Assistants/Paralegals $395 to $715 Baker & McKenzie will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Baker & McKenzie disclosed that: (a) Baker McKenzie did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; (b) None of Baker McKenzie's professionals included in this engagement have varied their rate based on the geographic location for these Chapter 11 Cases; and (c) Baker McKenzie first represented the Debtors in April 2023. The billing rates and material financial terms were the same or very similar to those in the application, except that the billing rates were subject to a routine annual increase on July 1, 2023. The billing rates prior to the annual billing increase were as follows: Paul J. Keenan Jr. $1,495 John R. Dodd $1,295 Blaire Cahn $1,295 Reginald Sainvil $1,050 Maribel R. Fontanez $420 Lori Seavey $420 (d) The Debtors approved Baker McKenzie's budget and staffing plan. Paul J. Keenan, Jr., partner of Baker & McKenzie LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Baker & McKenzie can be reached at: Paul J. Keenan Jr., Esq. John R. Dodd, Esq. Reginald Sainvil, Esq. BAKER & MCKENZIE LLP 1111 Brickell Avenue, 10th Floor Miami, FL 33130 Telephone: (305) 789-8900 Facsimile: (305) 789-8953 Email: paul.keenan@bakermckenzie.com john.dodd@bakermckenzie.com reginald.sainvil@bakermckenzie.com About Mercon Coffee Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a supplier of green coffee to the international coffee roasting industry. Mercon is headquartered in the Netherlands and has offices around the globe. Mercon Coffee Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7, 2023. In the petition filed by CRO Harve Light, the Debtor reported assets and liabilities between $100 million and $500 million each. Judge Michael E. Wiles oversees the case. The Debtors are represented by Blaire Cahn, Esq. at Baker & McKenzie LLP. MERCON COFFEE: Seeks to Hire RESOR NV as Special Dutch Counsel -------------------------------------------------------------- Mercon Coffee Corporation and affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ RESOR N.V. as their special Dutch counsel. The firm's services include: a. advising on the selection of the type of Dutch WHOA Proceeding to be filed for Mercon B.V., and the timing of such filing and related filings; b. advising on, and potentially requesting, a petition for a moratorium from the Dutch Court; c. advising on, and potentially requesting, the appointment of an Observer by the Dutch Court; d. advising on, and potentially requesting, the approval of post-petition financing by the Dutch Court in the context of the Dutch WHOA Proceeding; e. drafting of a plan to be proposed to the relevant stakeholders in the Dutch WHOA Proceeding; f. preparing the voting process in the context of the Dutch WHOA Proceeding; g. filing a petition with the Dutch Court in the Dutch WHOA Proceeding to confirm the plan proposed to the stakeholders; h. coordinating the timing, substance and legal effect of the foregoing actions and proceedings with the goals and objectives of these Chapter 11 Cases; i. giving any other advice, perform any other action, make any subsequent filings and attend any hearings before the Dutch Court in furtherance of the confirmation of the plan in the Dutch WHOA Proceeding. The Debtors have paid RESOR an initial retainer in the amount of EUR100,000. RESOR's current hourly rates are: Krijn Hoogenboezem Partner EUR750 Sebastiaan van den Berg Partner EUR750 Prof. Michael Veder Advisor EUR750 Guillem van Hooft Associate EUR375 Dores van der Loo Junior Associate EUR300 RESOR is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Krijn Hoogenboezem, Esq. RESOR N.V. Museumplein 11 1071 DJ Amsterdam Netherlands Phone: +31 20 570 9020 About Mercon Coffee Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a supplier of green coffee to the international coffee roasting industry. Mercon is headquartered in the Netherlands and has offices around the globe. Mercon Coffee Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7, 2023. In the petition filed by CRO Harve Light, the Debtor reported assets and liabilities between $100 million and $500 million each. Judge Michael E. Wiles oversees the case. The Debtors are represented by Blaire Cahn, Esq. at Baker & McKenzie LLP. MERCON COFFEE: Taps Harve Light of Riveron Management as CRO ------------------------------------------------------------ Mercon Coffee Corporation and affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Riveron Management Services, LLC to provide the Debtors interim management services and additional personnel, and designate Harve Light as chief restructuring officer. The firm will render these services: a. exercise powers and duties as are customarily associated with the title of CRO; b. evaluate the short-term cash flows and financing requirements of the Debtor as it relates to the Debtor's Chapter 11 proceedings; c. assist the Debtor in its Chapter 11 proceedings, including preparation and oversight of its financial statements and schedules related to the bankruptcy process, monthly operating reports, and other information required in the bankruptcy; d. assist the Debtor in obtaining court approval for use of cash collateral or other financing including developing forecasts and information; e. assist the Debtor with respect to its bankruptcy-related claims management and reconciliation process; f. assist the Debtor in development and execution of a liquidation plan to include analysis of asset sale timing and potential purchasers, g. assist management, where appropriate, in communications and negotiations with other constituents critical to the successful execution of the Debtor's bankruptcy proceedings; h. prepare 13-week cash flows that are integrated with the Debtor's business plan that identifies future liquidity/financing alternatives; i. assist with treasury functions, including disbursements of Debtor monies, assets, or other value; debt monitoring and compliance; cash management and banking relationships; j. assist with hedging and futures programs including wind down; k. assist with accounting functions, including payroll, tax, and the books and records of the Debtor; l. assist with financial management functions, preparation and review of monthly financial statements, and various financial reporting packages; m. provide the bank with weekly cash forecast updates with variance analysis for the previous week(s); and n. provide such other services as otherwise directed by the Debtor's board of directors and as agreed to by Riveron. The firm will be paid at these hourly rates: Senior Managing Director $880 - $1,450 Managing Director $700 - $960 Associate Director to Senior Director $555 - $940 Associate to Manager $365 - $535 Paraprofessional $275 The retainer fee is $500,000. As disclosed in court filings, Riveron Management does not hold an interest adverse to the Debtors' estates. The firm can be reached through: Harve Light Riveron Management Services, LLC 2515 McKinney Dallas, TX 75201 Phone: (248) 670-0877 Email: harve.light@riveron.com About Mercon Coffee Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a supplier of green coffee to the international coffee roasting industry. Mercon is headquartered in the Netherlands and has offices around the globe. Mercon Coffee Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7, 2023. In the petition filed by CRO Harve Light, the Debtor reported assets and liabilities between $100 million and $500 million each. Judge Michael E. Wiles oversees the case. The Debtors are represented by Blaire Cahn, Esq. at Baker & McKenzie LLP. MERCON COFFEE: Wins Cash Collateral Access Thru Feb 2 ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Mercon Coffee Corporation and affiliates to use cash collateral, on an interim basis, in accordance with the budget, through the earlier of (i) February 2, 2024 and (ii) the CC Termination Date. The Debtors have an immediate need to use cash collateral to, among other things, (A) preserve the value of their assets and their business; (B) pay the costs of administration of their estates and satisfy other working capital and general corporate purposes of the CC Parties, and (C) pay certain adequate protection amounts and pay the Carve Out, in each case, in accordance with the Interim Order. Under the Third Amended and Restated Credit Agreement, dated as of June 30, 2023 by and among Mercon US and Parent, a consortium of lenders, and Rabobank, as administrative agent and collateral agent, swingline lender and issuing lender, the Prepetition First Lien Lenders provided loans, advances, letters of credit and other extensions of credit. As of the Petition Date, the applicable Debtors were indebted to the Prepetition First Lien Lenders an aggregate amount of not less than $203.6 million. As adequate protection for the use of cash collateral, the Prepetition First Lien Agent, for the benefit of itself and the other Prepetition First Lien Secured Parties, are granted additional and replacement, valid, binding, enforceable, non-avoidable, and effective and automatically perfected postpetition security interests in and liens as of the Petition Date. As further adequate protection, and to the extent provided by 11 U.S.C. Sections 503(b) and 507(b), allowed administrative expense claims in each of the Cases ahead of and senior to any and all other administrative expense claims in such Cases to the extent of any Diminution in Value, but junior to the Carve Out. Subject to the Carve Out in all respects, the First Lien Adequate Protection Superpriority Claims will not be junior to any claims and will have priority over all administrative expense claims against each of the CC Parties. The Debtors are required to comply with these milestones: (a) On or prior to January 10, 2024, the Debtors must have issued a "process letter" or similar document to all identified interested parties outlining dates and processes and requirements pursuant to which any indications of interest and binding bids shall be received with respect to the potential purchase of one or more operating units, major assets or geographic divisions of the Debtors, or the Debtors as a whole or as going concern; (b) The Debtors' sale "process letter" must require that indications of interest by parties that are interested in purchasing one or more operating units of the Debtors other than the Debtors' assets or operations in Nicaragua, must be submitted to the Debtors on or prior to January 19, 2024, which date must not be modified without the consent of the Prepetition First Lien Agent; (c) The Debtors' sale process letter must require that indications of interest by parties that are interested in purchasing the Debtors' assets or operations in Nicaragua must be submitted to the Debtors on or prior to January 29, 2024, which date must not be modified without the consent of the Prepetition First Lien Agent; and (d) The Debtors sale process letter must require that indications of interest by parties that are interested in purchasing all of the Debtors' assets or operations as a "going concern" must be submitted to the Debtors on or prior to January 29, 2024, which date must not be modified without the consent of the Prepetition First Lien Agent. A further interim hearing on the matter is set for January 30, 2024 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=FRPhGY from PacerMonitor.com. About Mercon Coffee Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a supplier of green coffee to the international coffee roasting industry. Mercon is headquartered in the Netherlands and has offices around the globe. Mercon Coffee Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7, 2023. In the petition filed by CRO Harve Light, the Debtor reported assets and liabilities between $100 million and $500 million each. Judge Michael E. Wiles oversees the case. The Debtors are represented by Blaire Cahn, Esq. at Baker & McKenzie LLP. MERCY HOSPITAL: PCO Report Raises Concern on Patient Record Access ------------------------------------------------------------------ Susan Goodman, the court-appointed patient care ombudsman, filed a third interim report regarding the quality of patient care provided at the community hospital and clinics operated by Mercy Hospital, Iowa City and its affiliates. In the interim period, the PCO received one report of the electronic health record going down such that the hospital moved to paper charting processes consistent with their down time procedures. Patient impacts relative to procedure rescheduling and diversion of patients to University of Iowa Health Center emergency department were reported, with patient harm denied. The service interruption was not bankruptcy related. At the time of the PCO's visit, staff were in the process of receiving official position and compensation information for university employment beginning Jan. 31, 2024. For some, the reported benchmarking of their role at UIHC was at a level that was inconsistent with their Mercy status. Further, Mercy employed a special weekend staffing option to stabilize weekend coverage in some service lines. The continuation of this staffing model under UIHC, or something similar, was uncertain and a frequent reported concern. The PCO observed a handful of staff resignations that were reported to her as she met with various leadership and team members across the organization during her site visit. The situation remained fluid at the time of the PCO's site visit, with leadership now reporting, at the time of report filing, that the offer acceptance rate was at 90%. The PCO found transition logistics as seem to be yet another hurdle for the Mercy team in a series of challenges up to this point. Because UIHC would be the institution most impacted by any capacity challenges that could ensue if clinician or staff departures are significant. The data should soon be available for all parties to quantify additional coverage needs to minimize staffing gaps heading into the sale effective date. Ms. Goodman stated that despite the many logistics associated with staff and clinician transitions, her largest current concern is that of continued patient record access. While the PCO has regularly encountered the issue of whether old paper records would be included in a sale transaction, this is the first time she has encountered reports of transition uncertainty relative to an electronic health record. A copy of the PCO report is available for free at https://urlcurt.com/u?l=GsjYkd from PacerMonitor.com. The ombudsman may be reached at: Susan N. Goodman, RN JD Pivot Health Law P.O. Box 69734 Oro Valley, AZ 85737 Phone: (520) 744-7061 Fax: (520) 575-4075 Email: sgoodman@pivothealthaz.com About Mercy Hospital, Iowa City Mercy Hospital, Iowa City, Iowa is a Catholic-based Iowa nonprofit corporation and a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended) that operates an acute care community hospital and clinics located in Iowa City, Iowa and surrounding communities. Mercy Hospital and affiliates, Mercy Iowa City ACO, LLC and Mercy Services Iowa City, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 23-00623) on Aug. 7, 2023. In its petition signed by Mark E. Toney, chief restructuring officer, Mercy Hospital disclosed up to $500 million in both assets and liabilities. Judge Thad J. Collins oversees the cases. The Debtors tapped Nyemaster Goode, P.C and McDermott Will & Emery LLP as bankruptcy co-counsel; Toneykorf Partners, LLC to provide interim management services; H2C Securities Inc. as investment banker; and Epiq Corporate Restructuring, LLC as notice and claims agent. Mary Jensen, Acting U.S. Trustee for Region 12, appointed an official committee of unsecured creditors on Aug. 15, 2023. The committee tapped Sills Cummis & Gross P.C. and Cutler Law Firm, P.C. as legal counsels; and FTI Consulting, Inc. as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' cases. MICROTEK: Seeks to Hire Shirley C. Kamen as Accountant ------------------------------------------------------ Microtek seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Shirley Kamen, CPA, an accountant practicing in Calif. The Debtor needs an accountant to prepare and file the 2023 federal and state tax returns, consult with regards to financial and accounting needs, and provide other accounting services as needed. The Debtor will pay the accountant an hourly fee of $150 to $175 for her services. Ms. Kamen disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Ms. Kamen can be reached at: Shirley C. Kamen, CPA P.O. Box 500428 San Diego, CA 92150 Telephone: (858) 335-7402 About Microtek Microtek, a company in San Diego, Calif., provides a full range of design, engineering, and manufacturing solutions. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 23-03868) on Dec. 8, 2023, with $661,315 in assets and $6,245,168 in liabilities. Tri Le, president, signed the petition. Judge Christopher B. Latham oversees the case. The Debtor tapped Craig E. Dwyer, Esq., as legal counsel and Shirley C. Kamen, CPA, as accountant. MIRACLE MILE PROPERTIES 2: Seeks to Hire Bankruptcy Counsel ----------------------------------------------------------- Miracle Mile Properties 2, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Berger, Fischoff, Shumer, Wexler & Goodman, LLP as counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the continued management of its business and property; (b) representing the Debtor before the bankruptcy court and at all hearings on matters pertaining to its affairs; (c) advising and assisting the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; (d) preparing all necessary legal papers; and (e) performing all other legal services for the Debtor which may be necessary. The hourly rates of the firm's counsel and staff are as follows: Gary C. Fischoff, Partner $635 Heath S. Berger, Partner $550 Dawn Traina, Paralegal $185 Angelique Filardi, Paralegal $185 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer of $10,000, plus $1,738 filing fee. Ms. Berger disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Heath S. Berger, Esq. Berger, Fischoff, Shumer, Wexler & Goodman, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Telephone: (516) 747-1136 Email: hberger@bfslawfirm.com About Miracle Mile Properties 2 Miracle Mile Properties 2, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-43874) on Oct. 25, 2023, with up to $10 million in both assets and liabilities. Pari Golian, an authorized representative, signed the petition. Judge Nancy Hershey Lord oversees the case. Berger, Fischoff, Shumer, Wexler & Goodman, LLP serves as the Debtor's legal counsel. MIRACLE MILE PROPERTIES 3: Seeks to Hire Bankruptcy Counsel ----------------------------------------------------------- Miracle Mile Properties 3, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Berger, Fischoff, Shumer, Wexler & Goodman, LLP as counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the continued management of its business and property; (b) representing the Debtor before the bankruptcy court and at all hearings on matters pertaining to its affairs; (c) advising and assisting the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; (d) preparing all necessary legal papers; and (e) performing all other legal services for the Debtor which may be necessary. The hourly rates of the firm's counsel and staff are as follows: Gary C. Fischoff, Partner $635 Heath S. Berger, Partner $550 Dawn Traina, Paralegal $185 Angelique Filardi, Paralegal $185 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer of $10,000 plus $1,738 filing fee. Ms. Berger disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Heath S. Berger, Esq. Berger, Fischoff, Shumer, Wexler & Goodman, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Telephone: (516) 747-1136 Email: hberger@bfslawfirm.com About Miracle Mile Properties 3 Miracle Mile Properties 3, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-43930) on Oct. 27, 2023, with up to $10 million in assets and up to $500,000 in liabilities. Pari Golian, an authorized representative, signed the petition. Judge Nancy Hershey Lord oversees the case. Berger, Fischoff, Shumer, Wexler & Goodman, LLP serves as the Debtor's legal counsel. MIRACLE MILE PROPERTIES 4: Seeks to Hire Bankruptcy Counsel ----------------------------------------------------------- Miracle Mile Properties 4, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Berger, Fischoff, Shumer, Wexler & Goodman, LLP as counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties in the continued management of its business and property; (b) representing the Debtor before the bankruptcy court and at all hearings on matters pertaining to its affairs; (c) advising and assisting the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; (d) preparing all necessary legal papers; and (e) performing all other legal services for the Debtor which may be necessary. The hourly rates of the firm's counsel and staff are as follows: Gary C. Fischoff, Partner $635 Heath S. Berger, Partner $550 Dawn Traina, Paralegal $185 Angelique Filardi, Paralegal $185 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, the firm received a retainer of $10,000, plus $1,738 filing fee. Ms. Berger disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Heath S. Berger, Esq. Berger, Fischoff, Shumer, Wexler & Goodman, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Telephone: (516) 747-1136 Email: hberger@bfslawfirm.com About Miracle Mile Properties 4 Miracle Mile Properties 4, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-43941) on Oct. 27, 2023, with up to $10 million in both assets and liabilities. Pari Golian, an authorized representative, signed the petition. Judge Nancy Hershey Lord oversees the case. Berger, Fischoff, Shumer, Wexler & Goodman, LLP serves as the Debtor's legal counsel. MMEX RESOURCES: Sabby Volatility, 2 Others Acquire 9.99% Stake -------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz disclosed that as of Dec. 31, 2023, they beneficially owned 844,654,010 of MMEX Resources Corporation, representing 9.99 percent of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1440799/000153561024000017/mmex0124.txt About MMEX Resources Corporation Headquartered in Fort Stockton, Texas, MMEX Resources Corporation was formed as a Nevada corporation in 2005. It is focused on the development, financing, construction and operation of clean fuels infrastructure projects powered by renewable energy. As of Oct. 31, 2023, the Company had $1.06 million in total assets, $4.24 million in total liabilities, and a total stockholders' deficit of $3.17 million. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2013, issued a "going concern" qualification in its report dated July 17, 2023, citing that the company suffered a net loss for the year ended April 30, 2023 and had a working capital deficit and a stockholders' deficit as of April 30, 2022, which raises substantial doubt about its ability to continue as a going concern. MOBILE ADDICTION: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas authorized Mobile Addiction, LLC to use cash collateral on an interim basis, in accordance with the budget. Mobile Addiction's financial situation was primarily caused by the dramatic downturn of the Boost Mobile market after The Dish Network purchased Boost Mobile from Sprint in the Summer of 2020. This downturn has left Mobile Addiction unable to pay for the costs associated with the storefronts, to service the credit used to purchase phone inventory and accessories, and to meet its obligations under its reorganization plan confirmed in the 2019 Chapter 11 bankruptcy case Mobile Addiction filed. VIP Wireless, Inc. claims a lien in all assets owned by Mobile Addiction. As of the Petition Date, VIP was owed approximately $4 million pursuant to security interest it retained under the Amended Chapter 11 Plan Dated April 8, 2020 filed in the Chapter 11 case Mobile Addiction filed on July 30, 2019 in the U.S. Bankruptcy Court for the District of Kansas, styled In re Mobile Addiction, LLC, Case #19-11449 and modified by the Order Modifying and Confirming Mobile Addiction, LLC's Amended Plan of Reorganization Dated April 8, 2020 entered in the First Case on July 1, 2020. Additionally, the United States Small Business Administration claim liens on all Mobile Addiction's assets as a result of a prepetition Economic Injury Disaster Loan. On the Petition Date, the Mobile Addiction owes the SBA approximately $534,202. As of the filing date, Mobile Addiction claims the value of its assets totals $553,532. Mobile Addiction asserts the book value of its inventory is $415,113; the book value of its equipment and furniture is $84,273; and as of the Filing Date, Mobile Addiction has bank balances of $54,147 in several different checking accounts. These events constitute an Event of Default include: 1) the failure to make any adequate protection payments to VIP as set out on the Budget; 2) expenditures in excess of the Budget with the variances as specified in the Motion; 3) expenditures not included in the Budget and not otherwise approved by VIP in writing; 4) the obtaining after the Petition Date of credit or the incurring indebtedness that is (i) secured by a security interest, mortgage, or other lien on all or any portion of VIP’s Collateral which is equal or senior to any security interest or other lien of VIP, or (ii) entitled to priority administrative status which is equal or senior to that granted to VIP; and 5) the entry of an order by the Court, other than the Interim Order, granting relief from or modifying the automatic stay of 11 U.S.C. Section 362 (i) to allow any creditor to execute upon or enforce a lien on or security interest in any cash collateral, or (ii) with respect to any lien of or the granting of any lien on any cash collateral to any state or local environmental or regulatory agency or authority, which in either case would have a material adverse effect on the business, operations, property, assets, or condition, financial or otherwise, of Mobile Addiction. As adequate protection to VIP, Mobile Addiction will make monthly payments of $15,614. The first payment due on or before February 1, 2024 and due on the first business day of the month for each month thereafter. Mobile Addiction will make monthly payments of $1,600 to the SBA. The first payment due on or before January 31, 2024 and due on the last business day of the month for each month thereafter. In addition to the adequate protection payments, VIP and the SBA will receive an additional and replacement security interest and lien that is in the same priority as existed on the Petition Date to the extent VIP and the SBA hold prepetition valid, binding, enforceable, non-avoidable and perfected security interests in the prepetition cash collateral, in the same categories of assets acquired by Mobile Addiction post-petition in which VIP and the SBA had pre-petition security interests and only to the extent any cash collateral is diminished post-petition together with any proceeds thereof as set forth in the loan documents. A final hearing on the matter is set for February 14 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=pHlWDS from PacerMonitor.com. The Debtor projects $966,000 in net cash in and -$911,722 in net cash out for January 2024. About Mobile Addiction Mobile Addiction LLC, a wholesaler of gadgets such as i-pads, smartphones, tablets and computers, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 24-10002) on January 2, 2024. In the petition signed by William E. Long, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Dale L. Somers oversees the case. Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represents the Debtor as legal counsel. MOBIQUITY TECHNOLOGIES: Sabby Volatility, 2 Others Hold 5.29% Stake ------------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, the following entities reported beneficial ownership of shares of common stock of Mobiquity Technologies, Inc. as of Dec. 31, 2023: Shares Percent Beneficially of Reporting Person Owned Class Sabby Volatility Warrant Master Fund, Ltd. 144,867 5.29% Sabby Management, LLC 144,867 5.29% Hal Mintz 144,867 5.29% A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1084267/000153561024000019/mobq0124.txt About Mobiquity Technologies Inc. Headquartered in Shoreham, NY, Mobiquity Technologies, Inc., is a next-generation advertising technology, data compliance and intelligence company which operates through our various proprietary software platforms. The Company's product solutions are comprised of three proprietary software platforms: Advertising Technology Operating System (ATOS Platform); Data Intelligence Platform; and Publisher Platform for Monetization and Compliance. The Company reported a net loss of $8.06 million in 2022, compared to a net loss of $18.33 million in 2021. As of Sept. 30, 2023, the Company had $3.28 million in total assets, $1.73 million in total liabilities, and $1.55 million in total stockholders' equity. Mobiquity's management concluded that there is substantial doubt about the Company's ability to continue as a going concern within the next 12 months, the Company disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended September 30, 2023. As of September 30, 2023, the Company reported accumulated deficit of $215,727,236, and working capital deficit of $1,448,281. MOMEX DINING: Seeks to Hire Hunt Accounting as Accountant --------------------------------------------------------- Momex Dining Concepts, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Hunt Accounting. The accountant will render these services: a. setup, install accounting system / program and basic training; b. record all income and expenses in QuickBooks; c. reconcile all bank accounts and check registers to the bank statements each month for proper account balance and to identify any errors; d. reconcile credit card accounts to statements each month for proper account balance and reflection of interest expenses; e. review and reconcile payroll records and corresponding tax returns; f. review, analyze and reconcile general ledger accounts for accuracy and confer; g. prepare and record all necessary journal entries to reflect correct accounting records; h. prepare and present financial statements monthly or quarterly based on preference; and i. review sales journal and prepare sales tax returns. The firm will charge $1,600 per month for its services. Hunt Accounting is a disinterested person as that term is defined in section 104(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Carmel Hunt Hunt Accounting 202 North Oregon Street Treka, CA 96097 About Momex Dining Concepts Momex Dining Concepts, Inc. owns and operates the Cicada Cantina Mexican restaurant. The company is based in Redding, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-24611) on December 23, 2023, with $507,500 in assets and $1,313,632 in liabilities. Michelle Lynn Hill, chief executive officer, signed the petition. Judge Christopher M. Klein oversees the case. Peter G. Macaluso, Esq., at the Law Office of Peter G. Macaluso represents the Debtor as bankruptcy counsel. MOMEX DINING: Seeks to Hire Peter G. Macaluso as Legal Counsel -------------------------------------------------------------- Momex Dining Concepts, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ the Law Office of Peter G. Macaluso as its bankruptcy counsel. The firm's services include: a) giving legal advice with respect to the powers and duties of the Debtor in the continuing management of its property and the administration of its estate; b) preparing legal papers; c) providing assistance in negotiating a sale or refinancing of the Debtor's real property; d) rendering assistance in the formulation, preparation and implementation of a Chapter 11 plan and disclosure statement; and e) giving other legal services necessary to administer the Debtor's Chapter 11 case. The firm will be compensated at $450 per hour and will be reimbursed for out-of-pocket expenses incurred. The Debtor paid the firm a retainer of $5,000. Peter Macaluso, Esq., a partner at the Law Offices of Peter G. Macaluso, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Peter G. Macaluso, Esq. LAW OFFICES OF PETER G. MACALUSO 7230 South Land Park Drive, Suite 127 Sacramento, CA 95831 Tel: (916) 392-6591 Cell: (916) 705-8847 Fax: (916) 392-6590 Email: info@pmbankruptcy.com About Momex Dining Concepts Momex Dining Concepts, Inc. owns and operates the Cicada Cantina Mexican restaurant. The company is based in Redding, Calif. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-24611) on December 23, 2023, with $507,500 in assets and $1,313,632 in liabilities. Michelle Lynn Hill, chief executive officer, signed the petition. Judge Christopher M. Klein oversees the case. Peter G. Macaluso, Esq., at the Law Office of Peter G. Macaluso represents the Debtor as bankruptcy counsel. MOORE ROOFING: Unsecureds to Get Share of Income for 5 Years ------------------------------------------------------------ Moore Roofing, LLC, filed with the U.S. Bankruptcy Court for the District of Kansas a Small Business Plan of Reorganization dated January 11, 2024. The Debtor was formed as a Kansas Limited Liability Company on November 29, 2018. It provides residential and commercial service for roofing and gutters in the local area. The Debtor also owns multiple pieces of real estate which are leased. The primary driver of the bankruptcy filing was the litigation against the Debtor, primarily stemming from a suit brought by Kaw Valley Bank against Moore Roofing and Mitchell Moore individually in September 2023. It is likely that other creditors would have commenced suit if the Debtor has not filed. Class 2 consists of General Unsecured Claims. General Unsecured Creditors shall share in payments from disposable monthly income following years 1-5. General unsecured class includes: * Claim #1 - IRS ($2,495.16 general unsecured portion of claim); * Claim #2 - American Express Bank ($4,330.91); * Claim #3 - Credit Union of Emporia ($10,777.37); * Claim #8 - Beacon Sales Acquisition, Inc. ($58,667.14); and * Claim #9 - SBA ($187,252.80 unsecured portion of claim). Equity interest holder Mitchell (Mitch) Moore shall retain ownership interest in the corp. Upon Confirmation of the Plan, the Debtor shall make direct payments to all the secured, priority and general unsecured creditors per the provisions, unless otherwise noted, from its income and any contributions from the Debtor's principal. Debtor believes the market for its services continues to stabilize and improve despite hostile conditions in the transportation industry. Upon Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. A full-text copy of the Plan of Reorganization dated January 11, 2024 is available at https://urlcurt.com/u?l=QMGq64 from PacerMonitor.com at no charge. Attorney for Debtor: Ryan A. Blay, Esq. Wagoner Bankruptcy Group, P.C. d.b.a. W M Law 15095 W. 116th St. Olathe, KS 66062 Tel: (913) 422-0909 Fax: (913) 428-8549 Email: blay@wagonergroup.com About Moore Roofing Moore Roofing LLC provides residential and commercial service for roofing and gutters in the local area. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 23-21139) on September 27, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by WM LAW, PC. NELKIN & NELKIN: Seeks to Hire Riker Danzig as Special Counsel -------------------------------------------------------------- Nelkin & Nelkin, P.C. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Riker Danzig LLP as its special counsel. The firm will represent the Debtor in these pending litigation: a) Scheiber, et al. v. Friedman, et al., Cause No. 15-cv-06861, District Court, Eastern District of New York ("Fee Collection Case"); b) Schreiber, et al. v. Nelkin & Nelkin, PC, et al., Cause No. BER-L-003407-20, Superior Court of New Jersey, Bergen County ("Malpractice Case"); The firm will be paid at these rates: Partners $925 per hour Junior Associates $270 per hour Riker Danzig is a "disinterested person" as that term is defined in 11 U.S.C. Section 101(14), according to court filings. The firm can be reached through: Joseph L. Schwartz, Esq. RIKER DANZIG LLP Headquarters Plaza One Speedwell Ave. Morristown, NJ 07962-1981 Phone: (973) 538-0800 About Nelkin & Nelkin, P.C. Nelkin & Nelkin P.C. filed Chapter 11 petition (Bankr. S.D. Texas Case No. 23-20245) on Aug. 25, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Carol Nelkin, president, signed the petition. Judge David R. Jones oversees the case. Miriam Goot, Esq., at Walker & Patterson, P.C. represents the Debtor as legal counsel. NGL ENERGY: S&P Upgrades ICR to 'B' on Extending Maturity Profile ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on NGL Energy Partners L.P., a diversified midstream energy company, to 'B' from 'B-'. S&P said, "At the same time, we assigned our 'B+' issue-level rating to its new $700 million TLB. Our '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of default. "We also affirmed our 'B+' issue-level rating on the company's existing $2 billion senior secured notes due 2026. Our '2' recovery rating on that debt indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery. "The stable outlook reflects our expectation that NGL Energy will continue to generate strong EBITDA and free cash flow, while reducing its adjusted leverage to about 4.5x-5x in fiscal years 2025 and 2026. We expect the company to address its additional maturities in the near term." On Jan. 17, NGL Energy Partners announced its intention to issue a $700 million senior secured term loan B (TLB) due 2031. The company will use proceeds from this issuance to repay its outstanding senior unsecured notes due 2025 and 2026. S&P said, "Our issuer credit rating 'B' on NGL Energy is underpinned by a series of strategic financial decisions and its robust operational performance. The company's plan to repay existing senior notes is set to significantly improve its debt maturity profile and reduce refinancing risk. We anticipate the company will address the remaining maturities in its capital structure in the near term. We also expect NGL Energy to use free cash flow to repay accrued distributions of its preferred shares. NGL Energy's strong performance in its water solutions segment, particularly in the Delaware basin, has been a key driver of profitability and contributes to its increasing scale of operations and EBITDA. "Anticipated capital structure refinancing will improve NGL Energy's credit profile. NGL Energy will use the $700 million senior secured TLB to repay around $600 million of existing senior notes due in 2025 and 2026. We believe this is a first step to address the capital structure and expect NGL to also address its $2,050 million senior secured notes due in February 2026. This refinancing, while not increasing total debt balance, should positively impact NGL's weighted average debt maturity, extending it from two years to over six years, and significantly reduce refinancing risks. "Additionally, the company will have sufficient cash flow in the next 12 months to address its $253 million accrued distributions on preferred equity classes B, C, and D. Our base-case scenario anticipates NGL Energy to repay the outstanding preferred equity class D balance by 2028 with support from robust operational cash flows and potential asset sales." Robust performance in its water solutions segment underpins operational success. NGL Energy has significant operational scale with a presence in key production areas like the Delaware, DJ and Eagleford basins. Notably, its water solutions operations in the Delaware basin contribute approximately 70% to its EBITDA. This segment's EBITDA has doubled over the past three years, reaching $463 million in fiscal-year 2023 (ended March 2023), supported by ongoing oil and gas production growth. Projections indicate about an 8% rise in natural gas productions in the Delaware basin over the next two years, while Permian crude oil output potentially peaks at around 8 million barrels per day by 2029. However, NGL Energy is exposed to crude oil and liquids price volatility as these segments account for about 30% of its EBITDA. S&P said, "We expect credit metrics to continue improving. Through fiscal 2025, we anticipate EBITDA of $700 million-$720 million per year. We also project adjusted leverage of around 5x for fiscals 2024 and 2025, with a further decline to 4.5x in 2026. We expect this leverage reduction to stem from the repayment of accrued distributions on preferred equity and gradual repayment of Class D balance. This aligns with NGL Energy's strategic focus to strengthen its financial position while maintaining operational growth. Leverage reduction is partly due to the company's strategy of selling noncore assets, a move that has proven effective in the past year with asset sales at a low double-digit EBITDA multiple. We expect NGL Energy to continue selling additional noncore assets, assisting in reducing preferred equity balance. "We anticipate NGL Energy to generate an average of $250 million in free cash flow from operations annually. This consistent cash flow could combine with noncore asset sales to position NGL Energy to further strengthen its financial standing and enhance its credit profile. "The stable outlook reflects an improved capital structure and our expectation that NGL will continue to generate strong EBITDA and free cash flows sufficient to repay its accrued distributions on preferred equity. It also reflects our expectation that the company will address the additional maturities in its capital structure in the near term. We expect adjusted leverage to decline to about 5x in fiscal-year 2025 and 4.5x in fiscal-year 2026." S&P could take a negative rating action if NGL Energy's adjusted leverage exceeds 6.5x. This could happen due to: -- A substantial decline in EBITDA driven by commodity price volatility; -- Lower drilling activity on its dedicated acreage; or -- An accrual of distributions on preferred units. Additionally, S&P could lower the rating if NGL cannot refinance its $2,050 million senior notes in the near term. S&P said, "Although unlikely during the next 12 months, we could consider a positive rating action if we expect the company to maintain leverage below 4.5x while increasing its EBITDA. "Environmental factors are a moderately negative consideration in our credit rating analysis of NGL. Although the partnership's water solutions segment supports the longevity of its business, it also faces multiple risks related to energy transition. This includes longer-term volume risks from reduced drilling activity and demand due to the transition to renewable energy sources. "Governance is also a moderately negative consideration because of NGL's history of leveraging acquisitions, which have stretched its balance sheet and led us to assess its financial risk profile as highly leveraged." NICMAR INDUSTRIES: Hires Dominion Management as Financial Advisor ----------------------------------------------------------------- Nicmar Industries d/b/a George R. Roberts Company seeks approval from the U.S. Bankruptcy Court for the District of Maine to employ Dominion Management Services, LLC, as its financial advisor. The firm will render these services: (a) assist in the preparation of the cash flows, including weekly reporting and updates to the same; (b) assist in other financial modeling aspects of the bankruptcy process; (c) advise the Debtor's president, controller, and other management as requested about financial and cash flow aspects of the bankruptcy process and the asset sale process; and (d) assisting with preparation of monthly operating reports and other reporting obligations. Wayne Johnson, president of Dominion, will be the primary individual working on this matter. His rate is $200 per hour. Further, Dominion seeks to be reimbursed for its actual and necessary expenses incurred. As disclosed in the court filing, Dominion does not hold or represent any interest adverse to the Dominion estate and is a "disinterested person" as that phrase is defined in Bankruptcy Code Sec. 101(14), as modified by Sec. 1107(b). The firm can be reached through: Wayne Johnson Dominion Management Services, LLC About Nicmar Industries Nicmar Industries filed its voluntary petition for Chapter 11 protection (Bankr. D. Maine Case No. 24-20006) on Jan. 12, 2024, listing $5,386,007 in assets and $4,705,439 in liabilities. The petition was signed by Stephen J. Ray as president/trustee. Judge Michael A. Fagone oversees the case. Adam Prescott, Esq. at BERNSTEIN SHUR SAWYER & NELSON, P.A. represents the Debtor as counsel. NICMAR INDUSTRIES: Taps Bernstein Shur as Bankruptcy Counsel ------------------------------------------------------------ Nicmar Industries d/b/a George R. Roberts Company seeks approval from the U.S. Bankruptcy Court for the District of Maine to employ Bernstein, Shur, Sawyer & Nelson, P.A. as its bankruptcy counsel. The firm's services include: (a) advising the Debtors with regard to the requirements of the bankruptcy court, Bankruptcy Code, Bankruptcy Rules, Local Rules, and the Office of the United States Trustee as they pertain to the Debtors; (b) advising the Debtors with regard to certain rights and remedies of the bankruptcy estates and rights, claims, and interests of creditors, and bringing such claims as the Debtors, in their business judgment, decide to pursue; (c) representing the Debtors in any proceeding or hearing in the bankruptcy court involving their estates; (d) conducting examinations of witnesses, claimants or adverse parties, and representing the Debtors in any adversary proceeding (except to the extent that any such adversary proceeding is in an area outside of Bernstein's expertise); (e) reviewing and analyzing various claims of creditors and treatment of such claims, preparing, filing or prosecuting any objections thereto, or initiating appropriate proceedings regarding leases or contracts to be rejected or assumed; (f) assisting the Debtors in the preparation of reports and legal documents; (g) assisting the Debtors in the analysis, formulation, negotiation, and preparation of all necessary documentation relating to the sale of their assets; (h) assisting the Debtors in the negotiation, formulation, preparation, and confirmation of a Chapter 11 plan; and (i) providing other necessary legal services. The firm will charge these hourly fees: Adam R. Prescott, Attorney (Shareholder) $395 Jennifer Novo, Attorney (Associate) $305 Spencer Shagoury, Attorney (Associate) $285 Angela Stewart, Paraprofessional $275 Christine Mastrogiorgio, Paraprofessional $210 Karla Quirk, Paraprofessional $210 As disclosed in court filings, Bernstein is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Adam R. Prescott, Esq. Bernstein, Shur, Sawyer & Nelson, P.A. 100 Middle Street P.O. Box 9729 Portland, ME 04104-5029 Tel: 207 774-1200 Fax: 207 774-1127 Email: aprescott@bernsteinshur.com About Nicmar Industries Nicmar Industries filed its voluntary petition for Chapter 11 protection (Bankr. D. Maine Case No. 24-20006) on Jan. 12, 2024, listing $5,386,007 in assets and $4,705,439 in liabilities. The petition was signed by Stephen J. Ray as president/trustee. Judge Michael A. Fagone oversees the case. Adam Prescott, Esq. at BERNSTEIN SHUR SAWYER & NELSON, P.A. represents the Debtor as counsel. ORETEST INTERNATIONAL: Gets OK to Tap Timothy M. Collier as Counsel ------------------------------------------------------------------- Oretest International, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ The Law Office of Timothy M. Collier, PLLC as special counsel. The Debtor needs a special counsel to represent its interests in disputed two claims. The hourly rate of Timothy Collier, Esq., is $400. The attorney received a retainer in the amount of $5,000. Mr. Collier 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: Timothy M. Collier, Esq. The Law Office of Timothy M. Collier, PLLC 3295 North Drinkwater Blvd., Suite 9 Scottsdale, AZ 85251 Telephone: (480) 248-0657 Facsimile: (480) 718-8759 Email: timothy.collier@tmcollierlaw.com About Oretest International Oretest International, LLC owns a commercial real property located at 1108 West 4th St., Benson, Ariz. The property is valued at $450,000 based on the Debtor's opinion. Oretest International filed Chapter 11 petition (Bankr. D. Ariz. Case No. 23-06280) on Sept. 11, 2023, with $1,331,500 in total assets and $605,033 in total liabilities. David John Clare, managing member, signed the petition. Judge Scott H. Gan oversees the case. The Debtor tapped Allan D. NewDelman, Esq., at Allan D. NewDelman, PC as bankruptcy counsel and The Law Office of Timothy M. Collier, PLLC as special counsel. PALEO ON THE GO: Amy Denton Mayer Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Amy Denton Mayer of Stichter Riedel Blain & Postler P.A. as Subchapter V trustee for Paleo On The Go, LLC. Ms. Mayer will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Amy Denton Mayer Stichter Riedel Blain & Postler P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Phone: (813)229-0144 Email: amayer@subvtrustee.com About Paleo On The Go Paleo On The Go, LLC, a company in Largo, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00155) on January 12, 2024, with $29,700 in assets and $1,451,126 in liabilities. David J. Rohde, manager, signed the petition. Judge Catherine Peek Mcewen oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor as legal counsel. PALEO ON THE GO: Seeks to Hire Buddy D. Ford as Legal Counsel ------------------------------------------------------------- Paleo On The Go, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P. A. as its counsel. The Debtor requires legal counsel to: a. analyze the financial situation, and rendering advice and assistance to the Debtor in determining whether to file a petition under Title 11, United States Code; b. advise the Debtor with regard to the powers and duties of the debtor and as Debtor-in-Possession in the continued operation of the business and management of the property of the estate; c. prepare and file of the petition, schedules of assets and liabilities, statement of affairs, and other documents required by the Court; d. represent the Debtor at the Section 341 Creditors' meeting; e. advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; f. prepare necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon; g. protect the interest of the Debtor in all matters pending before the court; h. represent the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and i. perform all other legal services for Debtor as Debtor-in-Possession which may be necessary, and it is necessary for Debtor as Debtor-in-Possession to employ this attorney for such professional services. The firm will be paid at these rates: Buddy D. Ford, Esq. $450 per hour Attorneys $450 per hour Senior Associate Attorneys $400 per hour Junior Associate Attorneys $350 per hour Senior paralegal $150 per hour Junior paralegal $100 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The Debtor paid the firm a retainer of $17,000. As disclosed in court filings, Buddy D. Ford is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Email: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com About Paleo On The Go Paleo On The Go specializes in the food & beverages, food distributors areas. Paleo On The Go, LLC filed its voluntary petition for relief under Chapter 11 if the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00155) on Jan. 12, 2024. The petition was signed by David J. Rohde as manager. At the time of filing, the Debtor estimated $29,700 in assets and $1,451,126 in liabilities. Judge Catherine Peek Mcewen presides over the case. Buddy D. Ford, Esq. at BUDDY D. FORD, P.A. represents the Debtor as counsel. PARRS ENTERPRISES: Douglas Flugum Named Subchapter V Trustee ------------------------------------------------------------ The Acting U.S. Trustee for Region 12 appointed Douglas Flugum as Subchapter V trustee for Parrs Enterprises, Inc. Mr. Flugum will be paid an hourly fee of $250 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Flugum declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Douglas Flugum P.O. Box 308 Cedar Rapids, IA 52406 Email: dflugum@bugeyeventures.com About Parrs Enterprises Parrs Enterprises, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 24-00026) on Jan. 11, 2024, with $500,001 to $1 million in both assets and liabilities. Joseph A. Peiffer, Esq., at Ag & Business Legal Strategies represents the Debtor as bankruptcy counsel. PARRS ENTERPRISES: Taps Ag & Business Legal Strategies as Counsel ----------------------------------------------------------------- Parrs Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ Ag & Business Legal Strategies as counsel. The firm will render these legal services: (a) prepare pleadings and applications and conduct examinations incidental to any related proceedings or to the administration of this Chapter 11 case; (b) develop the relationship of the status of the Debtor to the claims of creditors in this case; (c) advise the Debtor of its rights, duties, and obligations in this bankruptcy; (d) take any other necessary action incident to the proper preservation and administration of this bankruptcy case; and (e) advise and assist the Debtor in the formation and preparation of a plan pursuant to Chapter 11 of the Bankruptcy Code and all matters related thereto. The firm will be paid at these rates: Shareholder $600 per hour Senior Associate Attorneys $450 per hour Of Counsel/Associate Attorneys $430 per hour Junior Associate Attorneys $365 per hour Chief Financial Strategist $290 per hour Senior Paralegals $200 per hour Other Support Staff $175 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles Johnston, owner of Parrs, has agreed to pay a retainer of $25,000 from the proceeds of the sale farm it owns. Joseph Peiffer, Esq., owner of Ag & Business Legal Strategies, 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: Joseph A. Peiffer, Esq. AG & BUSINESS LEGAL STRATEGIES P.O. Box 11425 Cedar Rapids, IA 52410-1425 Telephone: (319) 363-1641 Facsimile: (319) 200-2059 Email: joe@ablsonline.com About Parrs Enterprises, Inc. Parrs Enterprises, Inc. in Iowa City, IA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Iowa Case No. 24-00026) on Jan 11, 2024, listing $500,001 to $1 million in both assets and liabilities. Joseph A. Peiffer, Esq. at Ag & Business Legal Strategies serve as the Debtor's legal counsel. PARTS ID: Seeks Approval to Hire DLA Piper as Bankruptcy Counsel ---------------------------------------------------------------- Parts ID Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire DLA Piper LLP (US) as its counsel. The Debtors require legal counsel to: (a) advise the Debtors of their rights, powers and duties as debtors and debtors in possession, while operating and managing their business and property under chapter 11 of the Bankruptcy Code; (b) prepare on behalf of the Debtors all necessary and appropriate applications, motions, proposed orders, other pleadings, notices, schedules, and other documents and reviewing all financial and other reports to be filed in these Chapter 11 Cases; (c) advise the Debtors concerning and prepare responses to, applications, motions, other pleadings, notices, and other papers that may be filed by other parties in these Chapter 11 Cases; (d) advise the Debtors with respect to, and assist in the negotiation and documentation of, asset purchase agreements or other definitive transaction documentation, financing and use of cash collateral agreements, and related transactions; (e) advise the Debtors regarding actions to collect and recover property for the benefit of their estates; (f) advise the Debtors concerning executory contract and unexpired lease assumptions and assignments and rejections; (g) assist the Debtors in reviewing, estimating, and resolving claims asserted against the Debtors' estates; (h) assist the Debtors in complying with applicable laws and governmental regulations; and (i) provide any other services to the extent requested by the Debtors. The firm will be paid at these hourly rates: R. Craig Martin (Partner) $1,595 James Fischer (Partner) $1,300 Erik Stier, (Associate) $1,155 Rob Moskalewicz, (Associate) $1,050 Nicholas Luciano, (Associate) $1,040 William Countryman (Paralegal) $515 Carolyn Fox (Paralegal) $410 R. Craig Martin, Esq., a partner at DLA Piper, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: R. Craig Martin, Esq. DLA Piper LLP (US) 1201 North Market Street, Suite 2100 Wilmington, DE 19801 Tel: (302) 468-5700 Fax: (302) 394-2341 Email: craig.martin@dlapiper.com About PARTS iD Inc. PARTS iD Inc. -- https://www.partsidinc.com/ -- headquartered in Cranbury, New Jersey, the company is a technology-driven, digital commerce company focused on creating custom infrastructure and unique user experiences within niche markets. The Company was founded in 2008 with a vision of creating a one-stop digital commerce destination for the automotive parts and accessories market. The Company has since become a market leader and proven brand-builder, fueled by its commitment to delivering an engaging shopping experience; comprehensive, accurate and varied product offerings; and continued digital commerce innovation. Parts ID went public via a merger with a blank-check firm in 2020. The company operates websites including CARiD.com, TRUCKiD.com and CAMPERiD.com. Parts ID Inc. and subsidiary PARTS iD, LLC, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-12098) on Dec. 26, 2023. In the petition filed by CEO Lev Peker, Parts ID Inc. disclosed $18.7 million in assets against $55.02 million in debt as of Sept. 30, 2023. DLA PIPER LLP (US) is the Debtors' bankruptcy counsel. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. PARTS ID: Taps Kroll Restructuring as Administrative Advisor ------------------------------------------------------------ Parts ID Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kroll Restructuring Administration LLC as their administrative advisor. The firm's services include: a. assisting with, among other things, 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. assisting with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs, and gathering data in conjunction therewith; d. providing a confidential data room, if requested; and e. managing and coordinating any distributions pursuant to a Chapter 11 plan; and f. providing such other processing, solicitation, balloting and other administrative services Prior to their bankruptcy filing, the Debtors provided Kroll an advance in the amount of $50,000, which was received by Kroll on Dec 7, 2023. In addition, on Dec 7, 2023, Kroll received a payment in the amount of $40,000 for actual and/or estimated prepetition fees and expenses. Benjamin Steele, a managing director at Kroll, 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: Benjamin J. Steele Kroll Restructuring Administration LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Telephone: (212) 593-1000 About PARTS iD Inc. PARTS iD Inc. -- https://www.partsidinc.com/ -- headquartered in Cranbury, New Jersey, the company is a technology-driven, digital commerce company focused on creating custom infrastructure and unique user experiences within niche markets. The Company was founded in 2008 with a vision of creating a one-stop digital commerce destination for the automotive parts and accessories market. The Company has since become a market leader and proven brand-builder, fueled by its commitment to delivering an engaging shopping experience; comprehensive, accurate and varied product offerings; and continued digital commerce innovation. Parts ID went public via a merger with a blank-check firm in 2020. The company operates websites including CARiD.com, TRUCKiD.com and CAMPERiD.com. Parts ID Inc. and subsidiary PARTS iD, LLC, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-12098) on Dec. 26, 2023. In the petition filed by CEO Lev Peker, Parts ID Inc. disclosed $18.7 million in assets against $55.02 million in debt as of Sept. 30, 2023. DLA PIPER LLP (US) is the Debtors' bankruptcy counsel. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. PAX THERAPY: No Patient Complaints, 1st PCO Report Says ------------------------------------------------------- Tamar Terzian, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California a first report regarding the quality of patient care provided by Pax Therapy and Family Services, Inc. Pax Therapy has approximately 300 patients per week with approximately 50% treated via tele-health and 50% treated in person at the Whittier location. Patients are all based in California and some that are referred through Lyra Insurance are in Northern California, primarily using telehealth. The PCO finds Pax Therapy has sufficient staff and providers on site and available through tele-health to meet the standard of care for each patient. The PCO finds that all medical records are properly stored and compliant with HIPAA. She recommended that Pax Therapy provides monthly communications with staff regarding HIPAA security, review maintenance records and logs, perform system monitoring and evaluate security controls in place to properly protect patient records. The PCO conducted a site visit to the Whittier location and observed four therapists. She discussed with the therapist the various measures used to determine the initial assessment and questioned the therapist on the measures used to determine patients improvements. The PCO is informed that Pax Therapy will refer to other therapist after an assessment if for some reason the patient complains about the therapist. Ms. Terzian observed that there are no patient complaints. Due to the bankruptcy, Pax Therapy lost one employee and another has also resigned. The PCO finds that Pax Therapy will continue to have sufficient staff to provide care to patients. The PCO found no changes to report currently in terms of the quality of care. She did not observe operational concerns as contemplated by Section 333(b)(3) of the Bankruptcy Code with potential patient safety implications. The PCO does recommend a log maintained by Pax Therapy with patient complaints regardless of the nature of the complaint and what solution was provided to the patient. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=H4zuGp from PacerMonitor.com. The ombudsman may be reached at: Tamar Terzian Hanson Bridgett, LLP 777 S. Figueroa Street, Suite 4200 Los Angeles, CA 90017 Direct: (323) 210-7747 About Pax Therapy and Family Services Pax Therapy and Family Services, Inc. provides mental health therapy services through its licensed professionals from its offices located in Whittier, Calif. The Debtor filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-17284) on November 2, 2023, with up to $100,000 in assets and up to $1 million in liabilities. Kristin Martinez, president, signed the petition. Judge Deborah J. Saltzman oversees the case. David B. Zolkin, Esq., at Weintraub Zolin Talerico & Selth, LLP, represents the Debtor as legal counsel. Tamar Terzian is the patient care ombudsman appointed in the Debtor's bankruptcy case. PICANTE GRILLE: Unsecured Non-Tax Claims to Get 40% to 100% ----------------------------------------------------------- Picante Grille, LLC submitted a Disclosure Statement to accompany the Plan of Reorganization dated January 3, 2024. The Debtor owns and operates a restaurant in Delmont, Pennsylvania. Unsecured claims which will be treated as follows: * The US DOL filed 2 Proofs of Claim – POC 3 in the amount of $214,881.53 and POC 4 in the amount of $367,265.80. The claims may be duplicates. However, due to this issue, the numbers in this section may not reflect the actual allowed claims. * General unsecured non-tax claims total $609,278.52 and will recover 40-100% of their claims. * Payments to unsecured creditors will be made by the Debtor on a monthly basis and distributed to creditors on a quarterly basis. Once the payment is made by the Debtor, those funds will be determined to be the property of the creditors. * It is anticipated that the first payment to unsecured creditors will occur on or before the Plan Effective Date. * It is anticipated that the last payment will occur 120 months after the first payment. * The following contingencies to plan payments exists: i. The ultimate dividend to general unsecured creditors will be based on the total amount of allowed unsecured claims. ii. The Debtor reserves the right to pay this class in full at any time. The Plan is being funded by the Debtor's continued operations. Counsel for the Debtor and Debtor-in-Possession, Picante Grille, LLC: Donald R. Calaiaro, Esq. Andrew K. Pratt, Esq. CALAIARO VALENCIK 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Phone: (412) 232-0930 Fax: (412) 232-3858 E-mail: dcalaiaro@c-vlaw.com apratt@c-vlaw.com A copy of the Disclosure Statement dated Jan. 3, 2024, is available at https://tinyurl.ph/vrdtk from PacerMonitor.com. About Picante Grille Picante Grille LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Penn. Case No. 23-21480) on July 7, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Donald R. Calaiaro, Esq., at Calaiaro Valencik. PONTOON BREWING: Seeks to Hire New Mill Capital as Auctioneer ------------------------------------------------------------- Pontoon Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire New Mill Capital Holdings, LLC, as its auctioneer. The firm will conduct an auction sale of the Debtor's assets, including fixtures, furniture, restaurant and brewery equipment, and remaining inventory. The auctioneer shall retain a 5 percent commission from the hammer price of all items of property sold at the public auction sale and shall charge to successful bidders and retain an industry standard buyer's premium as its compensation. As disclosed in court filings, New Mill Capital is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric Weiler New Mill Capital Holdings, LLC 50 Louis St NW, 6th Floor Grand Rapids, MI 49503 Telephone: (888) 801-6032 Facsimile: (818) 337-7198 Email: ericw@newmillcapital.com About Pontoon Brewing Company Pontoon Brewing Company, LLC is an alcoholic beverage company in Atlanta, Ga. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-61376) on Nov. 16, 2023, with up to $10 million in both assets and liabilities. Sean O'Keefe, manager, signed the petition. Judge Lisa Ritchey Craig oversees the case. G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, PA represents the Debtor as legal counsel. PREEMINENT HOLDINGS: Taps Marc Voisenat as Bankruptcy Attorney -------------------------------------------------------------- Preeminent Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Marc Voisenat, Esq., a practicing attorney in Alameda, Calif., to handle its Chapter 11 case. Mr. Voisenat will be paid at the rate of $500 per hour. In addition, the attorney will receive reimbursement for out-of-pocket expenses incurred. On January 11, 2024, Mr. Voisenat was paid $10,000 by John Coffey who is a business associate of the Debtor. Mr. Voisenat disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Voisenat holds office at: Marc Voisenat, Esq. 2329A Eagle Avenue Alameda, CA 94501 Tel: (510) 263-8664 Fax: (510) 272-9158 About Preeminent Holdings Preeminent Holdings LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-30891) on Dec. 29, 2023. At the time of filing, the Debtor estimated $1,000,001 to $10 million in both assets and liabilities. Judge Dennis Montali presides over the case. Marc Voisenat, Esq. represents the Debtor as counsel. PRESTIGE HOMECARE: Seeks to Hire Bradford Law as Legal Counsel -------------------------------------------------------------- Prestige Homecare, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Bradford Law Offices to handle its Chapter 11 case. Bradford Law Offices' hourly rates are as follows: Attorney time outside court $575 Attorney time in court $575 Paralegal time $200 The firm shall receive a retainer in the amount of $9,238. Danny Bradford, Esq., an attorney at Bradford Law Offices, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Danny Bradford, Esq. BRADFORD LAW OFFICES 455 Swiftside Drive, Suite 106 Cary, NC 27518-7198 Telephone: (919) 758-8879 Email: Dbradford@bradford-law.com About Prestige Homecare Prestige Homecare, LLC is a for-profit limited liability company formed and organized under Tennessee law and currently conducting business as an in-home provider of healthcare and companionship services to patients in the Tennessee, Georgia, and Alabama Tri-State area. Prestige Homecare filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 22-11084) on May 23, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Brenda G. Brooks serves as Subchapter V trustee. Judge Shelley D Rucker presides over the case. David J. Fulton, Esq., at Scarborough & Fulton and S&T Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. PRIZE MANAGEMENT: Taps B. Riley as Estate Broker and Consultant --------------------------------------------------------------- Prize Management, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ B. Riley Real Estate, LLC as its real estate advisor and B. Riley Wholesale & Industrial Solutions, LLC as its liquidation consultant. The firm will market and sell the Debtor's sand and rock mining company and all associated inventory and equipment. B. Riley will earn a commission on the closed sale transaction proceeds of 8 percent. As disclosed in the court filings, B. Riley does not represent any interest adverse to the Debtors or the estates in the matters upon which they are to be engaged for the Debtors. The firms can be reached through: Michael Jerbich B. Riley Real Estate, LLC 150 North Riverside Plaza, Suite 2800 Chicago, IL 60606 Phone: (312) 894-7621 Email: mjerbich@brileyfin.com - and - Tim Shilling B. Riley Wholesale & Industrial Solutions, LLC 30870 Russell Ranch Road, Suite 250 Westlake Village, CA 91362 Phone: (617) 951-6904 Email: tshilling@brileyfin.com About Prize Management, LLC Prize Management, LLC is a sand and gravel mining company which operates on the land owned by Sand Ridge Development Assn., Inc. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02681) on September 14, 2023. In the petition signed by Alton Williams, Jr., president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Pamela W. McAffee oversees the case. William P. Janvier, Esq., at Stevens Martin Vaugh & Tadych, PLLC, represents the Debtor as legal counsel. PROFESSIONAL PROCESS: Michael Markham Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Michael Markham, Esq., as Subchapter V trustee for Professional Process Piping, LLC. Mr. Markham, a partner at Johnson Pope Bokor Ruppel & Burns, LLP, will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Markham declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael C. Markham, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street, Suite 3100 Tampa, FL 33602 Phone: (727) 480-5118 Email: Mikem@jpfirm.com About Professional Process Piping Professional Process Piping, LLC is a contractor in Spring Hill, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00114) on Jan. 10, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Jennifer A. Meissner, manager, oversees the case. Judge Roberta A. Colton oversees the case. Kathleen L. DiSanto, Esq., at Bush Ross, P.A. represents the Debtor as legal counsel. PROMEDICA HEALTHCARE: S&P Affirms 'BB' Bond Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings revised the outlook to stable from negative and affirmed its 'BB' rating on ProMedica Healthcare, Ohio's bonds outstanding. "The outlook revision reflects the recent divestitures of non-core businesses, including the skilled nursing business and most recently, the home, health, and hospice segment," said S&P Global Ratings credit analyst Anne Cosgrove. The most recent transaction resulted in the paydown of all private-placement debt and eliminated near-term covenant risk that could have accelerated repayment of bonds. S&P believes these divestitures have reduced the system's enterprise and financial risk, with lower cash flow losses and operating lease liability. Furthermore, management can now focus on the core acute-care business and operational improvement. S&P said, "The stable outlook reflects our expectation for continued operational improvement and stability in balance sheet metrics. We also expect management will focus on the core acute-care business and look to right-size the organization. "We could lower the rating if operational performance does not improve as expected or if unrestricted reserves decline significantly. We could also lower the rating if the enterprise profile weakens. "We could raise the rating if there is significant and sustained operational improvement and an increase in unrestricted reserves. We could also raise the rating if there is a decline in leverage and a demonstrated track record of execution as management re-focuses on core businesses." PROTERRA INC: Finalizes $3.5M Transit Sale With Phoenix Motor, Inc. ------------------------------------------------------------------- Proterra Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on January 11, 2024, the Company and Phoenix entered into a third amendment to the Battery Leases APA to reflect, among other terms, an outside closing date of January 23, 2024 for the Battery Leases Sale. Accordingly, on January 11, 2024, the Company and Phoenix consummated the Transit Sale. The aggregate final purchase price of the Transit Assets was $3.5 million. On January 9, 2024, the Bankruptcy Court entered an order (i) authorizing and approving the Company's entry into the previously announced Transit APA, pursuant to which Phoenix agreed to acquire the Transit Assets, (ii) authorizing and approving the Company's entry into the previously announced Battery Leases APA, pursuant to which Phoenix agreed to acquire the Battery Leases Assets, (iii) authorizing the Transit Sale and the Battery Leases Sale, (iv) approving the Debtors' assumption and assignment of certain contracts and leases to Phoenix and (v) granting related relief. The Company expects that no proceeds from the Transit Sale will be distributed to the Company's stockholders. The Chapter 11 Cases remain pending. The terms of the proposed First Amended Joint Chapter 11 Plan of Reorganization for Proterra Inc and its Debtor Affiliate, as filed with the Bankruptcy Court on January 2, 2024, provide that holders of the Company's common stock will not receive any recovery on account of those shares following the conclusion of the Chapter 11 Cases. About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. Proterra Inc. and Proterra Operating Company, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. In the petition filed by Gareth T. Joyce, chief executive officer, the Debtor reported total assets as of June 30, 2023 amounting to $818,773,679 and total debt as of June 30, 2023 of $609,498,207. The Honorable Bankruptcy Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company, LLC, as investment banker; and Slaughter and May as special corporate counsel. Kurtzman Carson Consultants LLC is the claims agent. PROTERRA INC: Unsecureds Will Get 15.7% to 24.8% in Joint Plan -------------------------------------------------------------- Proterra Inc. and Proterra Operating Company, Inc., submitted a Second Amended Disclosure Statement for Second Amended Joint Chapter 11 Plan of Reorganization dated January 15, 2024. The Debtors were able to obtain signed transaction agreements with respect to all three of their Business Lines. The Debtors selected Volvo Battery Solutions LLC as the Successful Bidder with respect to the Proterra Powered Business Line. The Bankruptcy Court authorized the sale of the Proterra Powered Business Line to Volvo on November 29, 2023. The Debtors selected (a) Phoenix Motor, Inc. as the Successful Bidder with respect to (i) certain battery lease assets (the "Battery Leases") and (ii) Proterra Transit, and (b) [Anthelion I Prodigy Holdco LP] (as successor agent to CSI GP I LLC), Anthelion I Prodigy Holdco LP (f/k/a CSI I Prodigy Holdco LP), Anthelion Prodigy Co-Investment LP (f/k/a CSI Prodigy Co Investment LP), and Anthelion PRTA Co-Investment LP (f/k/a CSI PRTA Co-Investment LP) (collectively, the "Plan Sponsor") as the Successful Bidder with respect to Proterra Energy. The Bankruptcy Court authorized the sales of the Proterra Transit Business Line and Battery Leases to Phoenix on January 9, 2024. Order (A) Authorizing and Approving the Debtors' Entry into the Asset Purchase Agreements, (B) Authorizing the Sale of the Debtors’ Transit and Battery Lease Assets Free and Clear of all Liens, Claims, Interests, and Encumbrances, (C) Approving the Assumption and Assignment of the Assumed Executory Contracts and Unexpired leases, and (D) Granting Related Relief (the "Transit Sale Order"). The Debtors closed the sale of Proterra Transit to Phoenix on January 11, 2024. The Debtors seek to close the sale of the Battery Leases to Phoenix as soon as possible, and to consummate the transaction contemplated in the Plan Support Agreement to the Energy and Transit Successful Bids Notice (the "Plan Support Agreement") through the confirmation and consummation of the Plan (the "Reorganization"). As of January 15, 2024, the Debtors have outstanding funded debt obligations of approximately [$194.9 million], consisting of (a) $11.9 million of undrawn letters of credit issued under the First Lien Credit Facility and (b) [$183.0 million] in principal amount (but excluding the Settled Amounts of Second Lien Convertible Notes. As of January 15, 2024, there are approximately [$183.0 million] (excluding the Settled Amounts) of convertible notes (the "Second Lien Convertible Notes") outstanding that were issued by the Debtors pursuant to that certain Note Purchase Agreement, dated as of August 4, 2020, by and among Legacy Proterra, the investors from time to time party thereto (the "Second Lien Convertible Noteholders" and with the Second Lien Agent, the "Prepetition Second Lien Secured Parties" and with the Prepetition First Lien Secured Parties, the "Prepetition Secured Parties"), the guarantors from time to time party thereto, and the Second Lien Agent (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Note Purchase Agreement" and with the Senior Credit Agreement, the "Loan Documents"). Class 5 consists of General Unsecured Claims. Except to the extent the holder of an Allowed General Unsecured Claim agrees to less favorable treatment, on the Effective Date, each holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the Second Priority Distribution Trust Beneficiaries' interests in the Distribution Trust. This Class will receive a distribution of 15.7% to 24.8% of their allowed claims. This Class is impaired. The transactions contemplated by the Plan shall be approved and effective as of the Effective Date, without the need for any further state or local regulatory approvals or approvals by any non-Debtor parties, and without any requirement for further action by the Debtors, their boards of directors, their stockholders, or any other person or entity. If a Plan Support Agreement Termination does not occur, all distributions under the Plan will be (a) made by the Distribution Trustee from the Distribution Trust Assets, the Distribution Trust Expense Reserve, the Professional Compensation Escrow Account, or the Self-Insured Reserve Account, (b) paid in full in Cash on or before the Effective Date, by the Debtors, pursuant to the terms of the Plan, or (c) effected through the issuance and distribution of the New Common Stock. On the Effective Date, the Debtors shall fund the Distribution Trust Expense Reserve, the Professional Compensation Escrow Account, and the Self-Insured Reserve Account in full in Cash, and transfer the Distribution Trust Assets to the Distribution Trust. Cash payments to be made on the Effective Date shall be funded by (a) Cash proceeds of any Sale, and (b) Cash on hand as of the Effective Date. If a Plan Support Agreement Termination occurs, all distributions under the Plan to effect the Plan Support Agreement Termination Distribution will be (a) made by the Distribution Trustee from the Distribution Trust Assets, the Distribution Trust Expense Reserve, the Professional Compensation Escrow Account, or the Self-Insured Reserve Account, or (b) paid in full in Cash on or before the Effective Date, by the Debtors, pursuant to the terms of the Plan. On the Effective Date, the Debtors shall fund the Distribution Trust Expense Reserve, the Professional Compensation Escrow Account, and the Self-Insured Reserve Account in full in Cash, and transfer the Distribution Trust Assets to the Distribution Trust. Cash payments to be made on the Effective Date shall be funded by (a) Cash proceeds of any Sale, and (b) Cash on hand as of the Effective Date. A full-text copy of the Second Amended Disclosure Statement dated January 15, 2024 is available at https://urlcurt.com/u?l=TeElDY from Kurtzman Carson Consultants LLC, claims agent. Debtors' Co-Counsel: Pauline K. Morgan, Esq. Andrew L. Magaziner, Esq. Shella Borovinskaya, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: pmorgan@ycst.com amagaziner@ycst.com sborovinskaya@ycst.com - and - Paul M. Basta, Esq. Robert A. Britton, Esq. Michael Colarossi, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 Email: pbasta@paulweiss.com rbritton@paulweiss.com mcolarossi@paulweiss.com About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. Proterra Inc. and Proterra Operating Company, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. In the petition filed by Gareth T. Joyce, chief executive officer, the Debtor reported total assets as of June 30, 2023 amounting to $818,773,679 and total debt as of June 30, 2023 of $609,498,207. The Honorable Bankruptcy Judge Brendan Linehan Shannon handles the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company, LLC, as investment banker; and Slaughter and May as special corporate counsel. Kurtzman Carson Consultants LLC is the claims agent. QUARTERNORTH ENERGY: S&P Places 'B-' ICR on CreditWatch Positive ---------------------------------------------------------------- S&P Global Ratings placed its 'B-' issuer credit rating and 'B+' issue-level rating on independent offshore oil and gas producer Quarternorth Energy Holding Inc. on CreditWatch with positive implications. S&P said, "The positive CreditWatch placement reflects the likelihood that we will raise our ratings on the company following the close of the acquisition, which we expect will occur by the end of the first quarter of 2024. "We placed our ratings on Quarternorth, including our 'B-' issuer credit rating and 'B+' issue-level rating on its second-lien term loan, on CreditWatch with positive implications." On Jan. 15, 2024, Houston-based offshore exploration and production (E&P) company Talos Energy Inc. announced a deal to acquire Quarternorth Energy in a cash and stock transaction valued at $1.29 billion, including approximately $965 million of cash and $335 million of equity. S&P said, "The CreditWatch placement reflects the likelihood that we will raise the ratings on Quarternorth following the close of its acquisition by higher-rated Talos Energy. The transaction values Quarternorth at about $1.29 billion. We expect the company will pay off its second lien term loan prior to closing. "The transaction is subject to customary closing conditions and regulatory approvals. We expect to resolve the CreditWatch placement when the acquisition closes, which we anticipate will occur in the first quarter of 2024. "Assuming the transaction is completed as proposed, we will likely raise our ratings on Quarternorth to equalize them with our ratings on Talos, currently rated 'B' with a stable outlook." Separately, S&P Global Ratings assigned a new M&G modifier assessment of moderately negative to Quarternorth. S&P said, "The action follows the revision to our criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass broad oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. Our assessment of moderately negative points to certain management and governance weaknesses that weigh down creditworthiness, including financial sponsor ownership." RAOCORE TECHNOLOGY: Taps Burns Law Firm as Bankruptcy Counsel ------------------------------------------------------------- Raocore Technology, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ The Burns Law Firm, LLC as its counsel. The firm's services include: (a) providing the Debtor with legal advice concerning its powers and duties and assisting from a bankruptcy necessity any ancillary litigation ongoing with the Debtor; (b) preparing legal papers; (c) filing and prosecuting adversary proceedings against parties adverse to the Debtor or its estate; (d) preparing a disclosure statement or plan of reorganization; and (e) performing Chapter 11 services for the Debtor and the estate; and (f) providing other necessary legal services. The firm will be paid at these rates: Partners $595 per hour Associates $455 per hour Paralegals $295 per hour The firm received an initial retainer of $15,000. In addition, the firm will receive reimbursement for its out-of-pocket expenses. John Burns, Esq., a partner at The Burns Law Firm, 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 at: John D. Burns, Esq. THE BURNS LAW FIRM, LLC 6303 Ivy Lane, Suite 102 Greenbelt, MD 20770 Tel: (301) 441-8780 Email: info@burnsbankruptcyfirm.com About Raocore Technology Raocore Technology, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-12080) on December 20, 2023. At the time of the filing, the Debtor reported $100,001 to $500,000 in both assets and liabilities. RAPID7 INC: First Trust, 2 Others Report 5.88% Equity Stake ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, First Trust Portfolios L.P. and affiliated entities, First Trust Advisors L.P., and The Charger Corporation, disclosed that as of December 31, 2023, they beneficially owned 3,612,746 shares, representing 5.88% of Rapid7, Inc.'s common stock. A full-text copy of the report is available at: https://www.sec.gov/Archives/edgar/data/1184765/000144554624000152/sc13g_3.txt About Rapid7 Inc. Headquartered in Boston, Massachusetts, Rapid7, Inc. provides security data and analytic software solutions. Rapid7 reported a net loss of $124.72 million in 2022, a net loss of $146.33 million in 2021, a net loss of $98.85 million in 2020, a net loss of $53.84 million in 2019, and a net loss of $55.54 million in 2018. Rapid7 incurred a net loss of $169.31 million net loss in the nine months ended Sept. 30, 2023. As of Sept. 30, 2023, the Company had $1.40 billion in total assets, $1.56 billion in total liabilities, and a total stockholders’ deficit of $161.64 million. Egan-Jones Ratings Company on October 10, 2023, maintained its ‘CC’ foreign currency and local currency senior unsecured ratings on debt issued by Rapid7, Inc. RED EFT: Files Emergency Bid to Use Cash Collateral --------------------------------------------------- RED EFT LLC asks the U.S. Bankruptcy Court for the Northern District of New York for authority to use cash collateral and provide adequate protection, through January 31, 2024. The Debtor requires cash collateral to pay ordinary course operating expenses as well as administrative expenses incurred in the Chapter 11 Cases. The Pre-Petition Secured Creditor who has a purported interest in the cash collateral is the U.S. Small Business Administration. In order to adequately protect the interest of the SBA in the cash collateral, the Debtor proposes to provide the forms of adequate protection: 1. The Debtor proposes ongoing payments to SBA at the rate of $250 per month constituting adequate protection payments, to commence in January, 2024. The Debtor submits that the adequate protection payment is sufficient under the circumstances given SBA's relatively small secured position in the Debtor's assets. At the time of filing, SBA's interest in Debtor's collateral is approximately $12,000. The Debtor will seek to bifurcate SBA's claim in its plan of reorganization, proposing to pay the SBA it's secured portion at contractual interest (3.75%) of a 5-year plan. The remainder of SBA's debt will be treated as general unsecured. At contractual interest, a $12,000 secured claim over a 60-month payment would equate to a $219.65/month payment. A copy of the motion is available at https://urlcurt.com/u?l=CZRCHO from PacerMonitor.com. About RED EFT LLC RED EFT LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-10037-1) on January 15, 2024. In the petition signed by Joshua I Mills, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Michael Boyle, Esq., at Boyle Legal LLC, represents the Debtor as legal counsel. RED RIVER: Seeks to Hire Dakota Bankruptcy Firm as Counsel ---------------------------------------------------------- Red River Subs, Inc. seeks approval from the U.S. Bankruptcy Court for the District of North Dakota to hire The Dakota Bankruptcy Firm as its legal counsel. The Debtor requires legal counsel to: (a) prepare and file all necessary pleadings, motions and other court papers; (b) negotiate with creditors and other interested parties; (c) represent the Debtor in any adversary proceedings, contested matters, and other proceedings before this honorable court; (d) prepare a Chapter 11 plan of reorganization; and (e) tend to such other and further matters as are necessary and appropriate in the prism of this case. The hourly rates of the firm's counsel and staff are as follows: Attorney $400 Paralegal $100 Maurice VerStandig, Esq., an attorney at The Dakota Bankruptcy Firm, 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: Maurice B. VerStandig, Esq. THE DAKOTA BANKRUPTCY FIRM 1630 1st Avenue N, Suite B PMB 24 Fargo, ND 58102 Telephone: (701) 394-3215 Email: mac@dakotabankruptcy.com About Red River Subs, Inc. Red River Subs, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.D. Case No. 24-30010) on Jan 13, 2024. At the time of filing, the Debtor estimated $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Maurice VerStandig, Esq. at The Dakota Bankruptcy Firm represents the Debtor as counsel. RH INDUSTRIES: John Caraway Named Subchapter V Trustee ------------------------------------------------------ The U.S. Bankruptcy Administrator for the Northern District of Alabama appointed John Caraway, Jr. as Subchapter V trustee for RH Industries, LLC. The Subchapter V trustee can be reached at: John M. Caraway, Jr. 2107 5th Avenue North, Ste. 301 Birmingham, AL 35203 Telephone No. (205) 214-7942 Email: johncarawayecf@outlook.com About RH Industries RH Industries, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-00072) on Jan. 9, 2024, with $100,001 to $500,000 in both assets and liabilities. Judge D. Sims Crawford oversees the case. C. Taylor Crockett, Esq., represents the Debtor as legal counsel. RISING TIDE: S&P Retains 'CCC+' ICR on New M&G Modifier Assessment ------------------------------------------------------------------ S&P Global Ratings retained its ratings on Rising Tide Holdings Inc., including its 'CCC+' issuer credit rating, following the assignment of the new management and governance (M&G) assessment. S&P Global Ratings assigned a new M&G modifier assessment of negative to Rising Tide. S&P said, "The action follows the revision to our criteria for evaluating the credit risks presented by an entity's M&G framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis." S&P said, "Our M&G assessment of negative reflects material deficiencies in the M&G that clearly increase credit risk for Rising Tide. We hold this view because of high management turnover, our uncertainty concerning the sustainability of operating performance amid poor execution, and the two balance sheet restructurings that occurred in less than a year. Our opinion also partially considers the continued ownership of Rising Tide by private-equity and similar owners." All other ratings on Rising Tide remain unchanged. The negative outlook reflects the risk of a downgrade if sales trends and profitability fail to stabilize, straining cash generation and pressuring credit metrics, which could lead to a default within the next 12 months. S&P could lower its rating on Rising Tide if S&P envisions a specific default scenario within the next 12 months. This could occur if: -- Sales declines persist; -- Profitability remains in the low-single-digit percent area; and -- Persistent negative free operating cash flow and very weak S&P Global Ratings-adjusted leverage. S&P could raise its rating on Rising Tide if its operating performance improves meaningfully via sustained sales growth and profitability. An upgrade would be predicated on: -- Positive same-store sales and operating margin approaching long-term average, leading to a rebound in EBITDA; and -- Meaningful improvement in free cash flow generation that can support the current capital structure. This scenario would likely coincide with S&P Global Ratings-adjusted leverage approaching 6x and interest coverage of 1x or more on a sustained basis. RITE AID: Seeks Court Nod to Hire PwC US Business Advisory ---------------------------------------------------------- Rite Aid Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to employ PwC US Business Advisory, LLP. PwC US Business Advisory will perform accounting, valuation and tax advisory services for the Debtors. The hourly rates of the firm's professionals are as follows: Partner $1,221 Managing Director $1,155 Director $1,044 Senior Manager $925 Manager $811 Senior Associate $667 Staff Associate $522 Administrative $155 In addition, the firm will seek reimbursement for expenses incurred. Rajeeb Das, a partner at PwC US Business Advisory, disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Rajeeb K. Das PwC US Business Advisory, LLP 545 NW 26th Street, Suite 800 Miami, FL 33127 Telephone: (305) 375 7400 About Rite Aid Rite Aid -- http://www.riteaid.com-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. The company employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. Rite Aid and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by its chief executive officer and chief restructuring officer, Jeffrey S. Stein, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Cole Schotz, P.C. as local bankruptcy counsel; Guggenheim Partners as investment banker; Alvarez & Marsal North America, LLC as financial, tax and restructuring advisor; and PwC US Business Advisory LLP as accounting advisory services provider, valuation advisory services provider, and tax advisory services provider. Kroll Restructuring Administration is the claims and noticing agent. Kramer Levin Naftalis & Frankel, LLP and Kelley Drye & Warren, LLP serve as counsel to the official committee of unsecured creditors. serves as co-counsel to the Committee. The tort claimants committee is represented by Akin Gump Strauss Hauer & Feld, LLP as lead counsel and Sherman, Silverstein, Kohl, Rose & Podolsky, P.A as local counsel. The Dann Law Firm, P.C.; Martzell, Bickford & Centola; Creadore Law Firm PC; and Thompson Barney advise an ad hoc committee comprised of parents and guardians advocating on behalf of children born with Neonatal Abstinence Syndrome, and who assert general unsecured claims on account of the children's fetal opioid exposure. DLA Piper, LLP (US) serves as counsel to Medimpact Healthcare Systems, Inc., the buyer of the Elixir pharmacy benefits management business. Greenberg Traurig, LLP and Choate Hall & Stewart, LLP serve as counsel to Bank of America, N.A., the administrative agent for the pre-bankruptcy first lien lenders and the debtor-in-possession lenders. Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Fox Rothschild, LLP represent the ad hoc group of secured noteholders. FTI Consulting and Evercore serve as financial advisors to the bondholders. RODA EXPRESS: Catherine Stone Curtis Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 7 appointed Catherine Stone Curtis as Subchapter V trustee for Roda Express Logistics, L.L.C. Ms. Curtis will be paid an hourly fee of $425 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Curtis declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Catherine Curtis P.O. Box 720788 McAllen, TX 78504 Phone: (956) 489-5958 Email: ccurtis@mcginnislaw.com About RODA Express Logistics RODA Express Logistics, LLC is a licensed trucking company running freight hauling business from Laredo, Texas. RODA Express Logistics filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-50069) on Oct. 10, 2022, with between $1 million and $10 million in both assets and liabilities. Judge David R. Jones oversees the case. The Debtor is represented by Carl Michael Barto, Esq., at the Law Office of Carl M. Barto. SAL ATX: Updates NIA ATX Claim Pay Details; Files Amended Plan -------------------------------------------------------------- SAL ATX, LLC submitted an Amended Plan of Reorganization dated January 15, 2023. This Plan is intended to treat and resolve all Claims against the Debtor and/or property of the Debtor of whatever character, whether contingent or liquidated, or whether allowed by the Bankruptcy Court. Only Allowed Claims will be entitled to a distribution under the Plan. The Plan is designed to ensure that Claimants shall receive at least as much pursuant to this Plan as they would receive in a liquidation pursuant to chapter 7 of the Bankruptcy Code. Class 2 shall consist of Allowed Priority Claims. Class 2 shall receive payment of its Allowed Claim on the later of the date the claim becomes an Allowed Claim or 90 days after the Effective Date. Class 2 is impaired. Class 3 consists of the Secured Claim of Travis County. Class 3 shall retain its liens. Class 3 shall receive payment of the amount of its Allowed Claim, including post-petition interest at the statutory rate of 1% per month 90 days after the Effective Date. Class 3 is impaired. Class 4 consists of the Secured Claim of Magnolia BridgeCo, LLC. Class 4 shall receive payment of its Allowed Claim as of the Effective Date in 41 equal monthly installments calculated based upon a Market Rate of Interest and a thirty-year amortization with the remaining balance of the Allowed Claim being fully due and payable 42 months after the Effective Date; provided, however, that the balance of the Allowed Claim shall become fully due and payable upon the closing of a sale of the Debtor's real property. Class 5 consists of the Claim of NIA ATX, LLC. Class 5 shall not retain its liens. The lien of NIA ATX, LLC shall be avoided and released. The pre-petition claim of NIA ATX, LLC shall be converted into equity on the Effective Date. In addition, the Debtor shall execute the Post-Petition Draw Note and NIA ATX, LLC shall advance funds to the Debtor as provided therein. Class 5 is impaired. Like in the prior iteration of the Plan, Class 6 Unsecured Creditors shall receive payment of their Allowed Claims 90 days after the Effective Date or on the date on which the claim becomes an Allowed Claim whichever is later. Implementation of the Plan. * NIA ATX, LLC shall advance up to $1,750,000.00 to the Debtor pursuant to the terms of the NIA ATX Draw Note. * The NIA ATX Draw Note shall bear interest at the rate of 10% per annum. * The NIA ATX Draw Note shall be secured by a junior lien upon the real property owned by the Debtor. * The maturity of the NIA ATX Draw Note shall be the earlier of 42 months after the Effective Date or the date upon which the Debtor's real property shall be sold. * Each month, NIA ATX, LLC shall advance an amount equal to the estimated Plan Payments, Operating Expenses and Development Costs to the Debtor. Plan Payments shall mean the payments coming due under Classes 1-3 and 5 under the Plan. Operating Expenses shall mean the costs for insurance, utilities, management fees and post-confirmation ad valorem taxes and other similar expenses. Development Costs shall mean the costs attributable to razing the structure upon the Debtor's real property and constructing a new luxury three-story building. A full-text copy of the Amended Plan dated January 15, 2024 is available at https://urlcurt.com/u?l=nvWq72 from PacerMonitor.com at no charge. Attorneys for Debtor: Stephen Sather, Esq. BARRON & NEWBURGER, PC 7320 N. MoPac Expy, Suite 400 Austin, TX 78731 Tel: (512) 476-9103 Fax: (512) 279-0310 Email: gsiemankowski@bn-lawyers.com About SAL ATX SAL ATX is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). SAL ATX LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10736) on Sep. 5, 2023. The petition was signed by Drew Dennet as manager. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Shad Robinson presides over the case. James Q. Pope, Esq. at THE POPE LAW FIRM, serves as the Debtor's counsel. SAND RIDGE: Taps B. Riley as Real Estate Broker and Consultant -------------------------------------------------------------- Sand Ridge Development Assn., Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ B. Riley Real Estate, LLC as its real estate advisor and B. Riley Wholesale & Industrial Solutions, LLC as its liquidation consultant. The firm will market and sell the Debtor's sand and rock mining company and all associated inventory and equipment. B. Riley will earn a commission on the closed sale transaction proceeds of 8 percent. As disclosed in the court filings, B. Riley does not represent any interest adverse to the Debtors or the estates in the matters upon which they are to be engaged for the Debtors. The firms can be reached through: Michael Jerbich B. Riley Real Estate, LLC 150 North Riverside Plaza, Suite 2800 Chicago, IL 60606 Phone: (312) 894-7621 Email: mjerbich@brileyfin.com - and - Tim Shilling B. Riley Wholesale & Industrial Solutions, LLC 30870 Russell Ranch Road, Suite 250 Westlake Village, CA 91362 Phone: (617) 951-6904 Email: tshilling@brileyfin.com About Sand Ridge Development Assn., Inc., Sand Ridge Development Assn., Inc. in Rich Square, NC, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 23-02678) on September 14, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Alton Williams, Jr. as president, signed the petition. Judge David M. Warren oversees the case. STEVENS MARTIN VAUGHN & TADYCH, PLLC serve as the Debtor's legal counsel. SANUWAVE HEALTH: Manchester, 4 Others Report Equity Stake --------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, the following entities reported beneficial ownership of shares of common stock of Sanuwave Health, Inc. as of Jan. 12, 2024: Shares Percent Beneficially of Reporting Person Owned Class Manchester Management PR, LLC 366,879,125 28.88% Manchester Explorer, L.P. 332,879,125 26.62% Manchester Management Company, LLC 366,879,125 28.88% James E. Besser 369,129,125 29.05% Morgan C. Frank 354,186,625 28.04% A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1169253/000091957424000366/d10936210_13d-a.htm About SANUWAVE Health Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc. (OTCQB:SNWV) -- http://www.SANUWAVE.com-- is an ultrasound and shock wave technology company using patented systems of noninvasive, high-energy, acoustic shock waves or low intensity and non-contact ultrasound for regenerative medicine and other applications. The Company's focus is regenerative medicine utilizing noninvasive, acoustic shock waves or ultrasound to produce a biological response resulting in the body healing itself through the repair and regeneration of tissue, musculoskeletal, and vascular structures. The Company's two primary systems are UltraMIST and PACE. UltraMIST and PACE are the only two Food and Drug Administration (FDA) approved directed energy systems for wound healing. SANUWAVE reported a net loss of $10.29 million for the year ended Dec. 31, 2022, compared to a net loss of $27.26 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $20.34 million in total assets, $86.30 million in total liabilities, and a total stockholders' deficit of $65.95 million. In its Quarterly Report for the three months ended Sept. 30, 2023, SANUWAVE expressed substantial doubt as to its ability to continue as a going concern. SANUWAVE said the recurring losses from operations, the events of default on the Company's notes payable, and dependency upon future issuances of equity or other financing to fund ongoing operations have raised substantial doubt as to its ability to continue as a going concern for a period of at least 12 months from the filing of the Form 10-Q. SEMILEDS CORP: Trung T. Doan Has 9.94% Stake as of Jan. 5 --------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Trung T. Doan disclosed that as of Jan. 5, 2024, he beneficially owned 646,078 shares of common stock of Semileds Corporation, representing 9.94 percent of the Shares outstanding based on the sum of (i) 4,969,032 shares of Common Stock outstanding as of Jan. 4, 2024 reported on the most recently filed periodic report on Form 10-Q of the Issuer for the quarter ended Nov. 30, 2023; plus (ii) 178,106 shares received by the Reporting Person upon conversion of that certain convertible unsecured promissory note and (iii) 1,355,365 shares issued to another stockholder of the Issuer concurrently with the issuance to the Reporting Person. On Dec. 10, 2019, the Issuer issued the Note to the Reporting Person with a principal sum of $500,000.00 and an annual interest rate of 3.5%. The outstanding principal and unpaid accrued interest of the Note may be converted into the Issuer's Common Shares based on a conversion price of $3.00 per share, at the option of the Reporting Person any time from the date of the Note. The Reporting Person purchased the Note using personal funds. On May 26, 2020, the Reporting Person converted $300,000 of the Note into 100,000 shares of Common Stock. On Jan. 5, 2024, the Reporting Person converted the total principal and interest on the Note ($233,319) to 178,106 shares of Common Stock of the Issuer at a price of $1.31 per share. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1333822/000095017024004401/leds-sc_13damend.htm About SemiLEDs Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs -- http://www.semileds.com-- develops and manufactures LED chips and LED components for general lighting applications, including street lights and commercial, industrial, system and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs reported a net loss of $2.69 million for the year ended Aug. 31, 2023, compared to a net loss of $2.73 million for the year ended Aug. 31, 2022. Diamond Bar, California-based KCCW Accountancy Corp., the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 27, 2023, citing that the Company incurred recurring losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. SKILLZ INC: S&P Retains 'CCC+' ICR on New M&G Modifier Assessment ----------------------------------------------------------------- S&P Global Ratings retained its ratings on Las Vegas-based Skillz Inc., including its 'CCC+' issuer credit rating, following the assignment of the new management and governance (M&G) assessment. S&P said, "S&P Global Ratings assigned a new M&G modifier assessment of negative to Skillz following the revision to our criteria for evaluating the credit risks. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. "Our negative M&G modifier reflects material deficiencies that clearly increase credit risk for Skillz. The company's founder and CEO, Andrew Paradise, controls 82% of its voting power and could choose to favor his interests above those of the other stakeholders. Combined with significant managerial churn in 2023, this underpins our revised M&G assessment." All other ratings on Skillz are unchanged. S&P said, "The negative outlook on Skillz reflects uncertainty around its ability to turn substantially negative cash flow positive over the next three years given ongoing challenges in reducing its operations and its unproven business model. "We could lower the rating if we envision a specific default scenario over the next 12 months. A conventional default is unlikely due to the company's substantial cash balance, but we could lower the rating if it: "Continues to burn cash at a high annual rate and we believe a conventional default is likely, because user acquisition costs remain elevated and users churn faster than expected due to changes in the company's engagement marketing strategy. This scenario assumes Skillz cannot raise additional capital; or Seeks to restructure its debt obligations." While unlikely over the next 12 months, S&P could raise its ratings if: -- Revenues increase substantially above the high-double-digit percentage area; -- The company demonstrates consistent profitability with a track record of meeting its annual guidance; and -- Cash generation turns positive. SONAVATION INC: Court Approves Disclosure Statement --------------------------------------------------- Judge Erik P. Kimball has entered an order approving the Disclosure Statement of Sonavation, Inc. The Court will conduct the Plan confirmation hearing and consider approval of timely-filed fee applications on Apr. 24, 2024 at 2:00 P.M. in Flagler Waterview Building, 1515 North Flagler Drive, 8th Fl., Courtroom B, West Palm Beach, FL 33401. The following deadlines apply with respect to the confirmation hearing and hearing on fee applications: * Deadline for Serving this Order, Disclosure Statement, Plan, and Ballots (45 days before the confirmation hearing) will be on Mar. 8, 2024. * Deadline for Objections to Claims (40 days before the confirmation hearing) will be on Mar. 15, 2024. * Deadline for Filing and Serving Fee Applications (24 days before the confirmation hearing) will be on Mar. 29, 2024. * Deadline for Filing and Serving Notice Summarizing All Fee Applications (21 days before the confirmation hearing) will be on Apr. 3, 2024. * Deadline for Filing Ballots Accepting or Rejecting Plan (14 days before the confirmation hearing) will be on Apr. 10, 2024. * Deadline for Filing Objections to Confirmation (14 days before the confirmation hearing) will be on Apr. 10, 2024. * Deadline to File Motions Under Fed. R. Civ. P. 43(a) (7 days before the confirmation hearing) will be on Apr. 17, 2024. * Deadline for Filing Proponent's Report and Confirmation Affidavit (3 business days before the confirmation hearing) will be on Apr. 19, 2024. * Deadline for Filing Local Form 71 "Individual Debtor Certificate for Confirmation Regarding Payment of Domestic Support Obligations and Filing of Required Tax Returns" (individual cases only) (3 business days before the confirmation hearing) will be on Apr. 19, 2024. About Sonavation Inc. Sonavation Inc. manufactures computer and peripheral equipment in North Palm Beach, Fla. Sonavation sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13960) on May 22, 2023. In the petition signed by its chief executive officer, Lisa Rhoads, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Erik P. Kimball oversees the case. The Debtor tapped Paul N. Mascia, Esq., at Nardella & Nardella, PLLC as legal counsel and Ashcraft Business Advisors as accountant. SONOMA PHARMACEUTICALS: Unveils January 2024 Investor Presentation ------------------------------------------------------------------ Sonoma Pharmaceuticals, Inc. has unveiled its latest investor presentation for January 2024, highlighting various crucial aspects, including its Investment Highlights, Recent Business Developments, Key Financial Metrics, and Revenue Metrics. A copy of the presentation is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1367083/000168316824000168/sonoma_8k.htm About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. (NASDAQ: SNOA) -- http://www.sonomapharma.com-- is a global healthcare company developing and producing stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, eye care, oral care, dermatological conditions, podiatry, animal health care and non-toxic disinfectants. The Company's products reduce infections, itch, pain, scarring, and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral, and anti-inflammatory properties. The Company's stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate the skin, and oxygenates the cells in the area treated, assisting the body in its natural healing process. The Company sells its products either directly or via partners in 55 countries worldwide. Sonoma Pharmaceuticals reported a net loss of $5.15 million for the year ended March 31, 2023, compared to a net loss of $5.08 million for the year ended March 31, 2022. As of March 31, 2023, the Company had $16.23 million in total assets, $8.25 million in total liabilities, and $7.98 million in total stockholders' equity. Atlanta, Georgia-based Frazier & Deeter, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated June 21, 2023, citing that the Company has incurred significant losses and negative operating cash flows and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about its ability to continue as a going concern. SPORTS INTERIORS: William Avellone Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 11 appointed William Avellone of Chartered Management as Subchapter V trustee for Sports Interiors, Inc. Mr. Avellone will be paid an hourly fee of $375 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Avellone declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: William B. Avellone Chartered Management 10 South Riverside Plaza, Suite 875 Chicago, IL 60606 Tel: (312) 273-4004 Email: bill.avellone@charteredmgt.com About Sports Interiors Sports Interiors, Inc. sells and installs its liner system and metal halide lighting system for indoor tennis facilities. The company is based in Gurnee, Ill. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-00297) on Jan. 9, 2024, with up to $1 million in assets and up to $10 million in liabilities. Robert VanDixhorn, president, signed the petition. Judge Deborah L Thorne oversees the case. David K. Welch, Esq., at Burke, Warren, Macky & Serritella, P.C., represents the Debtor as legal counsel. SUPOR PROPERTIES: Seeks to Tap Forman Holt as Bankruptcy Counsel ---------------------------------------------------------------- Supor Properties Bergen Avenue, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Formanlaw LLC, doing business as Forman Holt. The Debtor requires legal counsel to: (a) give advice regarding compliance with the United States Trustee's guidelines for Chapter 11 cases; (b) interact with the Chapter 11 trustee and her professionals in the Debtor's Chapter 11 case; (c) advise the Debtor and negotiate with the Debtor's creditors regarding preparing and obtaining approval of a plan of reorganization. (d) prepare all necessary legal papers; (e) appear before the bankruptcy court and other courts, if necessary; (f) negotiate and prepare documents relating to the disposition of the Debtor's assets where appropriate; (g) perform such other legal services for the Debtor as may be necessary and appropriate; and (h) provide general guidance to the Debtor in connection with the Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Charles M. Forman, Attorney $800 Erin J. Kennedy, Attorney $650 Michael E. Holt, Attorney $650 Jordan DeFlora, Attorney $550 Kimberly J. Salomon, Attorney $475 Paraprofessionals and Legal Assistants $275 - $300 On Jan. 8, Forman Holt was paid a retainer of $25,000 by Joseph Supor III, a member of the Debtor. Mr. Holt 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: Michael E. Holt, Esq. Forman Holt 365 West Passaic Street, Suite 400 Rochelle Park, NJ 07662 Telephone: (201) 845-1000 Email: mholt@formanlaw.com About Supor Properties Supor Properties Bergen Avenue, LLC is in the business of a multifaceted, unique technical industrial support facility provider in addition to its real estate, landlord business. The Debtor filed Chapter 11 petition (Bankr. D.N.J. Case No. 23-15758) on July 5, 2023, with up to $50,000 in assets and up to $50 million in liabilities. Joseph Supor III, authorized member and co-trustee of Marital Trust, signed the petition. The Debtor tapped Michael E. Holt, Esq., at Forman Holt as legal counsel. TALLGRASS ENERGY: S&P Rates New $700MMSenior Unsecured Notes 'BB-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to Tallgrass Energy Partners L.P.'s proposed $700 million senior unsecured notes. The '2' recovery rating indicates its expectation of substantial (70%-90%; rounded estimate: 85%) recovery in the event of a default. Tallgrass Energy Partners intends to use the net proceeds of the transaction to fund the purchase of 2025 Notes in the Tender Offer, to deposit funds with the trustee sufficient to satisfy and discharge the indenture and any 2025 Notes outstanding after completion of the Tender Offer until redeemed on October 1, 2024 with the funds deposited with the trustee, and to repay a portion of the outstanding balance of its revolving credit facility, with any excess to be used for general partnership purposes. The issuer credit rating on Tallgrass is 'B+' with a negative outlook. S&P rates the company at the same level as its ultimate parent, Prairie Acquiror L.P. TALOS ENERGY: S&P Affirms 'B' Rating on Quarternorth Acquisition ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Houston-based offshore exploration and production (E&P) Talos Energy Inc. At the same time, S&P affirmed the 'BB-' issue-level rating on the company's second-lien notes. The recovery rating remains '1', reflecting its expectation of substantial (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. S&P said, "The stable outlook reflects our expectation that Talos will generate significant positive free operating cash flow (FOCF) over the next two years, with debt reduction as the primary use. We forecast financial metrics averaging close to 60% funds from operations (FFO) to debt with debt to EBITDA below 1.5x. "Separately, we assigned a new management and governance (M&G) assessment of neutral to Talos. This follows the Jan. 7 publication of S&P Global Ratings' revised criteria for evaluating the credit risks presented by an entity's M&G framework." Talos' scale will improve with its acquisition of Quarternorth. The acquisition of the deepwater-focused E&P operator will increase Talos' production by approximately 30,000 barrels of oil equivalent per day (boe/d) to about 100,000 boe/d (75% oil). S&P anticipates proved reserves will increase by 69 million boe to 228 million boe, 81% of which is proved developed and 85% attributed to deepwater. The transaction will increase the company's deepwater focus and further solidify its standing as the largest pure-play E&P operator in the Gulf of Mexico. Despite the growth in scale, Talos' proved reserves and relatively low proved developed reserve life of roughly 5.3 years will continue to lag higher-rated peers. S&P anticipates the company will maintain strong financial metrics and adequate liquidity. S&P said, "We forecast FFO to debt will average close to 60% and debt to EBITDA will remain below 1.5x over the next two years. Our debt figures include $100 million-$200 million of incremental asset retirement obligations from Quarternorth. We anticipate a substantial decline in capital spending in 2024 to $650 million-$700 million (including Quarternorth), from approximately $850 million (Talos stand-alone) in 2023, due to reduced activity levels. We expect capex to increase to $1.0 billion-$1.1 billion in 2025, as the company incorporates development of Quarternorth's Katmai field. We also expect significant free cash flow generation over the next 12 months, which we expect will be primarily used for debt reduction." S&P views Talos' increase in scale favorably, but its Gulf of Mexico concentration remains a key risk. In addition to ongoing volatility in commodity prices, Talos will remain highly exposed to increasing regulatory scrutiny and potential operational disruptions from weather-related events in the Gulf of Mexico. S&P also notes the company's heavy decommissioning liabilities and limited scope of the Bureau of Ocean Energy Management's (BOEM) 2024-2029 offshore oil and gas leasing program, even though Talos has historically acquired leases primarily through mergers and acquisitions. Separately, S&P Global Ratings assigned a new M&G modifier assessment of neutral to Talos. S&P said, "The action follows the revision to our criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass broad oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. Our assessment of neutral reflects management and governance practices that are overall neutral for credit risks. "The stable outlook reflects our expectation that Talos will generate significant positive FOCF over the next two years, with debt reduction as the primary use. We forecast financial metrics averaging close to 60% FFO/debt with debt/EBITDA below 1.5x. We anticipate production will increase significantly following the Quarternorth acquisition in 2024. "We could lower our rating if we expected debt to EBITDA to increase above 2.0x and FFO to debt to fall below 45% for a sustained period, or if liquidity deteriorated. This would most likely occur if commodity prices significantly declined below our price deck assumptions and the company did not reduce capital spending, or if the company did not meet our production expectations. "We could raise our rating on Talos if it diversified outside the Gulf of Mexico or if significantly increased its size and scale, while bringing FFO to debt comfortably above 60% and reducing the amounts outstanding on its credit facility." TERLINGO CYCLE: Unsecureds to Get $1K per Month for 36 Months ------------------------------------------------------------- TerlinGO Cycle, LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas a Plan of Reorganization dated January 11, 2024. The Debtor was founded by John Terlingo in 2013, and was the first and original Indoor cycling studio in Dallas, Texas. The Debtor filed this case on October 12, 2023 and has been able to continue operations. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. The Debtor is currently owned 100% by John Terlingo. After confirmation the ownership will remain the same. Mr. Terlingo will receive a salary from the Debtor is $6,000 per month. The Debtor will continue in business. The Debtor's Plan will break the existing claims into 7 categories of Claimants. These claimants will receive cash payments over a period of time beginning on the effective date. Class 6 consists of Allowed Unsecured Creditors. All unsecured creditors shall share pro rata in the unsecured creditors pool. The Class shall also include the balance of the First Secured Claim and the claims of the Small Business Administration. The Debtor shall make monthly payments commencing 30 days after the effective date of $1,000 into the unsecured creditors' pool. The amount represents the Debtor's disposable income. The Debtor shall make 36 payments into the unsecured creditors pool. The Class 6 creditors are impaired. The allowed unsecured claims total $825,000. The current owner will receive no payments under the Plan, however, he will be allowed to retain his ownership in the Debtor. Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Plan of Reorganization dated January 11, 2024 is available at https://urlcurt.com/u?l=2ONH5c from PacerMonitor.com at no charge. Proposed Attorney for the Debtor: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 850 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 Email: eric@ealpc.com About TerlinGO Cycle, LLC TerlinGO Cycle, LLC was founded by John Terlingo in 2013, and was the first and original Indoor cycling studio in Dallas, Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-32337) on Oct. 12, 2023, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Eric A. Liepins, Esq., represents the Debtor as legal counsel. TERRA MANAGEMENT: Unsecureds to Get Share of Net Sale Proceeds -------------------------------------------------------------- Terra Management Group, LLC and Littleton Main Street LLC submit this Disclosure Statement to accompany their Modified Third Amended Joint Plan of Reorganization filed on Jan. 2, 2024. Chapter 11 of the United States Bankruptcy Code is designed to allow for the rehabilitation and reorganization of financially troubled entities or individuals. Chapter 11 allows Debtors to retain their assets during the administration of the Chapter 11 case as debtors-in-possession. Following confirmation of the Third Amended Plan, Chapter 11 allows the Debtors to retain their assets as reorganized debtors or as otherwise provided in the Third Amended Plan, including, as provided herein, a liquidation of assets. If the Third Amended Plan is approved by the Court, the Third Amended Plan is the permanent restructuring of the Debtors' financial obligations. The Third Amended Plan provides for the restructuring of Terra's debt and the sale of the principal asset of Main Street, its low-income housing residential apartment building, under Chapter 11 of the Bankruptcy Code. Pursuant to the Plan, once Main Street's assets have been liquidated, the Debtors shall distribute the net proceeds to creditors in conformity with the Bankruptcy Code. Terra shall restructure its debts and continue operations. To effectuate the Third Amended Plan, the Plan Sponsor will contribute capital to the reorganized Debtors in an amount sufficient enough to cover the payment of administrative expenses in full. Main Street owns real estate located at 5710 South Prince Street in Littleton, Colorado 80120 (the "Property"). At the Property, Main Street owns and leases fifty (50) apartment units to low-income individuals and families. Main Street has no other material assets or business. Indeed, Main Street does not own the entire building in which the apartment units are located. The building was condominiumized prior to the start of construction. The ground floor of the building, used for retail, is owned by a separate entity. Terra is a property management company, organized as a limited liability company. MJT Properties, Inc. is the sole member of Terra. Terra provides property management services pursuant to contracts with 22 projects (20 residential properties and 2 commercial retail properties), serving over 1,600 low-income residents and their families. On an annualized basis, Terra generates roughly $835,000.00 in revenue management fees. The Debtors filed their Third Amended Plan (as modified) with the Court on January 2, 2024. The Third Amended Plan provides for the restructuring of Terra's debt and the sale of the principal asset of Main Street, its low-income housing residential apartment complex, by a third-party representative, under Chapter 11 of the Bankruptcy Code. Pursuant to the Plan, Terra intends to restructure its debts and reorganize its business to continue ongoing operations and continue to provide housing and property management services to low-income residents and their families. A Litigation Trustee will also be appointed to pursue or settle the claim against the Debtors' former trial counsel and will distribute any proceeds received in accordance with the Plan. Terra shall restructure its debts and continue operations. To effectuate the Third Amended Plan, the Plan Sponsor will contribute capital to the reorganized Debtors in an amount sufficient enough to cover the payment of administrative expenses in full. The following are the unsecured claims: Class 4.a consists of General Unsecured Claims against Terra in an amount greater than $500 that does not elect to be treated as a Convenience Claim. The Class 4.a Claims will be treated and paid as follows: (a) The holders of the Allowed Class 4.a Claims will receive their Pro Rata share of Net Sale Proceeds upon the closing of the Sale of the Property in accordance with the waterfall set forth in Section 4.02(d) below and their Pro Rata share of any Net COA Proceeds and Net Litigation Trust Proceeds in accordance with the waterfall set forth in section 4.03 of the Third Amended Plan (subject to the Disputed Claims set forth in section 4.06 of the Third Amended Plan). The foregoing payments will be in full and final satisfaction, compromise, settlement, release, and discharge of the Class 4.a claimant's Allowed Claim (to the extent allowed). (b) For the avoidance of doubt, a Class 4.a claimant will not receive a greater amount under this Plan than the amount of its Allowed Claim. Class 4.a is impaired. Class 4.b consists of General Unsecured Claims against Main Street in an amount greater than $500 that does not elect to be treated as a Convenience Claim. Class 4.b is impaired under the Third Amended Plan. The Class 4.b Claims will be treated and paid as follows: (a) The holders of the Allowed Class 4.b Claims will receive their Pro Rata share of Net Sale Proceeds upon the closing of the Sale of the Property in accordance with the waterfall set forth in section 4.02(d) of the Third Amended Plan and their Pro Rata share of any Net COA Proceeds and Net Litigation Trust Proceeds in accordance with the set forth in section 4.03 of the Third Amended Plan). The foregoing payments will be in full and final satisfaction, compromise, settlement, release, and discharge of the Class 4.b claimant's Allowed Claim (to the extent allowed). (b) For the avoidance of doubt, a Class 4.b claimant will not receive a greater amount under the Third Amended Plan than the amount of its Allowed Claim. Class 4.b is impaired. On the Effective Date of the Third Amended Plan, the Sale Trustee shall be appointed pursuant to 11 U.S.C. s 1142(b) for the purpose of carrying out the Sale under the terms of the Third Amended Plan, including, but not limited to, execution of documents. Upon the entry of an Order confirming the Plan, Main Street's Property and associated Personal Property shall remain property of Main Street's Estate and will be sold and proceeds used to make payments in accordance with the Waterfall Recovery set forth in Sections 4.02(d) and 4.03 of the Third Amended Plan. The Sale Trustee shall conduct the Sale in accordance with the following provisions: a. Broker. The Sale Trustee shall hire a nationally recognized broker. The lead individual at the broker engaged by the Sale Trustee shall have demonstrated experience in Low Income Housing Tax Credit (LIHTC) transactions and a record of closing LIHTC transactions in the Denver market. b. Sale Process. In conjunction with the broker, the Sale Trustee shall establish and promulgate written procedures and deadlines for the Sale, including the following: i. Access to information in a data room and make information related to the Property and the Personal Property available for inspection to qualified buyers who have signed an appropriate non-disclosure agreement, if one is deemed advisable. ii. The Sale Trustee may negotiate and enter into a "stalking horse" purchase and sale agreement with any party the Sales Trustee reasonably deems appropriate (including without limitation Marc Hendricks or any insider), subject to higher and better bids, and provide customary bid protections as part of the agreement. The "stalking horse" purchase and sale agreement shall have no contingencies except Court approval. iii. The "stalking horse" bidder shall receive a breakup fee of up to 2% and expense reimbursement (not to exceed $20,000). iv. The "stalking horse" bidder must provide a deposit in an amount to be approved by the Court in the Confirmation Order and proof of ability to close including financial ability, including proof of cash on hand and lender letters. v. The deadline for all other bidders shall be between 30-60 days after approval of the "stalking horse" bid. Additional bids shall be accompanied by a deposit determined by the Sale Trustee and evidence of financial ability to close, if not previously provided. Additional bids cannot have contingencies except acceptance by the Sale Trustee and Court approval. vi. If adequate bids are received, the Sale Trustee shall conduct, or have an appointed broker conduct, the Sale through an open and transparent process, in which qualified bidders shall submit bids, both initial and amended bids, to the Sale Trustee, or appointed broker. All parties and other qualified bidders will have the right to review all bids, both initial and amended, that are submitted. The Sale Trustee may establish bidding increments and time limitations for conduct of the Sale process and may modify them from time to time, as deemed appropriate, consistent with the process established in the Plan and consistent with an open and transparent Sale process. vii. The Sale Trustee may select a back-up bidder who will remain bound by its bid through the closing date of Sale to the bid selected as highest and best. If the Sale to the buyer designated as having the highest and best bid does not close, the Sale Trustee may close the Sale with the back-up bidder. If a buyer designated by the Sale Trustee as having the highest and best bid does not close, the buyer will not be permitted to participate in the subsequent Sale process. viii. Insiders, including Marc Hendricks and any entities affiliated with him, holders of the Class 6 Equity Interest, and holders of the Class 7 Equity Interest are permitted to bid. c. Sale Free and Clear of Liens. The Sale shall be subject to Court approval and will be free and clear of liens, with liens attaching to proceeds and distributed pursuant to the terms of Sections 4.02(d) and 4.03 of the Third Amended Plan. Upon selection of the highest and best bid, the Sale Trustee shall seek Court approval of the Sale, with the rights of all parties to be heard. d. Distribution of Net Sale Proceeds. All Net Sale Proceeds (less any amount minimum required by the bank where the account is maintained), and subject to provisions for Disputed Claims provided herein, shall be allocated as follows: (i) first, any property tax claims or other claims secured by a lien provided by statute having a higher priority than recorded deeds of trust; (ii) second, to the holder of the Class 1.a Claim; (iii) third, to the holder of the Class 1.b Claim (iv) fourth, to the Post-Petition Lender, but not to exceed the amount actually funded by the Post-Petition Lender under the Post-Petition Loan Documents, and (v) fifth, any remaining Net Sale Proceeds shall be distributed in accordance with the Waterfall Recovery set forth in Section 4.03 of the Third Amended Plan, subject to the provisions for Disputed Claims provided therein. Unless the Court provides for a different priority in the Confirmation Order, all remaining Net Sale Proceeds under Section 4.02(d)(v), Net Sale Proceeds, Net COA Proceeds and Net Litigation Trust Proceeds (less any account minimum required by the bank where the account is maintained), and subject to provisions for Disputed Claims provided herein, shall be allocated and paid to the applicable holders of Claims from time to time in the following priority (the "Waterfall Recovery"), in each case on a Pro Rata basis: (i) first, to the holders of the Class 3, Class 4.a and Class 4.b Claims on a Pro Rata basis; (ii) second, to the extent any Net Sale Proceeds are remaining, fifty percent (50%) of the remaining Net Sale Proceeds shall be paid to the holders of the Class 6 Equity Interest and fifty percent (50%) shall be paid to the holders of the Class 7 Equity Interest. Attorneys for the Debtors: Michael J. Pankow, Esq. Amalia Sax-Bolder, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 675 15th St., Suite 2900 Denver, CO 80202 Tel: (303) 223-1100 Fax: (303) 223-1111 E-mail: mpankow@bhfs.com asax-bolder@bhfs.com A copy of the Disclosure Statement dated Jan. 3, 2024, is available at https://tinyurl.ph/NsoSx from PacerMonitor.com. About Terra Management Group and Littleton Main Street Terra Management Group, LLC is an Englewood, Colo.-based company engaged in activities related to real estate. Terra Management Group and Littleton Main Street, LLC filed their voluntary petitions for Chapter 11 protection (Bankr. D. Colo. Lead Case No. 21-15245) on Oct. 15, 2021. J. Marc Hendricks, president and manager of Terra Management Group, signed the petitions. At the time of the filing, Terra Management Group listed up to $100,000 in assets and up to $50 million in liabilities while Littleton listed as much as $50 million in both assets and liabilities. The Hon. Kimberley H. Tyson is the case judge. The Debtors tapped Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP, as legal counsel, and Haynie & Company as tax accountant. TEXASWATERSERVICES LLC: Hires The Lane Law Firm as Counsel ---------------------------------------------------------- TexasWaterServices, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ The Lane Law Firm, PLLC. The Debtor requires legal counsel to: (a) assist, advise, and represent the Debtor relative to the administration of its Chapter 11 case; (b) assist, advise, and represent the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with the representatives of the secured creditors; (d) assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before the bankruptcy court, the appellate courts, and other courts in which matters may be heard; and (g) perform all other necessary legal services in this case. The hourly rates of the firm's counsel and staff are as follows: Robert C. Lane, Partner $595 Joshua Gordon $550 Associate Attorneys $425 - $500 Paralegals/Legal Assistants $150 - $250 The firm received payments for its retainer in the amount of $32,500 on multiple dates from Aug. 1 to Sept. 15, 2023. The total amount of the retainer is $42,500 for financial advice and representation of the Debtor and expenses. Mr. Lane 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: Robert C. Lane, Esq. Joshua D. Gordon, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About TexasWaterServices LLC TexasWaterServices, LLC, a plumbing services provider, filed Chapter 11 petition (Bankr. W.D. Texas Case No. 24-10020) on Jan. 8, 2024, with up to $1 million in both assets and liabilities. Dwayne Justice, managing member, signed the petition. The Debtor tapped Robert C. Lane, Esq., at The Lane Law Firm as bankruptcy counsel and Built for the Trades, LLC as business consultant. TEXASWATERSERVICES LLC: Taps Built for the Trades as Consultant --------------------------------------------------------------- TexasWaterServices, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Built for the Trades, LLC as business consultant. The firm will render these services: (a) assist with establishing and maintaining an appropriate management/leadership structure; and (b) assist in establishing appropriate targets, increasing efficiency and problem solving day to day business challenges that the Debtor encounters. The firm will be paid at a rate of $2,500 per month for its services. Dan Dowdy, managing member at Built for the Trades, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dan Dowdy Built for the Trades LLC 505 E 3rd St. Lampasas, TX 76550 Telephone: (512) 745-5175 About TexasWaterServices LLC TexasWaterServices, LLC, a plumbing services provider, filed Chapter 11 petition (Bankr. W.D. Texas Case No. 24-10020) on Jan. 8, 2024, with up to $1 million in both assets and liabilities. Dwayne Justice, managing member, signed the petition. The Debtor tapped Robert C. Lane, Esq., at The Lane Law Firm as bankruptcy counsel and Built for the Trades, LLC as business consultant. TMK HAWK: S&P Downgrades ICR to 'SD' on Capital Restructuring ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating to 'SD' (selective default) from 'CC' on TMK Hawk Parent Corp. S&P said, "We lowered our issue-level rating on its tranche B term loan to 'D' from 'CC' and our rating on its second-lien term loan to 'D' from 'C'. Our rating on its tranche A term loan remains 'CCC' because the loan was redeemed at par." The downgrade follows TMK's announcement of a comprehensive capital restructuring. The transaction raised approximately $350 million in new common equity from existing and new investors that was used to partially repay the company's debt obligations. The proceeds will be applied to redeem the outstanding balance of the tranche A first-out term loan and to lower borrowings under the asset-based lending facility. In addition, as part of the transaction, the tranche B second-out term loan was exchanged for new debt, a combination of new debt and equity, or equity at a value substantially below the original principal amount. The remaining tranche C term loan and second-lien lenders received only equity, also at a value below the original principal. S&P said, "In the following week, we will upgrade our issuer credit rating, depending on a review of the final level of leverage and the maturity profile of the remaining debt, and our expected view of the company's performance. We will also assign ratings to the company's new debt and withdraw our ratings on the debt the company has restructured." The transaction has substantially deleveraged TMK's balance sheet. The transaction has reduced outstanding debt to approximately $400 million from almost $1.3 billion. The transaction is a distressed exchange, in S&P's view, and addresses the company's entire capital structure. The meaningful debt reduction has improved TMK's credit quality and strengthened the balance sheet. S&P Global Ratings assigned a new M&G modifier assessment of moderately negative to TMK. S&P said, "Our M&G assessment considers the management and governance framework of the company. We typically assign a M&G modifier of moderately negative when a company's ownership structure includes ownership of more than 40% by a financial sponsor. Accordingly, our M&G assessment of moderately negative reflects the company's ownership by a financial sponsor. The action follows the revision to our criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis." TYP MANAGEMENT: Unsecureds' Recovery Lowered to 6.65% in Plan ------------------------------------------------------------- TYP Management Inc., submitted a First Amended Subchapter V Plan of Reorganization dated January 15, 2024. The purpose of this First Amended Plan is to amend the Plan treatment for Class 1 and Class 4. This Plan deals with all property of the Debtor and provides for treatment of all Claims against the Debtor and its property. Class 1 shall be the Secured Claim of North Mill Equipment Finance LLC ("NMEF") regarding a title lien on a 2019 Peterbilt Model 579 truck VIN #-4250. Under the Plan, NMEF's Class 1 Claim shall be bifurcated into an Allowed Class 1 Secured Claim in the amount of $44,625.00 and an Allowed Class 4 General Unsecured Claim in the amount of $99,186.70 and paid accordingly. The Debtor shall surrender the 2019 Peterbilt to NMEF in full satisfaction of its Allowed Class 1 Secured Claim. Class 1 is Impaired by the Plan and NMEF is entitled to cast a Ballot. Class 4 shall consist of General Unsecured Claims. Debtor believes but does not warrant that all known General Unsecured Claims in the aggregate amount of approximately $239,204.02. If the Plan is confirmed under section 1191(a) of the Bankruptcy Code, Debtor shall pay to the General Unsecured Creditors holding Allowed Claims, in full satisfaction of their respective Allowed Unsecured Claims, a pro rata share of $1,000.00 per month, commencing on the 1st Business Day of the 1st month immediately following the effective date, and continuing on the 1st Business of each month thereafter until the 36th month after the effective date in full satisfaction of the Allowed Class 4 General Unsecured Claims. The Class 4 creditors holding Allowed Claims shall refrain from enforcing any personal guarantees that they may hold against Young Park provided that the Debtor is not in default of its Plan obligations to the Class 4 creditor as to their Allowed Class 4 Claim; however, if the Debtor is in default and said default goes uncured, then the Class 4 creditor may enforce the personal guarantee against Young Park. The Debtor estimates that if the Plan is confirmed consensually under Section 1191(a), then Class 4 creditors holding Allowed General Unsecured Claims will receive Distributions totaling approximately 6.6446% of their Allowed General Unsecured Claims. Class 4 is impaired by the Plan and creditors holding Allowed Class 4 Claims are entitled to cast a Ballot. If the Plan is confirmed under section 1191(b) of the Bankruptcy Code, Class 4 shall be treated the same as if the Plan was confirmed under section 1191(a) of the Bankruptcy Code. The source of funds for the payments pursuant to the Plan is the future income of the Debtor from its normal business operations. A full-text copy of the First Amended Subchapter V Plan dated January 15, 2024 is available at https://urlcurt.com/u?l=UKRJEa from PacerMonitor.com at no charge. Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 6075 Barfield Road, Suite 213 Sandy Springs, GA 30328 Telephone: (770) 984-2255 Email: paul.marr@marrlegal.com About TYP Management TYP Management Inc. is a trucking company, hauling freight on a national basis. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-20981) on Sept. 1, 2023, with $100,001 to $500,000 in both assets and liabilities. Paul Reece Marr, Esq., at Paul Reece Marr, PC, is the Debtor's legal counsel. VICTORY PROFESSIONAL: Case Summary & Five Unsecured Creditors ------------------------------------------------------------- Debtor: Victory Professional Products, Inc. 5601 Engineer Drive Huntington Beach, CA 92649 Business Description: Victory is a family-owned and operated company that manufactures and sells athletic apparel, made in USA. Chapter 11 Petition Date: January 17, 2024 Court: United States Bankruptcy Court Central District of California Case No.: 24-10111 Debtor's Counsel: Misty Perry Isaacson, Esq. PAGTER AND PERRY ISAACSON 1851 East First Street Suite 700 Santa Ana Ca 92705 Tel: (714) 541-6072 Email: misty@ppilawyers.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Marc V. Spitaleri as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Y7NGGOA/Victory_Professional_Products__cacbke-24-10111__0001.0.pdf?mcid=tGE4TAMA WALL DECOR: Seeks to Hire Derbes Law Firm as Legal Counsel ---------------------------------------------------------- Wall Decor & More, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to hire The Derbes Law Firm, LLC as its counsel. The firm's services include: a. advising the Debtor with respect to its rights, powers and duties as Debtor and Debtor-in-Possession in the continued operation and management of the business and property; b. preparing and pursuing confirmation of a plan of reorganization; c. preparing on behalf of the Debtor all necessary applications, motions, answers, proposed orders, other pleadings, notices, schedules and other documents, and reviewing all financial and other reports to be filed; d. advising the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed by other parties; e. appearing in Court to protect the interests of the Debtor before this Court; f. representing the Debtor in connection with use of cash collateral and/or obtaining post petition financing; g. advising the Debtor concerning and assisting in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; h. investigating the nature and validity of liens asserted against the property of the Debtor, and advising the Debtor concerning the enforceability of said liens; i. investigating and advising the Debtor concerning, and taking such action as may be necessary to collect income and assets in accordance with applicable law, and the recovery of property for the benefit of the Debtor's estate; j. advising and assisting the Debtor in connection with any potential property dispositions; k. advising the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructuring, and recharacterizations; l. assisting the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; m. commencing and conducting litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization; and n. performing all other legal services for the Debtor which may be necessary and proper in this case. The firm will be paid at these rates: Albert J. Derbes, IV, Esq. $475 per hour Mark S. Goldstein, Esq. $495 per hour Wilbur J. “Bill” Babin, Jr., Esq. $495 per hour Patrick S. Garrity, Esq. $475 per hour Beau P. Sagona, Esq. $475 per hour Hugh J. Posner, CPA $250 per hour Frederick L. Bunol, Esq. $375 per hour Bryan J. O’Neill, Esq. $280 per hour Jared S. Scheinuk, Esq. $280 per hour Notary $ 90 per hour Paralegal(s) $ 80 per hour Legal Assistant $ 60 per hour The firm received an initial advance deposit in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick Garrity, Esq., a partner at Derbes Law Firm, L.L.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Patrick S. Garrity, Esq. DERBES LAW FIRM, L.L.C. 3027 Ridgelake Drive Metairie, LA 70002 Telephone: (504) 837-1230 Facsimile: (504) 832-0322 About Wall Decor & More, LLC Wall Decor & More is engaged in the business of marine cargo handling. Wall Decor & More, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 24-10021) on Jan 12, 2024. In the petition signed by Mia M. Townsed as member, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Michael A Crawford presides over the case. Patrick S. Garrity, Esq. at The Derbes Law Firm, LLC represents the Debtor as counsel. WEWORK INC: Brown Rudnick & McCarter Advise Unsecured Noteholders ----------------------------------------------------------------- The law firms Brown Rudnick LLP and McCarter & English, LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of WeWork Inc., et al., the firm represents certain ad hoc group of unsecured noteholders (the "Ad Hoc Group"). On December 18, 2023, the Ad Hoc Group retained Brown Rudnick to represent it in connection with the above-captioned bankruptcy case. On January 16, 2024, the Ad Hoc Group retained McCarter to represent it in connection with the bankruptcy case. Counsel represents only the Ad Hoc Group and does not represent, or purport to represent, any other entity in connection with the Debtors ' Chapter 11 cases. Counsel does not represent the Ad Hoc Group as a "committee" (as such term is employed in the Bankruptcy Code and the Bankruptcy Rules) and does not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest, or entity other than the Ad Hoc Group. Noteholders 7.875% Senior Notes Other Disclosable Interest ----------- ------------------- -------------------------- Antara Capital Master Fund LP $52,842,000 Esopus Creek Value Series $17,736,000 WeWork Inc. Class A Common Fund LP- Series "A" Stock: 300,000 shares HZ Investments LLC $2,487,000 ---------- $73,092,000 Counsel to the Ad Hoc Group: McCARTER & ENGLISH, LLP David J. Adler, Esq. Four Gateway Center 100 Mulberry Street Newark, New Jersey 07102 Telephone: (973) 622-4444 Fax: (973) 624-7070 Email: dadler@mccarter.com BROWN RUDNICK LLP Robert J. Stark, Esq. Bennett S. Silverberg, Esq. Seven Times Square New York, NY 10036 Telephone: (212) 209-4800 Fax: (212) 209-4801 Email: rstark@brownrudnick.com bsilverberg@brownrudnick.com -and- Sharon I. Dwoskin, Esq. Matthew A. Sawyer, Esq. One Financial Center Boston, MA 02111 Telephone: (617) 856-8300 Fax: (617) 856-8201 Email: sdwoskin@brownrudnick.com msawyer@brownrudnick.com About WeWork Inc. New York, NY-based WeWork Inc. is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork Inc. and its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-19865) on Nov. 6, 2023. In its petition, WeWork Inc. reported $19 billion of liabilities and $15 billion of assets. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP, Cole Schotz PC, and Munger, Tolles & Olson LLP as counsel; Alvarez & Marsal North America LLC and Province, LLC as financial advisors; and PJT Partners LP as investment banker. Softbank is represented by Weil Gotshal & Manges LLP and Wollmuth Maher & Deutsch LLP as legal counsel and Houlihan Lokey Capital as financial advisor. The Ad Hoc Group of First Lien and Second Lien Lenders is represented by Davis Polk & Wardwell LLP (Eli Vonnegut, Elliot Moskowitz, Natasha Tsiouris, Jonah Peppiatt) and Greenberg Traurig LLP (Alan Brody) as legal counsel and Ducera Partners LLC as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. WHITEHEAD ESTATES: Ronald Friedman Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Ronald Friedman, Esq., at Rimon, PC as Subchapter V trustee for Whitehead Estates, LLC. Mr. Friedman will be paid an hourly fee of $750 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Friedman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ronald J. Friedman, Esq. Rimon PC 100 Jericho Quadrangle Ste. 300 Jericho, NY 11753 Email: ronald.friedman@rimonlaw.com About Whitehead Estates Whitehead Estates, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40044) on January 4, 2024, with $1,000,001 to $10 million in assets and liabilities. Judge Elizabeth S. Stong oversees the case. WHITESTONE UPTOWN: Taps Hart Advisors as Restructuring Consultant ----------------------------------------------------------------- Whitestone Uptown Tower, LLC a/k/a Pillarstone Capital REIT Operating Partnership seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Hart Advisors Group, LLC as its Loan Restructuring Consultant The consultant will continue its pre-petition work in assisting the Debtor to negotiate a loan restructuring agreement with RSS MSBAM2013-C13 -- TX WUT, LLC, the Debtor's primary secured lender. The consultant will receive $500 per hour with an initial retainer of $3,500. Hart Advisors Group is a disinterested person as that term is defined in section 104(14) of the Bankruptcy Code and does not represent or hold an interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Jackie Dragojevic Hart Advisors Group, LLC 8750 N. Central Expressway, Suite 650 Dallas, TX 75231 Tel: (972) 239-8088 About Whitestone Uptown Tower Whitestone Uptown Tower, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-32832) on December 1, 2023. In the petition signed by Bradford Johnson, authorized representative, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Michelle V Larson oversees the case. Joyce Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC represents the Debtor as legal counsel. WINDSOR TERRACE: No Patient Care Concern, 2nd PCO Report Says ------------------------------------------------------------- Jacob Nathan Rubin, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California his second report regarding the health care facilities operated by Windsor Terrace Healthcare, LLC and its affiliates. The PCO reviewed three visits from the California Department of Public Health in Stockton facility. No deficiencies were issued for the complaints. During the review of DropBox, the PCO noted a high number of falls. The falls were discussed with the administrators and corrective actions are in place. The facility hired a new clinical educator and an Assistant Director of Nursing to diminish the number of falls, wounds, and rehospitalizations. The PCO discussed the higher-than-normal rehospitalizations found in the DropBox documents in Hayward facility. After discussions with the administrators, the PCO found that the local hospitals are transferring high acuity patients to the facility. These higher acuity patients that are discharged from the hospital, possibly prematurely, with active acute illnesses can be expected to require rehospitalization at higher rates. Meanwhile, the Monterey facility had 9 CDPH visits, most of which will likely result in deficiencies. The deficiencies were addressed, and corrective actions initiated. The facility has improved rehospitalizations, staffing and education, GDR rates, mobility on discharge, and initiated rounding with case managers that has led to the improved star rating, according to the PCO. The PCO observed the low quality rating for short-stay patients in Pleasant Hill. The administrators noted that the rating is low because of the large number of sub-acute patients within the facility. Sub-acute patients are not expected to stay less than 100 days, however the fact that sub-acute patients stay greater than 100 days is accounted against the short stay star rating. The PCO stated that a CDPH re-survey was performed on Nov. 16, 2023 in Sacramento. The outcome was positive demonstrating improvement in most areas of patient care. A "Red Hand" abuse was placed secondary to patient-patient altercation that will come off in 12-18 months. The psychiatrist returned to the medical staff and is addressing antipsychotics and GDR. The PCO found that the companies are meeting the standard of care. The PCO will continue to monitor the companies. A copy of the PCO report is available for free at https://urlcurt.com/u?l=Q0UFwC from PacerMonitor.com. About Windsor Terrace Healthcare Windsor Terrace Healthcare, LLC and its affiliates own and operate 16 skilled nursing facilities throughout the State of California, which provide 24-hour, 7-days-a-week and 365-days-a-year care to patients who reside at those facilities. Windsor Terrace Healthcare et al. also own and operate an assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). They do not own any of the real property upon which the facilities are located. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-11200) on August 23, 2023. In the petition signed by Avrohom Tress, manager, Windsor Terrace Healthcare disclosed up to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the cases. Levene, Neale, Bender, Yoo and Golubchik, LLP represents the Debtors as legal counsel. Stretto, Inc. is the Debtors' claims, noticing and solicitation agent. Jacob Nathan Rubin is the patient care ombudsman appointed in the Debtors' cases. WINKLER COUNTY HOSPITAL: S&P Affirms 'BB+' Rating on 2016 GO Bonds ------------------------------------------------------------------ S&P Global Ratings revised the outlook to positive from stable and affirmed its 'BB+' long-term rating on Winkler County Hospital District (WCHD), Texas' series 2016 general obligation (GO) bonds. "The outlook revision reflects WCHD's continued robust operating performance despite recent industry headwinds, as well as solid days' cash on hand and maximum annual debt service coverage, both of which are elevated relative to those of peers and in our view partially compensate for WCHD's small size, along with very low debt levels," said S&P Global Ratings credit analyst Marc Bertrand. The district does business as Winkler County Memorial Hospital. A limited ad valorem tax pledge levied on all taxable property in the district's boundaries secures the 2016 GO bonds. S&P said, "The rating reflects our view of WCHD's small hospital characteristics, such as a medical staff of just three active physicians, total operating revenue of approximately $25 million (as calculated by S&P Global Ratings), and a small primary service population. The rating is supported by the district's position as a critical access hospital, providing essential emergency and primary care services to the rural Texas community, coupled with a strong operating baseline and solid tax base outlook. "The positive outlook reflects our expectation that WCHD will continue to generate robust and positive operating margins as well as maintain strong days' cash on hand, although unrestricted reserves could decline in coming years as the district completes its rural health clinic expansion. The outlook also incorporates our expectation that the debt profile will continue to improve, with no significant debt issuance expected over the outlook period. "We could revise the outlook to stable if operations turn negative or if maximum annual debt service coverage meaningfully declines for a sustained period. Any significant weakening in the district's fiscal year-end liquidity position, due to either added spending or tightened cash flow, would also pressure lead to a negative rating action, as would a meaningful increase in debt levels. We believe the district's small size could be conducive to rapid deterioration of WCHD's financial profile. "Over the outlook period, we could raise the rating if the district is able to continue to generate strong positive operating margins, as well as maintain or strengthen its unrestricted reserve cushion such that it offsets the above-mentioned size-related vulnerabilities. We would also expect, at minimum, maintenance of WCHD's current tax base strengths, and the successful execution of the rural clinic expansion." ZHANG MEDICAL: Seeks to Hire Ruskin Moscou Faltischek as Attorney ----------------------------------------------------------------- Zhang Medical P.C. d/b/a New Hope Fertility Clinic seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Ruskin Moscou Faltischek, P.C. as its attorneys. The firm's services include: a. providing the Debtor with legal advice with respect to its powers and duties in the continued operation of its business and management of its property; b. preparing legal papers; c. appearing in court; d. reviewing all pleadings filed in the Debtor's Subchapter V reorganization case; e. preparing and pursuing confirmation of a plan of reorganization; and f. providing other necessary legal services. The firm will charge these hourly fees: Sheryl Giugliano, Partner $605 per hour Michael Amato, Partner $630 per hour Nicolas Florio, Law Clerk $325 per hour Partners and Of Counsel $495 - 940 per hour Associates $325 - $500 per hour Paraprofessionals $150 - $305 per hour As disclosed in court filings, Ruskin Moscou Faltischek is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl P. Giugliano, Esq. Michael S. Amato, Esq. RUSKIN MOSCOU FALTISCHEK, P.C. 1425 RXR Plaza East Tower, 15th Floor Uniondale, NY 11556 Telephone: (516) 663-6600 Email: sgiugliano@rmfpc.com mamato@rmfpc.com About Zhang Medical P.C. d/b/a New Hope Fertility Clinic New York-based Zhang Medical P.C. specializes in low and no-drug infertility solutions that help women conceive with minimal invasiveness. It conducts business under the name New Hope Fertility Clinic. Zhang Medical filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10678) on April 30, 2023, with $1 million to $10 million in both assets and liabilities. Eric Huebscher has been appointed as Subchapter V trustee. Judge Philip Bentley oversees the case. Joseph D. Nohavicka, Esq., at Pardalis & Nohavicka, LLP is the Debtor's counsel. ZYDECO BREW: Kathleen DiSanto Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at Bush Ross, P.A., as Subchapter V trustee for Zydeco Brew Werks of Ybor City, LLC. Ms. DiSanto will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. DiSanto declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Kathleen L. DiSanto, Esq. Bush Ross, P.A. P.O. Box 3913 Tampa, FL 33601-3913 Phone: (813) 224-9255 Fax: (813) 223-9620 Email: disanto.trustee@bushross.com About Zydeco Brew Werks of Ybor City Zydeco Brew Werks of Ybor City, LLC, a company in Tampa, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00130) on Jan. 11, 2024. James P. Pepin, manager, signed the petition. At the time of the filing, the Debtor reported $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Roberta A. Colton oversees the case. Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Postler, P.A. represents the Debtor as legal counsel. [*] Timothy Cruickshank Joins Paul Weiss as Capital Markets Partner ------------------------------------------------------------------- Paul, Weiss, Rifkind, Wharton & Garrison LLP on Jan. 16 disclosed that Timothy Cruickshank has joined the firm as a partner in the Capital Markets Group within the Corporate Department, resident in New York. Mr. Cruickshank focuses on a broad variety of capital markets and financing transactions. "We are thrilled to welcome Tim, a talented lawyer with notable experience on sophisticated capital markets and financing transactions, to our firm," said Paul, Weiss Chairman Brad S. Karp. "Tim's multifaceted expertise bolsters our already incredibly strong transactional capabilities, allowing us to continue to provide our clients with the smart, holistic counsel they look to us for." "Tim is trusted by some of the world's largest private equity firms and their portfolio companies, as well as public and private companies, on their most complex capital markets, financing and liability management matters," said Gregory Ezring, partner and co-chair of the firm's Global Capital Markets & Finance Group. "We are thrilled he will be joining our team." Cruickshank represents financial sponsors, their portfolio companies and other public and private companies in a variety of debt and equity capital markets and other financing transactions, including high-yield debt offerings, preferred equity financings, acquisition financings and initial public offerings, as well as complex out-of-court and in-court liability management matters and restructurings. He also advises U.S. and international clients on securities and corporate governance matters. Mr. Cruickshank has advised on transactions for BC Partners and its portfolio companies PetSmart and Chewy; Centerbridge Partners; Lone Star Capital; Macy's; Owens & Minor; Stone Point Capital and Warburg Pincus, among others. "Paul, Weiss has an incredible platform and unparalleled client roster, and has continued to grow and thrive despite an overall slower market," Cruickshank said. "I look forward to growing my practice at the firm and working alongside my talented colleagues on the most dynamic and innovative corporate transactions in the market." Mr. Cruickshank earned his Bachelor of Commerce in Finance and his Bachelor of Laws from the University of New South Wales. He is admitted to practice in New York. Paul, Weiss' Global Capital Markets Group provides innovative and practical counsel on a wide variety of capital raising and securities law compliance matters for clients ranging from emerging private companies to established public companies. The Finance Group helps clients navigate the business and legal complexities of some of the most innovative and complex financing matters, including bespoke structured financings and whole-business securitizations of novel assets and restructurings of multibillion-dollar companies. About Paul, Weiss Paul, Weiss, Rifkind, Wharton & Garrison LLP is a premier firm of more than 1,000 lawyers with diverse backgrounds, personalities, ideas and interests who provide innovative and effective solutions to our clients' most complex legal and business challenges. The firm represents many of the world's largest and most important public and private corporations, asset managers and financial institutions, as well as clients in need of pro bono assistance. [^] BOOK REVIEW: Bailout: An Insider's Account of Bank Failures --------------------------------------------------------------- Bailout: An Insider's Account of Bank Failures and Rescues Author: Irvine H. Sprague Publisher: Beard Books Soft cover: 321 pages List Price: $34.95 Order your personal copy at https://ecommerce.beardbooks.com/beardbooks/bailout.html No one is more qualified to write a work on this subject of bank bailouts. Holding the positions of chairman or director of the Federal Deposit Insurance Corporation (FDIC) during the 1970s and 1980s, one of Sprague's most important tasks was to close down banks that were failing before they could cause wider damage. The decades of the 1970s and '80s were times of high interest rates for both depositors and borrowers. Rates for depositors at many banks approached 10%, with rates for loans higher than that. The fierce competition in the banking industry to offer the highest rates to attract and keep depositors caused severe financial stress to an unusually high number of banks. Having to pay out so much in interest to stay competitive without taking in much greater deposits was straining the cash and other assets of many banks. The unprecedented high interest rates also had the effect of reducing the number of loans banks were giving out. There were not so many borrowers willing to take on loans with the high interest rates. With the disruptions in their interrelated deposits and loans, many banks began to engage in unprecedented and unfamiliar financial activities, including investing in risky business ventures. As well as having harmful effects on local economies, the widely reported troubles of a number of well-known and well-respected banks were having a harmful effect on the public's confidence in the entire banking industry. Sprague along with other government and private-sector leaders in the banking and financial field realized the problems with banks of all sizes in all parts of the country had to be dealt with decisively. Action had to be taken to restore public confidence, as well as prevent widespread and long-lasting damage to the U. S. economy. Sprague's task was one of damage control largely on the blind. The banking industry, the financial community, and the government and the public had never faced such a large number of bank failures at one time. The Home Loan Bank Board for the savings-and-loans associations had allowed these institutions to treat goodwill as an asset in an effort to shore up their deteriorating financial situations with disastrous results for their depositors and U. S. taxpayers. Such a desperate stratagem only made the problems with the savings-and-loans worse. The banks covered by the FDIC headed by Sprague were different from these institutions. But the problems with their basic business of deposits and loans were more or less the same. And the cause of the problem was precisely the same: the high interest rates. Faced with so many bank failures, Sprague and the government officials, Congresspersons, and leaders he worked with realized they could not deal effectively with every bank failure. So one of their first tasks was to devise criteria for which failures they would deal with. Their criteria formed what came to be known as the "essentiality doctrine." This was crucial for guidance in dealing with the banking crisis, as well as for explanation and justification to the public for the government agency's decisions and actions. Sprague's tale is mainly a "chronicle [of] the evolution of the essentiality doctrine, which derives from the statutory authority for bank bailouts." The doctrine was first used in the bailout of the small Unity Bank of Boston and refined in the bailouts of the Bank of the Commonwealth and First Pennsylvania Bank. It then came into use for the multi-billion dollar bailout of the Continental Illinois National Bank and Trust Company in the early 1980s. Continental's failure came about almost overnight by the "lightening-fast removal of large deposits from around the world by electronic transfer." This was another of the unprecedented causes for the bank failures Sprague had to deal with in the new, high-interest, world of banking in the '70s and '80s. The main part of the book is how the essentiality doctrine was applied in the case of each of these four banks, with the especially high-stakes bailout of Continental having a section of its own. Although stability and reliability have returned to the banking industry with the return of modest and low interest rates in following decades, Sprague's recounting of the momentous activities for damage control of bank failures for whatever reasons still holds lessons for today. For bank failures inevitably occur in any economic conditions; and in dealing with these promptly and effectively in the ways pioneered by Sprague, the unfavorable economic effects will be contained, and public confidence in the banking system maintained. As chairman or director of the FDIC for more than 11 years, Irvine H. Sprague (1921-2004) handled 374 bank failures. He was a special assistant to President Johnson, and has worked on economic issues with other high government officials. ********* 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., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. 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 ***