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250513.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 13, 2025, Vol. 29, No. 132 Headlines 1001 BROAD STREET: Voluntary Chapter 11 Case Summary 1078 WHILLMORE: U.S. Bank Sets June 4 Auction 14 BURMA ROAD: Dismissal of Chapter 11 Bankruptcy Case Affirmed 245 SULLIVAN AVE: Court OKs Appointment of Trigild as Receiver 420 EASTERN: Case Summary & Three Unsecured Creditors 5 STONES AND A SLING: Case Summary & Five Unsecured Creditors 5902 HUDSON AVE: Case Summary & Two Unsecured Creditors ACCELERATE DIAGNOSTICS: Files Chapter 11, Secures $12.5M DIP Loan ADDISON STATION: Hires McNamee Hosea P.A. as Counsel AFO INTEGRATED: Case Summary & 11 Unsecured Creditors ALL AMERICAS: Abornes Defends Motion to Appoint Receiver ALL YEAR HOLDINGS: Engelman Loses Bid to Dismiss Adversary Case AMERICAN PERFORMANCE: Section 341(a) Meeting of Creditors on June 5 AMERINVEST LLC: APSEC Wins Bid for Debtor's SARE Designation ANTOINE ESTATES: Case Summary & Five Unsecured Creditors AP FRAMING: Balfour Beatty Wins Bid to Reopen Bankruptcy Case ARCH PRODUCTION: Eric Huebscher Named Subchapter V Trustee ARROWHEAD: Auction Credit Loses Bid to Dismiss Adversary Case ASBESTOS CORP: Obtains Creditor Protection Under CCAA ATM AFFILIATES: Seeks Subchapter V Bankruptcy in Texas ATXLUB LLC: Hires Tarbox Law P.C. as Bankruptcy Counsel B & M REALTY: Court Awards $1.17MM Damages in Elam, et al. Lawsuit BABY K'TAN: Unsecured Creditors to Split $57K in Plan BEAUTIFUL CITY: Case Summary & Seven Unsecured Creditors BLACK & GOLD: Unsecured Creditors Will Get 4% of Claims in Plan BLACKSTONE REAL: Christopher Hayes Named Subchapter V Trustee BLUE DOG: Court Extends Cash Collateral Access to June 29 BOTAS SANTA: Unsecureds Owed $1.2M Will Get 8.87% over 4 Years BOY SCOUTS: Wins Bid to Dismiss Spece Sexual Abuse Lawsuit BULA DEVELOPMENTS: Court Tosses Mora, et al. Adversary Proceeding C & C ELECTRIC: Gets Extension to Access Cash Collateral C & C FREIGHT: Todd Hennings Named Subchapter V Trustee CARTOPIA II: Case Summary & 11 Unsecured Creditors CASH CLOUD: Court Denies Motions for Sanctions in McAlary Suit CDK GLOBAL II: S&P Downgrades ICR to 'B-', Outlook Stable CELSIUS NETWORK: Ionic Loses Bid to Dismiss Vejseli, et al. Suit CELSIUS NETWORK: Spadafora Loses Bid to Dismiss Adversary Case CGI FUND I: Secured Party Sets May 19 Auction CHEEMA INVESTMENTS: Christopher Hayes Named Subchapter V Trustee CINEMEX EAST 62ND: Parent Wins Bid to Dismiss 400 East 62nd Case CITIUS PHARMACEUTICALS: Issues 1 Series A Preferred Share to CEO CKM SHINING: Trustee Hires Malcolm Cisneros as Counsel CLEAN AIR: Appeal of Bankruptcy Court Order Dismissed as Moot CLEAN AIR: Kevin Wang Loses Bid to Dismiss Bankruptcy Case CLEM INVESTMENTS: Court Extends Cash Collateral Access to May 22 CLEOD LLC: Hires Law Offices of George Oliver PLLC as Counsel CRESTWOOD HOSPITALITY: Court Denies Confirmation of Amended Plan DANIEL RISIS: Court Denies Bid to Release Escrowed Funds DAVIS AUTO: Seeks 90-Day Extension of Plan Filing Deadline DITECH HOLDING: $684,342.38 Bistline Claim Disallowed DMK PHARMACEUTICALS: USWM Loses Bid to Dismiss Adversary Case EAGLE-PICHER: Trust Wins Summary Judgment in Pafundi Claim Dispute EYENOVIA INC: Registers 6.37M Shares for Sale by Securityholders FIREFLY NEUROSCIENCE: Roxy Capital Reports 3.65% Equity Stake FLORIDA MONSTER: Court Extends Cash Collateral Access to June 5 GIBSON INC: S&P Alters Outlook to Negative, Affirms 'B' ICR GIGA WATT: Court Tosses Class Member's Bankruptcy Appeal GIL & RIVERA: Hires Bradford Law Offices as Counsel GLOBE PHOTOS: Ex-Directors Win Bid for Extraordinary Writ Relief GRANITE CITY: Hires Michael T. Bowers as an Accountant GREAT EDUCATION: Janice Seyedin Named Subchapter V Trustee GREGORY TE VELDE: Judge Wants Dari-Tech's Summary Judgment Denied GWA LLC: Tax Court Says Barrier Contracts Not Options H&H COFFEE: Neumann Gruppe Files Renewed Bid to Appoint Receiver HAMMER FIBER: Adds Eric Maire as Independent Director HARVEST SHERWOOD: Seeks Chapter 11 Bankruptcy in Texas HIGHLAND CAPITAL: 5th Circuit Affirms Denial of Mandamus Relief Bid HNO INTERNATIONAL: Reports $634,338 Net Loss in Q1 FY25 HO WAN KWOK: ACA Capital, et al. Lose Bid to Dismiss Adversary Case HORSEY DENISON: Seeks Chapter 11 Bankruptcy in Maryland HOUSE SPIRITS: Natasha Songonuga Named Subchapter V Trustee HUDBAY MINERALS: S&P Upgrades ICR to 'B+', Outlook Stable HURRICANE GLASS: Chris Quinn Named Subchapter V Trustee I-SOLUTIONS DEVELOPMENT: Seeks Chapter 11 Bankruptcy in Texas IR4C INC: Court Extends Cash Collateral Access to May 21 J.A.R. CONCRETE: Camino Real Contractual Default Not Wrongful J.J. CRANSTON: Loses Bid to Reopen Bankruptcy Case JAG PUBLIC: Seeks to Hire Roy Alvarado as Bookkeeper JEWELRY DESIGNER: Unsecureds to Get Share of Income for 3 Years JILL'S OFFICE: Gets Final OK to Use Cash Collateral Until June 30 JJ ARCH: Arch Real Estate Loses Bid to Dismiss Bankruptcy Appeal KADAM LOGISTICS: Neema Varghese Named Subchapter V Trustee KARBONX CORP: Reports $1.69 Million Net Loss in Fiscal Q3 MACADAMIA BEAUTY: Updates Unsecureds & Secured Claims Pay MAPRAGENCY INC: Seeks to Hire SingerLewak LLP as Accountant MARIANAS PROPERTIES: Seeks to Extend Plan Exclusivity to July 9 MESABI METALLICS: Sealing of Documents Governed by Sec. 107 MID-COLORADO INVESTMENT: Hires David Goodstein LLC as CFO MIFATE CAB: Court Okays Rule 9019 Motion, Settlement Agreement MLJ COMPANIES: Amends Plan to Include Unsecured Claims Pay MORANS AUTO: Unsecured Creditors to Split $5K over 36 Months NANCY GAINES: Updates Unsecureds & Secured Claims Pay Details NEWELL BRANDS: Fitch Rates New $1BB Unsecured Notes 'BB-' NEWELL BRANDS: Moody's Rates New Senior Unsecured Notes 'B1' NUMALE CORP: UST Appoints Michael Carmel as Chapter 11 Trustee OFFICE PROPERTIES: S&P Upgrades ICR to 'CCC-', Outlook Negative OMIMEX PETROLEUM: Unsecured Creditors to Split $25K in Plan ONDAS HOLDINGS: Registers $225M in Securities for Future Offerings PHILIPPS TOTAL: Seeks to Hire MBE CPAs as Accountant PROJECT PIZZA: Gets Final OK to Use Cash Collateral QBD PACKAGING: Seeks Subchapter V Bankruptcy in Indiana R & H MOTOR: Christine Brimm Named Subchapter V Trustee RCM EQUIPMENT: Steven Nosek Named Subchapter V Trustee RCM MANUFACTURING: Steven Nosek Named Subchapter V Trustee RCM SPECIALTIES: Steven Nosek Named Subchapter V Trustee REITER BROTHERS: Unsecureds Will Get 9.62% of Claims in Plan RENOVARO INC: Fails to Meet Nasdaq Bid Price Rule RITE AID: Walgreens Offers Support Amid Bankruptcy Closures RITEWAY INSURANCE: Gets Final OK to Use Cash Collateral RIVERDALE FUEL: Ronald Friedman Named Subchapter V Trustee RLG HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B-' ICR ROCK HOME: Seeks Subchapter V Bankruptcy in Tennessee RP MAXIMUS: Secured Party Sets June 12 Auction SAFE & GREEN: East West Capital, 4 Others Hold 9.9% Stake SAFE & GREEN: Enters $267K Promissory Note With Generating Alpha SASH GROUP: Hires Mirsky Corporate Advisors as Special Counsel SIERRA BONITA: Updates Restructuring Plan Disclosures SILVERLEAF FUNDING: Dismissal of Reed's Civil Lawsuit Affirmed SMART BAKING: Dismissal of Appeal in Powers Suit Affirmed SOLID FINANCIAL: Jami Nimeroff Named Subchapter V Trustee SOLUNA HOLDINGS: Registers $100 Million Mixed Shelf Offering SOUL WELLNESS: Bid to Employ Bankruptcy Counsel Granted in Part SPECTRUM GROUP: Moody's Appends 'LD' Designation to PDR SPLASH BEVERAGE: 10-K Delay Triggers NYSE Noncompliance SYSOREX GOVERNMENT: Seeks Chapter 11 Bankruptcy in New York TAKARA GROUP: Gets Final OK to Use Cash Collateral TEAK DECK: Unsecured Creditors Will Get 7.31% in Plan TEAL JONES: Claims Filing Deadline Set for July 15, 2025 TREASURE VALLEY: Hires Broer & Passannante P.S. as Counsel TSFG LLC: Hires Rountree Leitman Klein as Legal Counsel TWIN FALLS: Unsecured Creditors Will Get 100% of Claims in Plan UNIVERSAL BIOCARBON: Hires Scott Law Team as Special Counsel UNLIMITED SOURCE: Creditors to Get Proceeds From Liquidation VASTAV INC: Katharine Battaia Clark Named Subchapter V Trustee VILLAGE ROADSHOW: Court Approves May 21 Auction, Sale Rules VITAL PHARMACEUTICALS: Court Tosses Motions Filed by Founder VYVVE LLC: Linda Leali Named Subchapter V Trustee WABASH NATIONAL: Moody's Cuts CFR to 'B1' & Alters Outlook to Neg. WELLPATH HOLDINGS: Court Stays Wilhite Suit Due to Bankruptcy WESCOR FARM: Rabo Wants Ampleo Named as Receiver WESTERN METAL: Hires Trustee Realty Inc. as Real Estate Broker WESTERN ROBIDOUX: Approval of Creditors' Settlement Deal Affirmed WINDTREE THERAPEUTICS: Director Craig Fraser Steps Down WINSTON AND DUKE: Unsecureds Will Get 11.52% of Claims in Plan WORKHORSE GROUP: Investor Consents to $3-Mil. Lockbox Fund Release WW INTERNATIONAL: May 15 Deadline for Panel Questionnaires WW INTERNATIONAL: Moody's Cuts CFR to Ca, Outlook Stable X4 PHARMACEUTICALS: Reverse Stock Split OK'd at Special Meeting XYLO HQ: Areya Holder Aurzada Named Subchapter V Trustee ********* 1001 BROAD STREET: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: 1001 Broad Street Johnstown Limited Partnership 1280 West Newport Center Drive Deerfield Beach, FL 33442 Business Description: 1001 Broad Street Johnstown Limited Partnership is a real estate entity based in Johnstown, PA. The company lists 1001 Broad Street, Johnstown, PA, as the location of its principal assets. Chapter 11 Petition Date: May 7, 2025 Court: United States Bankruptcy Court Southern District of Florida Case No.: 25-15145 Judge: Hon. Scott M Grossman Debtor's Counsel: Gary M. Murphree, Esq., Esq. A.M. LAW, LLC 10743 SW 104th Street Miami, FL 33176 Tel: 305-441-9530 E-mail: pleadings@amlaw-miami.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by William Ring, vice president, Farmington Realty Company, Inc., general partner. A list of the Debtor's 20 largest unsecured creditors was not provided alongside the petition. A full-text copy of the petition is available for free on PacerMonitor at: https://www.pacermonitor.com/view/BGETHHA/1001_Broad_Street_Johnstown_Limited__flsbke-25-15145__0001.0.pdf?mcid=tGE4TAMA 1078 WHILLMORE: U.S. Bank Sets June 4 Auction --------------------------------------------- U.S. Bank National Association, as trustee for the registered holders of Wells Fargo Commercial Mortgage Securities, Inc., Multifamily Mortgage Pass-Through Certificates Series 2019-SB63, acting by and through its special services, Berkeley Point Capital LLC dba Newmark, as special servicer under the pooling and servicing agreement dated as of June 1, 2019 Plaintiff against 1078 Whillmore LLC et al. defendants. Pursuant to that certain consensual final judgment dated and entered March 19, 2025, Orazio Crisalli, the referee, with the assistance of Matthew Mannion of Mannion Auctions LLC, will sell at public auction at the front steps of the property located at 1078 Willmohr Street, Brooklyn, New York on June 4, 2025, at 2:30 p.m. prevailing Eastern Time premises situate, lying and being in the borough of Brooklyn, County of Kings, City and State of New York, known as Lots 7 and 8 in Block 4691 on the Map of West waverly filed in the office of the Register of the County of Kings as Map No. 1498. Approximate amount of the lien is $1,367,827.43 plus default interest & costs. The referee will accept the highest bid offered by a bidder and will require that successful bidder to (i) provide proper government issued identification (ii) immediately execute terms of sale for the purchase of the premises, and (iii) pay by certified or bank check 10% of the sum bid made payable to Orazio Crisalli, as referee. The court appointed auctioneer can be reached at: Matthew D. Mannion Mannion Auctions LLC Tel: (212) 26706698 Email: mdmannion@jpandr.com Attorney for the plaintiff is Holland & Knight LLP, 787 Seventh Avenue, 31st Floor, New York, New York 10019. 14 BURMA ROAD: Dismissal of Chapter 11 Bankruptcy Case Affirmed --------------------------------------------------------------- Judge Susan D. Wigenton of the United States District Court for the District of New Jersey affirmed the July 30, 2024 Order of United States Bankruptcy Court for the District of New Jersey dismissing 14 Burma Road Associates' Chapter 11 bankruptcy petition. This appeal relates to a warehouse condominium located in Carteret, NJ. On or about Sept. 16, 2016, Appellee Global Logistic & Distribution, LLC entered into a lease agreement with 14 Burma for the Unit, which included an option to purchase the Unit for $9,180,000. Global executed the option, and the parties became embroiled in a litigation in New Jersey state court after 14 Burma refused to comply with the terms of the option. On June 7, 2024, Burma filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. On June 24, 2024, 14 Burma filed a complaint against GK Equities, LLC, an affiliate of Global and the appellee in this case, seeking to recover in a preference action. On July 9, 2024, the Global Parties filed a motion to dismiss the Chapter 11 Case and GK filed a motion to dismiss the Preference Action. On July 30, 2024, the Hon. John K. Sherwood, J.B.C. held a hearing in which he granted both motions and dismissed both the Chapter 11 Case and the Preference Action. 14 Burma subsequently filed a Notice of Appeal for the order dismissing the Chapter 11 Case. Judge Sherwood found that 14 Burma was a shell corporation with no assets aside from its purported interest in the Preference Action and no business to conduct. According to the District Court, this fact standing alone would warrant dismissal of the Chapter 11 Case. The Bankruptcy Court also found that 14 Burma filed the petition to relitigate issues conclusively resolved in state court, including the lis pendens and title to the Unit, which is also indicative of a lack of good faith. The decision to dismiss a bankruptcy case for bad faith rests within the sound discretion of the Bankruptcy Court, and the record amply supports its conclusion that the petition lacked any legitimate bankruptcy purpose. The District Court finds no clear error in the Bankruptcy Court's factual findings and adopts them in their entirety. Judge Wigenton concludes that the Bankruptcy Court appropriately exercised its discretion in dismissing what it found to be a bad-faith petition filed by a shell entity with no legitimate reorganization prospects for the sole and improper purpose of circumventing a final state court judgment and relitigating conclusively resolved property rights. A copy of the Court's decision is available at https://urlcurt.com/u?l=2xBGV7 from PacerMonitor.com. 14 Burma Road Associates is the owner of an industrial condo located at 100 Middlesex Avenue, Unit 3, Carteret, NJ 07008. 14 Burma Road Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-15799). In the petition signed by its partner, Henry Chiu, the Debtor reported $21,910,050 in assets and $3,176,042 in liabilities. The Debtor is represented by Shmuel Klein, Esq. at BLEICHMAN KLEIN. 245 SULLIVAN AVE: Court OKs Appointment of Trigild as Receiver -------------------------------------------------------------- In the case FEDERAL NATIONAL MORTAGE ASSOCIATION, Plaintiff v. 245 SULLIVAN AVE LLC, MOSES NEUMAN, SOLOMON STEINMETZ, the NEW YORK CITY ENVIRONMENTAL CONTROL BOARD and JOHN DOE #1 THROUGH JOHN DOE #40, inclusive, Defendants, Case No. 1:24-cv-02868-DLI-LKE (E.D.N.Y.), Judge Dora L. Irizarry entered an amended Order granting Plaintiff's motion to appoint a receiver pursuant to Fed. R. Civ. P. 66. This is a mortgage foreclosure action on property located at 245 Sullivan Place, Brooklyn, New York 11225. The Plaintiff's mortgage on the Property secures a loan in the principal amount of $10,725,000, which has been in default since December 1, 2023. With this action, the Plaintiff seeks foreclosure of the Property as its lawful remedy under the governing loan documents as well as a money judgment against 245 Sullivan Ave LLC, Moses Neuman, and Solomon Steinmetz. On June 20, 2024, the Plaintiff filed a motion to appoint receiver which the Court granted on March 12 through an Order entered by Judge Irizarry. The Court ordered that: Ian Lagowtiz, Principal Trigild IVL 24 Church Street Montclair, NJ 07042 is appointed with the usual powers and directives as receiver during the pendency of this action for the benefit of the Plaintiff, of all the rents and profits of the mortgaged premises located at 245 Sullivan Place, Brooklyn, New York 11225, as more particularly described in the Property's Mortgage Agreement. The receiver is authorized and directed to demand, collect, and receive from the tenants of the Property or from any persons liable therefor all the rents now due and unpaid or hereafter and during the pendency of this action to become due, and that those tenants are directed to pay over to the Receiver all the rents now due and unpaid or hereafter and during the pendency of this action to become due, and that all persons in possession other than lawful tenants are directed to surrender possession to the Receiver, subject to any applicable emergency rent laws, if any, says the Order. In the June 20 Order, the Order further states that the Receiver shall file monthly accountings for the Property with Plaintiff's counsel, Akin Gump Strauss Hauer & Feld LLP, beginning within seven days of the first day of the first month following entry of this Order and monthly thereafter during the term of the receivership. This amended Order change the date on which accountings are to be made from "first day of the first month" to "fifteenth day of the first month." 245 SULLIVAN AVE LLC is a New York limited liability company. 420 EASTERN: Case Summary & Three Unsecured Creditors ----------------------------------------------------- Debtor: 420 Eastern Parkway, LLC 420 Eastern Parkway Brooklyn, NY 11225 Business Description: 420 Eastern Parkway LLC owns a 16-unit apartment building located at 420 Eastern Parkway in Brooklyn, New York. The property is valued at $2.2 million. Chapter 11 Petition Date: May 8, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-42238 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Narissa A. Joseph, Esq. NARISSA JOSEPH 305 Broadway Suite 1001 New York, NY 10007 Tel: (212) 233-3060 Fax: (646) 607-3335 E-mail: njosephlaw@aol.com Total Assets: $2,240,000 Estimated Liabilities: $3,335,273 The petition was signed by Sylvester H. Drew aka Hubert Drew aka Sylvester Drew as president. A full-text copy of the petition, which includes a list of the Debtor's three unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/OFRR7KY/420_Eastern_Parkway_LLC__nyebke-25-42238__0001.0.pdf?mcid=tGE4TAMA 5 STONES AND A SLING: Case Summary & Five Unsecured Creditors ------------------------------------------------------------- Debtor: 5 Stones and A Sling LLC 1115 Hancock Brooklyn, NY 11221 Chapter 11 Petition Date: May 8, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-42243 Judge: Hon. Elizabeth S Stong Debtor's Counsel: Julio E. Portilla, Esq. JULIO E. PORTILLA 380 Lexington Ave. 4th Floor New York, NY 10168 Tel: (212) 365-0292 Fax: (212) 365-4417 E-mail: jp@julioportillalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Flerida Santana Johnas as member. A full-text copy of the petition, which includes a list of the Debtor's five unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/QFEOKCA/5_Stones_and_A_Sling_LLC__nyebke-25-42243__0001.0.pdf?mcid=tGE4TAMA 5902 HUDSON AVE: Case Summary & Two Unsecured Creditors ------------------------------------------------------- Debtor: 5902 Hudson Ave LLC 295 Front Street, 2nd Floor Brooklyn, NY 11201 Business Description: 5902 Hudson Ave LLC is a single-asset real estate debtor under U.S. bankruptcy code. The Company lists a property at 5902 Hudson Avenue in West New York, New Jersey, as its principal asset. Chapter 11 Petition Date: May 7, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-42224 Judge: Hon. Elizabeth S Stong Debtor's Counsel: Joel M. Shafferman, Esq. SHAFFERMAN & FELDMAN LLP 137 Fifth Avenue 9th Floor New York, NY 10010 Tel: (212) 509-1802 E-mail: shaffermanjoel@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David Goldwasser as chief restructuring officer. A full-text copy of the petition, which includes a list of the Debtor's two unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/TUEBNKI/5902_Hudson_Ave_LLC__nyebke-25-42224__0001.0.pdf?mcid=tGE4TAMA ACCELERATE DIAGNOSTICS: Files Chapter 11, Secures $12.5M DIP Loan ----------------------------------------------------------------- Accelerate Diagnostics, Inc. announced on May 8, 2025, that it has voluntarily initiated a Chapter 11 restructuring proceeding in the United States Bankruptcy Court for the District of Delaware and will seek to sell its assets through a court supervised sale process. Accelerate has filed various "first day" motions with the Bankruptcy Court requesting customary relief that will enable the Company to transition into Chapter 11 without material disruption to their ordinary course operations, including seeking authority to obtain debtor-in-possession financing and pay employee wages and benefits. DIP Financing To provide necessary funding during the Chapter 11 proceeding, Accelerate has received a commitment of up to $12.5 million in a multi-draw DIP financing facility. Upon approval by the Bankruptcy Court, the DIP financing is expected to provide Accelerate with the necessary liquidity to operate in the normal course and meet obligations to its employees, vendors and customers throughout the Chapter 11 proceeding while executing on the sale process. Sale Process Prior to the Chapter 11 filing, and subject to Bankruptcy Court approval, the Company agreed to terms with Indaba Capital Management -- a majority holder of the Company's prepetition secured notes -- to acquire substantially all the assets of the Company. The purchase price of Indaba's "stalking horse" bid includes: (i) a credit bid of $36.9 million of Indaba's existing secured notes and DIP financing facility; (ii) certain assumed liabilities; and (iii) excluded cash sufficient to wind-down the Company following sale closing. The transaction is part of a sale process under Section 363 of the Bankruptcy Code that will be subject to compliance with agreed upon and Bankruptcy Court-approved bidding procedures allowing for the submission of higher or otherwise better offers, and other agreed-upon conditions. In addition, the transaction is subject to customary closing conditions. In accordance with the sale process, notice of the proposed sale to Indaba will be given to third parties and competing bids will be solicited. The Company will manage the bidding process and evaluate any bids received, in consultation with its advisors and as overseen by the Bankruptcy Court. In the event additional qualified bids are received, the Company will conduct an auction for the sale of its assets. If no other qualified bids are received, Indaba will be deemed the successful bidder. Accelerate is represented by Fried, Frank, Harris, Shriver & Jacobson LLP as counsel, Solic Capital as financial advisor and Perella Weinberg Partners L.P. as restructuring investment banker. Additional information about the Chapter 11 case, including access to Bankruptcy Court documents, is available online at https://cases.stretto.com/AccelerateDiagnostics. About Accelerate Headquartered in Tucson, AZ, Accelerate Diagnostics, Inc. -- axdx.com -- is an in-vitro diagnostics company dedicated to providing solutions for the global challenges of antibiotic resistance and sepsis. Accelerate Diagnostics' current portfolio of FDA-cleared platforms include the Accelerate Pheno system and Accelerate PhenoTest BC kit as well as the Accelerate Arc system and BC kit. The Accelerate Pheno system and Accelerate PhenoTest BC kit combine several technologies aimed at reducing the time clinicians must wait to determine the most optimal antibiotic therapy for deadly infections. This system fully automates sample preparation, identification and phenotypic antibiotic susceptibility testing in approximately seven hours directly from positive blood cultures. Recent external studies indicate this solution offers results 1-2 days faster than existing methods, enabling clinicians the ability to optimize antibiotic selection and dosage specific to the individual patient days earlier. Further, the Accelerate Arc system and BC kit provide a novel, automated positive blood culture sample preparation platform for use with Bruker's MALDI Biotyper CA System (MBT-CA System) and MBT-CA Sepsityper software extension. Designed for clinical laboratories, the Accelerate Arc system has a simple workflow that automates positive blood culture sample preparation for direct downstream microbial identification using Bruker's MBT-CA System. This innovation eliminates the need for overnight culture methods, reducing the wait time for microbial identification results, which is critical in the fight against sepsis. ADDISON STATION: Hires McNamee Hosea P.A. as Counsel ---------------------------------------------------- Addison Station LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ McNamee Hosea, P.A. as its general bankruptcy counsel. The firm will render these services: (a) provide the Debtor legal advice with respect to its powers and duties; (b) prepare any necessary legal papers, and appear on the Debtor's behalf in proceedings instituted by or against it; (c) assist the Debtor in the process of selling its property and the confirmation of a plan and approval of a disclosure statement; (d) assist the Debtor with other legal matters; (e) perform all of the legal services for the Debtor that may be necessary or desirable. The firm will be paid at these rates: Partners $400 per hour Associates $350 per hour Paralegal $105 per hour The firm received from the Debtor a retainer of $11,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Goldberg 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: Steven L. Goldberg, Esq. McNamee Hosea, P.A. 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Tel: (301) 441-2420 About Addison Station LLC Addison Station LLC is a limited liability company. Addison Station LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 25-1312) on April 10, 2025. In its petition, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $10 million and $50 million. The Debtor is represented by Steven L. Goldberg, Esq. at MCNAMEE HOSEA, P.A. AFO INTEGRATED: Case Summary & 11 Unsecured Creditors ----------------------------------------------------- Debtor: AFO Integrated Services Inc. NY 3418 Northern Blvd. Ste 434 Long Island City, NY 11101 Business Description: AFO Integrated Services Inc. is a New York- based company that owns vacant land properties in Columbia. The Company is facing potential foreclosure on the assets due to high interest rates. Chapter 11 Petition Date: May 8, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-42244 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Rachel S. Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFELD PLLC 26 Court Street Suite 2220 Brooklyn, NY 11242 Tel: 718-858-9600 E-mail: rachel@blumenfeldbankruptcy.com Total Assets: $2,046 Total Liabilities: $1,271,735 The petition was signed by Andres Orozco as partner. A full-text copy of the petition, which includes a list of the Debtor's 11 unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/QMFKBNQ/AFO_Integrated_Services_Inc_NY__nyebke-25-42244__0001.0.pdf?mcid=tGE4TAMA ALL AMERICAS: Abornes Defends Motion to Appoint Receiver -------------------------------------------------------- In the case styled ABORNES INTERNATIONAL INC. v. ALL AMERICAS INTERNATIONAL INC., Case No. 3:24-CV-00100-ART-CSD (D. Nev.), the Plaintiff answered Defendant's opposition to its motion for appointment of receiver. According to the Plaintiff, not only is AAI's reading of the complaint misleading, it fails to address the fact that AAI's principal defense is based on an unsubstantiated, unexecuted debt forgiveness agreement having no legal effect, while at the same time AAI's own records confirm AAI made payments under the Assignment Agreement which assigned the debt contained under the Promissory Notes that AAI now claims may not exist. AAI argues that appointment of a receiver is inappropriate due to a lack of notice to Defendant of the relief sought. But as this Court is aware, the present motion was made on notice to AAI, who has had opportunity to be heard through briefing. AAI cites a single case decided in this District where the Court vacated an order appointing a receiver after the court found no notice had been given to Defendant for appointment of a receiver in the complaint, or at all. Contrary to AAI's assertions, the Plaintiff asserts that the proposed receiver is a third party that is in no way related to "international proceedings" involving Plaintiff and mere inclusion of a power to "pursue third party claims" does not prove that the proposed receiver will be an extension of Plaintiff's counsel. Rather, there are numerous third party claims in the United States that could be envisaged to recover assets based on the fraudulent transfers as well as professional malpractice described in this litigation. Based on the foregoing, Abornes requests the entry of an order (i) appointing Bryan Perkinson of Sonoran Capital Advisors as the receiver over AAI and all of its assets, and (ii) granting Abornes such further relief as the Court deems proper. All Americas International Inc. is a domestic corporation based in Nevada. Attorneys for Plaintiff: James H. Power, Esq. Anjuli B. Woods, Esq. HOLLAND & KNIGHT LLP 787 Seventh Avenue New York, NY 10019 E-mail: anjuli.woods@hklaw.com james.power@hklaw.com ALL YEAR HOLDINGS: Engelman Loses Bid to Dismiss Adversary Case --------------------------------------------------------------- Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York denied in its entirety the motion of defendant Alexander M. Engelman, seeking dismissal of all counts of the first amended adversary complaint in the adversary proceeding captioned as AYH WIND DOWN LLC, through Ofer Tzur and Amir Flamer, solely in their joint capacity as Claims Administrator, Plaintiff, v. ALEXANDER M. ENGELMAN, Defendant, Adv. Pro. No. 23-01196-mg (Bankr. S.D.N.Y.). The Debtor was founded by Yoel Goldman in 2014 as a holding company focused on the development, construction, acquisition, leasing, and management of residential and commercial properties in Brooklyn, New York. The Plaintiff initiated the Adversary Proceeding on Nov. 10, 2023, asserting one claim against the Defendant for breach of a promissory note. The Defendant filed a motion to dismiss the Adversary Proceeding, which this Court denied on March 26, 2024. The Plaintiff subsequently filed a contested motion to amend its complaint to include additional claims based on documentation identified for the first time during fact discovery. The Court granted the Plaintiff's motion to amend. The Plaintiff filed the Amended Complaint. The Amended Complaint Plaintiff alleges that, on April 4, 2017, Engelman executed a promissory note in the principal amount of $3,000,000 in favor of the Debtor. The terms of the Promissory Note included a maturity date of April 4, 2018, with interest computed at an annualized rate of fifteen percent (15%). Pursuant to the Promissory Note, the Debtor allegedly distributed $3,000,000 to Engelman "or an entity he controlled. On Feb. 1, 2022, the Debtor's counsel issued a demand letter directing Engelman to remit to the Debtor the full amount owed under the Promissory Note. At that time, Engelman purportedly owed the Debtor $5,205,000 under the Promissory Note, consisting of $3,000,000 of outstanding principal and $2,205,000 in outstanding interest. The Plaintiff claims that, as of the filing of the Amended Complaint, the amount owed under the Promissory Note had increased to a total of no less than $6,472,500, consisting of the $3,000,000 principal amount and $3,472,500 in outstanding interest. To date, Engelman has not made any payments on the Promissory Note. The Amended Complaint indicates that Engelman denies any repayment obligations under the Promissory Note on the basis of certain agreements with Goldman executed in either 2013 or 2014, which purportedly entitle Engelman to certain profits realized from various investment properties with Goldman. The Amended Complaint asserts four causes of action as follows: * Count I – Breach of the Promissory Note for Engelman's failure to pay amounts due thereunder. * Count II – Fraudulent transfer claim pursuant to N.Y. Debtor & Creditor Law Sec. 276. * Count III – In the alternative, unjust enrichment. * Count IV – In the alternative, money had and received. Breach of Contract Under New York law, the elements of a breach of contract claim are: (1) the existence of an agreement, (2) adequate performance of the contract by the plaintiff, (3) breach of contract by the defendant, and (4) damages. The Defendant contends that this claim must be dismissed because he never signed a promissory note in this case. The Court finds the Defendant's contention regarding the authenticity of the Promissory Note is not an appropriate basis for dismissal on a Rule 12(b)(6) motion. Accordingly, the Defendant has failed to rebut the first element, the existence of the Promissory Note. The Amended Complaint satisfies the other elements of the claim. The Court notes it is undisputed that the Plaintiff advanced the funds, with constitutes performance under the contract. The Amended Complaint further asserts that the Defendant has failed to pay the Note following maturity and a demand for payment, resulting in damages comprised of the outstanding principal and accumulating interest. Accordingly, the Amended Complaint plausibly states a claim for breach of contract. Fraudulent Transfer The Court finds the Amended Complaint identifies multiple badges of fraud sufficient to plead the existence of a fraudulent transfer scheme with particularity. Specifically, the Plaintiff identifies an email in which Goldman indicated that he and Engelman would need to "make something for the bonds. Like on which building the loan is officially." This exchange supports the secrecy or unusual nature of the transaction. In fact, the Amended Complaint alleges that the distributions to which the Defendant asserts he was entitled were based upon a "secret" Partnership Agreement, which purports to provide the Defendant with distributions related to properties with which the Defendant had no official role or relationship as documented in capitalization tables, operating agreements, or other corporate documents. According to the Court, while the Defendant may wish to contest the adequacy of consideration remitted in exchange for the Promissory Note, the Amended Complaint adequately alleges, for he purpose of a motion to dismiss, that Engelman did not provide any consideration to the Debtor for his purported shares of profits in the underlying real estate portfolio. Indeed, the Defendant acknowledges that he entered into agreements with Goldman personally, rather than for the benefit of the Debtor. Accordingly, The Amended Complaint adequately states a claim for fraudulent transfer under New York law. Unjust Enrichment and Money Had and Received The Defendant contests the remaining alternative claims asserted by the Plaintiff as inapt given the existence of a contractual relationship via the Promissory Note. The Court finds the Defendant's argument for dismissal of these claims is insufficient to grant dismissal at this stage. A copy of the Court's decision is available at https://urlcurt.com/u?l=Q2XonT from PacerMonitor.com. Attorneys for AYH Wind Down LLC, through Ofer Tzur and Amir Flamer, solely in their joint capacity as Claims Administrator: Michael Friedman, Esq. CHAPMAN AND CUTLER LLP 1270 Avenue of the Americas, 30th Floor New York, NY 10020 E-mail: friedman@chapman.com - and - David Audley, Esq. Eric Silvestri, Esq. CHAPMAN AND CUTLER LLP 320 South Canal Street Chicago, IL 60606 E-mail: audley@chapman.com silvest@chapman.com Attorneys for Alexander M. Engelman: Aaron Twersky, Esq. Ilana Neufeld, Esq. TWERSKY PLLC 747 Third Avenue, 32nd Floor New York, NY 10017 E-mail: atwersky@twerskylaw.com ineufeld@twerskylaw.com About All Year Holdings Limited All Year Holdings Limited is a real estate development company founded by American real estate developer Yoel Goldman. It operates as a holding company, which, through its direct and indirect subsidiaries, focuses on the development, construction, acquisition, leasing and management of residential and commercial income producing properties in Brooklyn, N.Y. The company's portfolio includes 1,648 residential units and 69 commercial units in Bushwick, Williamsburg, and Bedford-Stuyvesant. All Year Holdings sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021. At the time of the filing, the Debtor listed $1 billion to $10 billion in assets and liabilities. Judge Martin Glenn oversees the case. Weil, Gotshal & Manges LLP, led by Matthew Paul Goren, Esq., is the Debtor's bankruptcy counsel while Koffsky Schwalb, LLC and Bartov & Co. serve as special counsels. Donlin Recano & Company, Inc. is the Debtor's administrative agent. On Dec. 16, 2021, the Debtor filed an application under the laws of the British Virgin Islands with the Eastern Caribbean Supreme Court in the High Court of Justice, Commercial Division Virgin Islands (the "BVI Court") seeking the appointment of Paul Pretlove and Charlotte Caulfield of Kalo (BVI) Limited as joint provisional liquidators under the applicable provisions of the BVI Insolvency Act 2003 (the "BVI Proceeding"). The BVI Court entered an order appointing the JPLs on December 20, 2021 (the "JPL Order"). In addition, on April 14, 2022, with the consent of the JPLs and the approval of the BVI Court, the Debtor commenced a proceeding in the District Court of Tel Aviv Yafo for recognition of the Chapter 11 case as a foreign main proceeding under the applicable provisions of Chapter I, Part C of the Insolvency and Rehabilitation Law 5778-2018. The Israeli Court entered an order recognizing the Chapter 11 Case on May 4, 2022. On May 31, 2022, the Debtor filed its proposed Chapter 11 plan of reorganization. AMERICAN PERFORMANCE: Section 341(a) Meeting of Creditors on June 5 ------------------------------------------------------------------- On May 5, 2025, American Performance Polymers LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of New Hampshire According to court filing, the Debtor reports $3,405,109 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under Section 341(a) to be held on June 5, 2025 at 01:30 PM via Telephonic Meeting. About American Performance Polymers LLC American Performance Polymers LLC, located in Colebrook, New Hampshire, produces contamination control products. The Company specializes in nitrile exam gloves, glovebox sleeves and parts, as well as other items like balloons, catering to industries such as pharmaceuticals and biotechnology. American Performance Polymers LLCsought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.H. Case No. 25-10293) on May 5, 2025. In its petition, the Debtor reports zero assets and $3,405,109 in liabilities. The Debtors are represented by Peter N. Tamposi, Esq. at THE TAMPOSI LAW GROUP, P.C. AMERINVEST LLC: APSEC Wins Bid for Debtor's SARE Designation ------------------------------------------------------------ Judge Klinette H. Kindred of the United States Bankruptcy Court for the Eastern District of Virginia granted the motion by APSEC Resolution, LLC to designate Amerinvest, LLC as a single asset real estate debtor under section 101(51B) of the Bankruptcy Code. Amerinvest is a limited liability company formed in 1999 and organized under the laws of the Commonwealth of Virginia, with a principal place of business located at 1602 Mary Ellen Ct., McLean, Virginia. Amerinvest owns three adjacent parcels of real estate in the City of Alexandria. Parcel 1, located at 408 E. Glebe Rd., contains three rental spaces: 408A, 408B and 410 in one building. Parcel 2 is a fenced lot located at 406 E. Glebe Rd., and Parcel 3 is an unfenced lot located at 3006 Richmond Highway. Parcels 1 and 3 are adjacent to one another, with no physical divider between them. In 2018 Amerinvest obtained a business loan from Bank of Hope in the original principal amount of $1,800,000. The loan was made for the purpose of refinancing the parcels and was secured by a deed of trust and assignment of rents covering the three parcels. The Debtor also executed a promissory note in connection with the transaction. The loan was later assigned to APSEC Resolution, LLC. On Dec. 1, 2023, the Debtor defaulted on the loan, which had matured, by failing to pay all amounts due thereunder. A foreclosure was subsequently scheduled but was stayed by the filing of the Debtor's petition under subchapter V of chapter 11 of the Bankruptcy Code. The Debtor's proposed subchapter V plan is entirely reliant on rental income from the parcels for funding. APSEC asserts that Amerinvest qualifies as a single asset real estate entity because: (i) the parcels are the Debtor's only valuable scheduled property, (ii) the Debtor is not engaged in any business activity other than renting out the parcels, (iii) the Debtor's cash from all of the parcels has been commingled in one account along with the personal funds of the Debtor's manager and sole member, (iv) the Debtor's receivables are described as uncollectible, (v) the Debtor's only debts are funds owed to APSEC, unpaid legal fees, a security deposit in relation to one of its leases, and real estate taxes owed on the parcels, and (vi) the debt owed to APSEC is secured by the parcels under the same deed of trust and assignment of rents. Amerinvest contends that the sole issue before the Court is whether the three parcels constitute a single project. It argues that mere common ownership and contiguous boundaries are insufficient to establish this, emphasizing that the properties must be linked by a common plan or scheme for their use. Amerinvest asserts that holding title to and leasing the property cannot suffice for purposes of the single project analysis because it conflates ownership with use. It also argues that because there is no plan to combine these parcels for a common use, they are not a single project. In determining whether Amerinvest's parcels constitute a single project, the Court must determine whether the parcels are used in a common plan or purpose of the Debtor. The most important aspect of this analysis is the use of the parcels. In this case, the evidence is irrefutable: the parcels are all used in the Debtor's common plan to act as a commercial landlord for the parcels, the Court finds. Indeed, the Debtor's only business activity is renting these parcels. The Court points out all of the parcels were purchased simultaneously, are covered by the same deed of trust and assignment of rents and, while the parcels may be legally distinct lots, they are generally treated as one economic unit by the Debtor. According to the Court, this is evidenced by all income from the properties being commingled in one account with the Debtor's manager's personal funds. Additionally, the parcels are all taxed as one unit by the City of Alexandria. Having weighed the evidence and arguments of counsel, the Court finds that Amerinvest has failed to meet its burden to prove that its three parcels do not constitute a single project and that it is not a SARE debtor ineligible to be a small business debtor under subchapter V of the Code. Even if the burden were not on the Debtor, the Court concludes that APSEC's evidence has shown that it is more likely than not, and in fact, convincingly clear, that the Debtor's common purpose for the parcels is to act as a commercial landlord for those parcels, and that the three properties constitute a single project. The Debtor has not presented evidence of a non-common purpose that is greater in probative value than the evidence of common purpose submitted by APSEC. Amerinvest has, in essence, merely claimed it is a real estate holding company. The Court finds that the Debtor is a single asset real estate entity and is consequently ineligible to be a small business debtor under subchapter V of the Code. A copy of the Court's decision is available at https://urlcurt.com/u?l=QB3qJh from PacerMonitor.com. About Amerinvest LLC Amerinvest, LLC is a company in McLean, Va., engaged in renting and leasing real estate properties. Amerinvest filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 24-12069) on Nov. 5, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Daria Karimian as managing member. Judge Klinette H. Kindred oversees the case. The Debtor is represented by: David C. Jones, Jr. David C. Jones, Jr., P.C. Tel: 703-273-7350 Email: davidcjonesjr@gmail.com ANTOINE ESTATES: Case Summary & Five Unsecured Creditors -------------------------------------------------------- Debtor: Antoine Estates, LLC 5014 16th Avenue, Ste 118 Brooklyn, NY 11219 Business Description: Antoine Estates LLC owns a residential apartment building at 9021 Antoine Drive in Houston, Texas. The property's current estimated value is $4 million. Chapter 11 Petition Date: May 6, 2025 Court: United States Bankruptcy Court Eastern District of New York Case No.: 25-42188 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Joseph Y. Balisok, Esq. BALISOK & KAUFMAN PLLC 251 Troy Ave Brooklyn NY 11213 Tel: (718) 928-9607 E-mail: bankruptcy@lawbalisok.com Total Assets: $4,000,101 Total Liabilities: $3,009,000 The petition was signed by Michael Fisher as chief restructuring officer. A full-text copy of the petition, which includes a list of the Debtor's five unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/EANOERY/Antoine_Estates_LLC__nyebke-25-42188__0001.0.pdf?mcid=tGE4TAMA AP FRAMING: Balfour Beatty Wins Bid to Reopen Bankruptcy Case ------------------------------------------------------------- Judge Jeffery W. Cavender of the United States Bankruptcy Court for the Northern District of Georgia granted Balfour Beatty Construction, LLC's motion to reopen the bankruptcy case of AP Framing, Inc. Prior to confirmation of the Debtor's Plan, Balfour Beatty filed a Motion to Deem Late-Filed Proof of Claim Timely stating it had not received notice of the Debtor's bankruptcy case and seeking relief from the Court to allow a late-filed proof of claim. The Court granted Balfour Beatty's motion and deemed its late-filed and unliquidated claim timely by order entered on Jan. 27, 2021. The Plan was confirmed by an order entered on Feb. 10, 2021. Because the Debtor confirmed a non-consensual plan under 11 U.S.C. Sec. 1191(b), the Debtor is not entitled to a discharge until payments are completed under the Plan. Pending completion of Plan payments, however, the Plan includes an injunction preventing the continuation or commencement of actions against the Debtor during the term of the Plan. On March 26, 2022, after confirmation of the Debtor's Plan, Balfour Beatty filed a motion requesting relief from the automatic stay to seek recovery from the Debtor's insurance. Five days later, a consent order was entered modifying the stay to permit Balfour Beatty to continue with the ongoing Civil Litigation for purposes of liquidating damages, to collect against Debtor's insurance carrier only to the extent of available insurance and not against Debtor. A little over one month after entry of the Consent Order, the Debtor's bankruptcy case was closed. The Debtor's Plan provides for yearly payments to unsecured creditors over a five-year period, and payments under the Plan are almost complete. One final installment is due in April of 2026. Balfour Beatty as the holder of an unliquidated claim has received no distributions under the Debtor's plan, the plan makes no provision for reserves for unliquidated claims, and Balfour Beatty is not seeking to liquidate its claims for purposes of obtaining a distribution under the Debtor's Plan. Instead, Balfour Beatty seeks to reopen this bankruptcy case to continue pursuing litigation nominally against the Debtor to collect from the Debtor's insurance. Balfour Beatty's claim arises from an indemnification agreement related to the construction of the Demonbreun Apartments in Charlotte, North Carolina. The Consent Order permitted Balfour Beatty to continue one action in the Superior Court of Fulton County, Georgia, Case No 20-CVS-016165, and three different actions "to pursue any available insurance only" in the Superior Court of North Carolina, Mecklenburg County: (1) Case No. 20-CVS-010180; (2) Case No. 2020-CV-341255; and (3) and Case No. 20-CVS-1272 (Doc. No. 193). Sometime in 2022, Case No. 20-CVS-1272 (the "Demonbreun Case") was dismissed for improper venue. Balfour Beatty then filed a complaint in the Circuit Court of Davidson County, Tennessee against the Debtor commencing Case Number 22C2081, raising substantially the same claims asserted in the Demonbreun Case. Additionally, in 2023, Balfour Beatty filed an answer and third-party complaint, including claims against the Debtor related to the Demonbreun project, in Case Number 20C2292 in the Sixth Circuit Court of Davidson County, Tennessee. The litigation in Tennessee proceeded between Balfour Beatty and the Debtor largely without regard to the Plan injunction. Recently, however, issues with respect to the Debtor's Plan were raised, and some or all the litigation in Tennessee has been stayed pending further direction from this Court. Because the Consent Order specifically allowed Balfour Beatty to proceed with the Demonbreun Case in North Carolina, without any mention of Tennessee, Balfour Beatty seeks to reopen the Debtor's case and obtain relief from the plan injunction to continue the litigation in Tennessee to recover against any applicable insurance. At the Feb. 20 hearing, the Debtor argued the Motion to Reopen should be denied for at least three reasons: (1) Balfour Beatty indisputably had knowledge of this case when it sued AP Framing in the Tennessee Court but failed to obtain relief from the stay and confirmation injunction to do so; (2) it is now nearly four years since the plan of reorganization was confirmed, such that fixing an amount for Balfour Beatty's claim will be of no use to the parties; and (3) the Debtor argues there may well be no insurance policy against which Balfour Beatty could seek payment. The Court finds it appropriate to reopen the bankruptcy case to prevent prejudice to a creditor seeking to pursue litigation nominally against the Debtor given that neither the Debtor nor other creditors will be prejudiced. Despite some question as to the necessity of modification, the Court also finds that modification is appropriate as the Debtor is a necessary party to the litigation, the Court lacks evidence indicating the Debtor will bear material litigation expenses, and, in any event, the creditor seeking relief to collect against insurance cannot collect against the Debtor personally or from its assets. The Debtor's case is reopened pursuant to 11 U.S.C. Sec. 350(b) and Bankruptcy Rule 5010. The Plan injunction is modified to permit Balfour Beatty to continue the litigation in Tennessee for purposes of liquidating its claim and recovering any damages from any available insurance. The Debtor's Plan injunction remains in full force and effect with respect to collection of any judgment against the Debtor or any asset of the Debtor other than insurance. A copy of the Court's decision is available at https://urlcurt.com/u?l=oMxTKM About AP Framing AP Framing, Inc. is a Lawrenceville, Ga.-based company that specializes in turnkey, commercial wood framing. Visit http://www.apframing.comfor more information. On August 10, 2020, AP Framing filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-68856). At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Jones & Walden, LLC was Debtor's legal counsel. The bankruptcy case was closed in 2022. On April 25, 2025, the Court reopened the case. ARCH PRODUCTION: Eric Huebscher Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 2 appointed Eric Huebscher of Huebscher & Co. as Subchapter V trustee for ARCH Production and Design, NYC, Inc. Mr. Huebscher will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Huebscher declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Eric Huebscher Huebscher & Co. 301 E 87th St. - 20E New York, NY 10128 Phone: 917-763-3891 Email: ehuebscher@huebscherconsulting.com About ARCH Production and Design, NYC ARCH Production and Design, NYC, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 25-10390-1) on April 4, 2025. In the petition signed by Evan Collier, president, the Debtor disclosed up to $500,000 in assets and up to $10,000 in liabilities. Mitchell Canter, Esq., at Law Offices of Mitchell J. Canter, represents the Debtor as legal counsel. ARROWHEAD: Auction Credit Loses Bid to Dismiss Adversary Case ------------------------------------------------------------- Judge Mitchell L. Herren of the United States Bankruptcy Court for the District of Kansas denied Auction Credit Enterprises, LLC's motion for judgment on the pleadings in the adversary proceeding captioned as DARCY D WILLIAMSON, Trustee, Plaintiff, vs. AUCTION CREDIT ENTERPRISES, LLC, Defendant, Adv. No. 23-5037 (Bankr. D. Kan.). Debtor Arrowhead Financial ICT, LLC operated a used car dealership in Wichita, Kansas from January 2021 to November 2021. After closing the dealership, Debtor filed for Chapter 11 relief. The United States Trustee subsequently filed a motion for dismissal or conversion of the Chapter 11 case under Sec. 1112(b). After holding an evidentiary hearing, the Court granted the UST's motion, finding that converting the case to one under Chapter 7 was in the best interests of creditors pursuant to Sec. 1112(b). Plaintiff Darcy Williamson, Chapter 7 Trustee, filed a complaint against Defendant Auction Credit Enterprises, LLC, to avoid and recover alleged fraudulent transfers of money made by Debtor Arrowhead Financial ICT, LLC (dba Dale's Truck Sales) to Defendant pursuant to 11 U.S.C. Secs. 548(a)(1)(A) (actual fraud) and (a)(1)(B) (constructive fraud). The underlying basis for the complaint is an alleged embezzlement scheme perpetrated by one of Debtor's employees, Adam Newbrey. In the amended complaint Plaintiff alleges Newbrey's used car dealership, iDeal Enterprises, LLC, had exhausted its available credit and, due to tax liens, was prevented from incurring additional capital. Newbrey devised a scheme to obtain capital to continue operations at iDeal by persuading Dale Hybki, a family friend, to start his own used car dealership in which Newbrey, under the guise of providing assistance and guidance to Hybki, would obtain floorplan loans on behalf of Hybki's new entity and embezzle vehicles for iDeal. Now, Plaintiff, after filing an amended complaint, seeks to avoid sixteen transfers of funds from Debtor to Defendant in the aggregate amount of $147,815 for the repayment of floorplan loans obtained by Debtor from Defendant. Plaintiff argues the transfers are avoidable under Sec. 548(a)(1)(A) because Debtor's employee, Newbrey, acting on Debtor's behalf, allegedly incurred the obligations and made the transfers with actual intent to hinder, delay, or defraud (i.e., actual fraud) (Count I) or, in the alternative, under Sec. 548(a)(1)(B) as Debtor allegedly did not receive reasonably equivalent value for the transfers (i.e., constructive fraud) (Count II). Counts III (recovery of avoided transfers under Sec. 550(a)) and IV (disallowance of claims under Sec. 502(d)) are dependent on the success of Counts I and II. In its motion for judgment on the pleadings under Fed. R. Civ. P. 12(c), Defendant argues Counts I and II of the amended complaint fail because Plaintiff failed to plead any fact that would tend to show Debtor had the intent to hinder, delay or defraud creditors and the transfers were made in payment of antecedent debts, making it impossible for them to be constructively fraudulent since they were, by definition, made for reasonably equivalent value. Because it claims Counts I and II are inadequate, Defendant also argues judgment should be entered for it on Counts III and IV. Defendant argues Plaintiff fails to plead facts connecting Newbrey's scheme to a typical Ponzi scheme; instead, Defendant categorizes Newbrey's scheme as a "desperate attempt to service other debt" by borrowing money from lenders he could not repay to prop up a legitimate yet struggling business, something, it notes, many debtors resort to before filing bankruptcy. The Court finds Plaintiff has pleaded particular facts showing Newbrey's overall operation, effectuated using Debtor's ability to obtain credit, had the characteristics of one: Newbrey had to obtain new floorplan loans from lenders on Debtor's behalf to pay the backlog of prior floorplan lenders whose vehicles had been embezzled and sold by Newbrey, who retained the sales proceeds. Plaintiff's amended complaint alleged facts stating a plausible claim that Newbrey's scheme closely resembled a Ponzi scheme such that Debtor (through Newbrey) possessed the actual intent to defraud its creditors under Sec. 548(a)(1)(A), the Court concludes. Defendant also argues the Debtor, in making the individual transfers, received reasonably equivalent value because Debtor was able to purchase vehicles using the proceeds of the floorplan loans, and the transfers fall within the definition of "value" under Sec. 548(d) as they were made in repayment of the floorplan loans, i.e., antecedent debts. The Court finds Plaintiff's amended complaint alleges sufficient and particular facts showing Debtor did not receive reasonably equivalent value for the transfers when the transfers are analyzed within the context of the overarching fraudulent scheme, and not, as Defendant suggests, in the context of isolated transactions. Plaintiff alleges the transfers were made in the course of Newbrey's fraudulent scheme, and it was Newbrey's other companies that ultimately received the value of the transactions -- not Debtor -- as a result of Newbrey causing Debtor to incur the floorplan loans to purchase vehicles that were often misappropriated by Newbrey. The respective floorplan lenders allegedly did not receive proceeds from the sale by Debtor of particular vehicles they had floorplanned, and Debtor was left responsible for repaying floorplan loans without itself having sold the vehicles tied to those loans, which left Debtor in a condition of increasing insolvency and without the legitimate means to repay the loans. According to the Court, these allegations are sufficient to satisfy the heightened pleading standard of Rule 9(b) to support a claim Debtor did not receive reasonably equivalent value for the transfers made and obligations incurred under Sec. 548(a)(1)(B). Because the Court finds Plaintiff's amended complaint contains sufficient and particular factual allegations showing plausible claims for relief, the Court denies Defendant's motion for judgment on the pleadings. A copy of the Court's decision is available at https://urlcurt.com/u?l=PJkOS2 from PacerMonitor.com. About Arrowhead Financial ICT Arrowhead Financial ICT, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 22-10066) on Feb. 1, 2022, listing as much as $1 million in both assets and liabilities. Judge Mitchell L. Herren oversees the case. Mark Lazzo, Esq., and Justin Balbierz, Esq., at Mark J. Lazzo, P.A. serves as the Debtor's bankruptcy attorneys. The case was converted to Chapter 7 on May 2, 2022. ASBESTOS CORP: Obtains Creditor Protection Under CCAA ----------------------------------------------------- Asbestos Corporation Limited announced on May 7, 2025, that an order from the Superior Court of Quebec (Commercial Division) granting ACL protection under the Companies' Creditors Arrangement Act has been granted. Raymond Chabot Inc. has been appointed pursuant to the Initial Order as monitor of ACL in order to assist the Company with its restructuring efforts and to report to the Court. The application was filed by third parties and the Company became a co-applicant. ACL also filed a petition under Chapter 15 of the US Bankruptcy Code in the Southern District of New York for recognition of the CCAA proceedings in the United States. The Initial Order provides for, among other things, a stay of proceedings in favour of ACL, including a stay of creditor claims, litigation pending against the Company, and of the exercise of contractual rights against the Company, as well as the authorization of Raymond Chabot Inc. to act as foreign representative in recognition proceedings in the United States under the relevant provisions of the United States' applicable laws. A copy of the Initial Order granted by the Court will be available, along with additional information in respect of the CCAA proceedings, on the Monitor's website. Readers are urged to consult the full text of all of these documents for further, more detailed, information. Further news releases will be provided during the CCAA proceedings as required by law and applicable securities regulations, or as otherwise may be determined necessary by the Company or the Court. Documents relating to the restructuring process, such as the Initial Order, the Monitor's reports to the Court, as well as other Court orders and documents shall also be published and made available on the Monitor's website at https://www.raymondchabot.com/en/companies/public-records/asbestos-corporation/. The Company has notified the TSX Venture Exchange (the "TSXV") of the foregoing and expects that its common shares and securities will cease trading on the TSXV upon such date that the TSXV determines. The Company expects to cease reporting as a public reporting issuer. About Asbestos Corp Mazarin Inc. and Asbestos Corporation Limited are two natural resource companies whose focus is on the development of industrial minerals in order to provide value-added products that meet the criteria of customers worldwide with regard to performance and economic and ecological concerns. Mazarin's shares trade on the NEX Board of TSX Venture Exchange under the stock symbol MAZ.H. Asbestos Corporation Limited's shares trade on the NEX Board of TSX Venture Exchange under the stock symbol AB.H. ATM AFFILIATES: Seeks Subchapter V Bankruptcy in Texas ------------------------------------------------------ On May 5, 2025, ATM Affiliates LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas. According to court filing, the Debtor reports between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About ATM Affiliates LLC ATM Affiliates LLC operates in the commercial real estate sector, focusing on leasing nonresidential buildings. The Company primarily leases out properties that are not used as residences, mini warehouses, or self-storage units. ATM Affiliates LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-31668) on May 5, 2025. In its petition, the Debtor reports estimated assets between estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. The Debtors are represented by Joseph Acosta, Esq. at CONDON TOBIN. ATXLUB LLC: Hires Tarbox Law P.C. as Bankruptcy Counsel ------------------------------------------------------- ATXLUB, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Tarbox Law, P.C. as its bankruptcy counsel. The firm will render these services: (a) prepare all necessary legal papers; (b) counsel the Debtor regarding preparation of operating reports, motions for use of cash collateral, and development of Chapter 11 plan of reorganization; (c) advise the Debtor concerning questions arising in the conduct of the administration of the estate and concerning the Trustee's rights and remedies with regard to the estate's assets and the claims of secured, preferred and unsecured creditors and other parties in interest; and (d) assist the Debtor with any and all sales of assets, closings of such sales and distributions to creditors. The firm will be compensated at its standard billing rates plus reimbursement for expenses incurred. Max Tarbox, Esq., an attorney at Tarbox Law, 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: Max R. Tarbox, Esq. Tarbox Law P.C. 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 Fax: (806) 368-9785 Email: tami@tarboxlaw.com About ATXLUB, LLC ATXLUB LLC, d/b/a West Texas Auctions and Metroplex Auctions, operates as an online auction service under the name West Texas Auctions, based in Lubbock, Texas. The Company facilitates public online auctions offering a variety of consumer goods. ATXLUB LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-50105) on April 24, 2025. In its petition, the Debtor reports total assets of $1,306,529 and total liabilities of $2,622,256. The Debtor is represented by Max R. Tarbox, Esq. at TARBOX LAW, P.C. B & M REALTY: Court Awards $1.17MM Damages in Elam, et al. Lawsuit ------------------------------------------------------------------ In the adversary proceeding captioned as B & M REALTY, LLC, PLAINTIFF vs. DWIGHT ELAM, ALLEN SIMMONS, UNITED PROPERTIES, INC., PLUS, and ALIGHT INVESTMENTS/PLUS, LLC, DEFENDANTS, ADVERSARY PROCEEDING NO. 23-00085-5-DMW (Bankr. E.D.N.C.), Judge David M. Warren of the United States Bankruptcy Court for the Eastern District of North Carolina dismissed the complaint against Mr. Simons and Alight and determined that Mr. Elam is the alter ego of United Properties and related entities. Debtor B & M Realty, LLC is awarded damages against Mr. Elam and United Properties in the total amount of $1,173,710.53. This matter comes before the court upon the Complaint filed by the Debtor on Aug. 28, 2023, seeking judgment against Dwight Elam, Allen Simmons, United Properties, Inc., Plus, and Alight Investments/Plus, LLC for damages resulting from fraud, conversion, civil conspiracy, and unfair and deceptive practices and seeking a determination that Mr. Elam and Mr. Simmons are alter egos of United Properties and Alight and the corporate veils of United Properties and Alight should be pierced. In July 2013, upon the death of their father, Ms. Brown-Lindsey and her brother Michael N. Brown inherited multiple parcels of real property ("Properties") located throughout Durham, Granville, Halifax, and Vance Counties, North Carolina which were mostly rented to third parties. At this time, the Properties were encumbered by a lien in favor of U.S. Bank, National Association to secure a loan with an approximate balance of $40,780.00. After returning to North Carolina, the Lindseys determined that the Properties needed various repairs, renovations, and updates that would support rent increases. In October, 2018, a tenant introduced the Lindseys to Mr. Elam, who represented himself as a licensed general contractor who could manage work to the Properties. United Properties was incorporated by Mr. Elam on June 21, 2007 by filing Articles of Incorporation with the North Carolina Secretary of State. United Properties was administratively dissolved on Feb. 5, 2018, prior to the Lindseys meeting Mr. Elam. In addition to United Properties, Mr. Elam formed United Properties Plus, LLC and United Properties PL, LLC on Aug. 7, 2013 and Feb. 14, 2018, respectively. United Properties Plus, LLC was administratively dissolved on Jan. 14, 2016. Mr. Elam used interchangeably the similar names of United Properties, United Properties Plus, LLC, and United Properties PL, LLC, and the three entities have no distinct operations. The court received no evidence that United Properties, United Properties Plus, LLC, and United Properties PL, LLC maintained corporate or financial records or operated with the appropriate corporate governance. Alight is a limited liability company formed by Mr. Elam and Mr. Simmons on April 24, 2017 by filing Articles of Organization with the North Carolina Secretary of State. On Nov. 9, 2018, the Lindseys formed the Plaintiff by filing Articles of Organization with the North Carolina Secretary of State. Subsequently, Ms. Brown-Lindsey and Mr. Brown transferred the Properties to the Plaintiff. Between approximately Oct. 3, 2018 and Dec. 16, 2019, Ms. Brown-Lindsey, on behalf of the Plaintiff, and the Plaintiff paid a total of $114,999.99 by checks to Mr. Elam and United Properties for use in renovating the Properties. In addition, Ms. Brown-Lindsey, on behalf of the Plaintiff, and the Plaintiff paid Mr. Elam at least $25,000.00 in cash. Mr. Elam advised the Lindseys that additional capital beyond the amounts that the Plaintiff was able to pay would be necessary to complete the desired renovations to the Properties, and Mr. Elam began seeking financing on behalf of the Plaintiff. With Mr. Elam's assistance, the Plaintiff obtained several loans, with each obligation secured by some or all the Properties: For each of the Loans, the Lindseys signed loan applications and financial statements prepared by Mr. Elam. These documents contained false financial information, and Mr. Elam often used his contact information in place of that for either the Lindseys or the Plaintiff. From the proceeds of the Loans, Mr. Elam and United Properties received a total of $183,280.17. Mr. Elam and United Properties received a total of $323,280.16 from the Plaintiff and proceeds from the Loans. These funds were property of the Plaintiff and entrusted to Mr. Elam and United Properties for use in renovations of the Properties. Mr. Elam and United Properties produced no evidence of how they utilized these funds. Mr. Elam and United Properties failed to complete any meaningful renovations on the Properties, and they failed to pay for materials and to pay subcontractors. As a result, the Properties did not produce sufficient income to allow the Plaintiff to make required payments on the Loans or to pay assessed ad valorem taxes on the Properties. Due to the financial distress caused by the actions and inactions of Mr. Elam and United Properties, on Sept. 1, 2021, the Plaintiff filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. On Jan. 9, 2023, the court dismissed the Plaintiff's bankruptcy case due to inability to confirm a feasible plan of reorganization. After the dismissal, the Plaintiff sold or surrendered most of the Properties for the benefit of creditors, and on Aug. 1, 2023, the court reopened the case to allow the Plaintiff to reattempt reorganization in light of the disposition of the Properties. On April 4, 2024, the court confirmed a plan of reorganization which allows for additional funding from any recovery made through this adversary proceeding. The Plaintiff has incurred attorneys' fees of $40,060.00 in prosecuting this adversary proceeding. While they may have been tangentially involved in the relationship and transactions between the Plaintiff, Mr. Elam, and United Properties, the Plaintiff did not present sufficient evidence for the court to find Mr. Simmons liable for fraud, conversion, or unfair and deceptive trade practices, for the court to find a civil conspiracy between Mr. Elam and Mr. Simmons, or for the court to pierce the corporate veil of Alight. Through direct payments and proceeds of the Loans, Mr. Elam and United Properties received $323,280.16 of funds belonging to the Plaintiff. Ms. Brown-Lindsey gave credible testimony that these funds were not given to Mr. Elam and United Properties as compensation for their services but entrusted to them for use in renovating the Properties. Mr. Elam provided no evidence to support his assertions that that funds were utilized as intended. The lack of improvement to the Properties discredits that defense, and the court finds that Mr. Elam and United Properties wrongfully converted the Plaintiff's funds for their own benefit. The court received no evidence of any corporate operations distinct from Mr. Elam's fictitious fronting of the corporate name of United Properties, which was dissolved prior to Mr. Elam meeting the Lindseys and the formation of the Plaintiff, as well as the names of United Properties Plus, LLC, and United Properties PL, LLC. The court finds easily that United Properties, United Properties Plus, LLC, and United Properties PL, LLC are mere instrumentalities of Mr. Elam; therefore, the court pierces the corporate veils of United Properties, United Properties Plus, LLC, and United Properties PL, LLC so that Mr. Elam is liable personally for any claims against United Properties, United Properties Plus, LLC, and United Properties PL, LLC. Damages The quantifiable damages to the Plaintiff resulting from Mr. Elam's and United Properties' fraud, conversion, and violation of the UDTPA are $323,280.16, which is the total amount of funds entrusted to them from the Plaintiff. The court adds interest of $54,603.35, calculated at 5% of the damages accruing from September 1, 2021, the date of the Plaintiff's bankruptcy petition, until the oral rendering of judgment on January 15, 2025, for a total of $377,883.51. Pursuant to N.C. Gen. Stat. Sec. 75-16 of the Unfair and Deceptive Trade Practices Act, these damages shall be trebled to $1,133,650.53. In addition, N.C. Gen. Stat. Sec. 75-16.1 allows the court to tax Mr. Elam and United Properties with the Plaintiff's attorneys' fees of $40,060.00, rendering the total amount of Judgment to be $1,173,710.53. A copy of the Court's decision is available at https://urlcurt.com/u?l=oOY73H from PacerMonitor.com. About B & M Realty B & M Realty, LLC is a holding company for real property and to hold that property out for rent. The Debtor filed a petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 21-01955) on Sept. 1, 2021, with up to $1 million in assets and up to $500,000 in liabilities. Judge David M. Warren oversees the case. J.M. Cook, P.A. is the Debtor's legal counsel. BABY K'TAN: Unsecured Creditors to Split $57K in Plan ----------------------------------------------------- Baby K'Tan, LLC, submitted a Modified Subchapter V Plan of Reorganization dated April 7, 2025. On April 2, the Debtor, Upright and Regions convened in settlement conference with Judge Hyman (the "Settlement Conference"). The Settlement Conference resulted in an accord between the Debtor and Regions, subject to approval of the Bankruptcy Court, pursuant to which the Debtor agreed to modify the Plan as detailed herein to provide, among other things: * Plan payments to Regions, in satisfaction of its secured claim, totaling $670,000.00; * Plan payments to Unsecured Creditors, for pro rata distribution totaling $57,000.00; and * Plan period cap on monthly shareholder compensation to no more than $10,000.00. The Debtor anticipates that the Plan will be confirmed in May 2025, distributions to administrative and secured creditors will begin on June 1, 2025. The Debtor projects that total distributions to unsecured creditors will be approximately $57,000.00. The distributions under the Plan will be derived from (i) existing cash on hand on the effective date, (ii) revenues generated by continued business operations; and (iii) net proceeds from the sale of excess inventory and equipment. Class 4 consists of all non-priority unsecured claims. The Debtor estimates that Class 3 claims will total approximately $1,295,009. Every holder of a non-priority unsecured claim against the Debtor shall receive its pro-rata share of the Debtor's projected disposable income, after payment of administrative, priority tax, and secured claims. Payments shall be made monthly commencing in or about July 2028. The Debtor projects that total distributions to unsecured creditors will be approximately $57,000.00. This Class is impaired. Payments required under the Plan will be funded from (i) existing cash on hand on the effective date and (ii) revenues generated by continued operations. A full-text copy of the Modified Subchapter V Plan dated April 7, 2025 is available at https://urlcurt.com/u?l=HF4xjz from PacerMonitor.com at no charge. Counsel for the Debtor: DGIM Law, PLLC Monique D. Hayes, Esq. 2875 NE 191st Street, Suite 705 Aventura, FL 33180 Phone: (305) 763-8708 E-mail: monique@dgimlaw.com About Baby K'tan LLC Baby K'tan, LLC manufactures and sells ready-to-wear and soft fabric wrap pet and baby carrier. The Pet K'tan Pet Carrier is a patented ready-to-wear soft fabric wrap that allows the caregiver to wear their pet in several positions without any complicated wrapping or buckling. The Baby K'tan Baby Carrier has a patented double-loop design that functions as a sling, wrap and baby carrier, yet there is no wrapping, no buckling, and no adjusting any rings. Baby K'tan sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-22671) on Dec. 3, 2024, with up to $1 million in assets and up to $10 million in liabilities. Maria Yip, a certified public accountant and managing partner at Yip Associates, serves as Subchapter V trustee. Judge Peter D. Russin oversees the case. The Debtor is represented by Isaac M Marcushamer, Esq., at DGIM Law, PLLC. Regions Bank, as secured creditor, can be reached through: Ronald B. Cohn, Esq. Burr & Forman, LLP 201 North Franklin Street, Suite 3200 Tampa, FL 33602 Telephone: (813) 221-2626 Facsimile: (813) 221-7335 Email: rcohn@burr.com BEAUTIFUL CITY: Case Summary & Seven Unsecured Creditors -------------------------------------------------------- Debtor: Beautiful City, LLC 1206 North Cross Street Robinson, IL 62454 Chapter 11 Petition Date: May 11, 2025 Court: United States Bankruptcy Court Southern District of Illinois Case No.: 25-60078 Judge: Hon. Mary E Lopinot Debtor's Counsel: Steven M. Wallace, Esq. GOLDBERG HELLER & ANTOGNOLI, P.C. 2227 South State Route 157 Edwardsville, IL 62025 Tel: 618-656-5150 E-mail: Steven@ghalaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kurt Eric Gubelman as manager and member. A full-text copy of the petition, which includes a list of the Debtor's seven unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/5LP556Y/Beautiful_City_LLC__ilsbke-25-60078__0001.0.pdf?mcid=tGE4TAMA BLACK & GOLD: Unsecured Creditors Will Get 4% of Claims in Plan --------------------------------------------------------------- Black & Gold Beer Warehouse, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a Disclosure Statement to accompany Small Business Plan of Reorganization dated April 8, 2025. The Debtor is a beer distributor that operates in the South Side area of Pittsburgh, Pennsylvania. The Debtor operated profitably until there was an audit by the Commonwealth of Pennsylvania, Department of Revenue for the years 2017 through 2019. The audit was overseen by the former accountant who lost all records and could not present the sales records to the auditor resulting in an adverse audit. After the adverse audit, the Debtor hired J&M Tax who was supposed to resolve the audit and take an appeal. This Bankruptcy was filed to allow the Debtor to determine the proper tax liability and pay it over several years. Since the bankruptcy, the Debtor has changed its product mix and how it markets beer sales. The Debtor believes this re-focused sales program will help restore sales to previous levels. The Debtor has operated at a modest profit since the case was filed. The Debtor's accountant has prepared projections which show the ability to fund this plan. Class 4, General Unsecured Creditors. They shall be paid the total amount of $ 4,200.00. This class is impaired. This class is comprised on general non-priority claims of the PA DOR. This class is estimated to be 72,983.60. The projected dividend to this class is 4%. Class 5, Equity interests in the Debtor. The equity will be retained. The Equity interests of the Debtor is not permitted to issue dividends or alter benefits until the Class 4 is paid in full. The Debtor's operations will pay this from operating revenue. A full-text copy of the Disclosure Statement dated April 8, 2025 is available at https://urlcurt.com/u?l=9Ela9a from PacerMonitor.com at no charge. Counsel to the Debtor: Donald R. Calaiaro, Esq. Calaiaro Valencik 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Telephone: (412) 232-0930 Email: dcalaiaro@c-vlaw.com About Black & Gold Beer Warehouse Black & Gold Beer Warehouse, LLC, is a beer distributor that operates in the South Side area of Pittsburgh, Pennsylvania. The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Penn. Case No. 21-22261) on Oct. 15, 2021, listing up to $50,000 in assets and up to $1 million in liabilities. Judge Thomas P. Agresti oversees the case. The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro Valencik, as its bankruptcy counsel. Gelman & Reisman, P.C. and The Law Office of Stephen S. Photopoulos serve as special counsel. BLACKSTONE REAL: Christopher Hayes Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Christopher Hayes as Subchapter V trustee for Blackstone Real Estate Investment, LLC. Mr. Hayes will be paid an hourly fee of $470 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hayes declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christopher Hayes 23 Railroad Avenue, #1238 Danville, CA 94526 Phone: (925) 725-4323 Email: chayestrustee@gmail.com About Blackstone Real Estate Investment Blackstone Real Estate Investment, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 25-40572) on April 2, 2025, with $500,001 to $1 million in both assets and liabilities. Judge William J. Lafferty presides over the case. BLUE DOG: Court Extends Cash Collateral Access to June 29 --------------------------------------------------------- The Blue Dog in Boca, Inc. received another extension from the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division to use cash collateral. The court issued its seventh interim order authorizing the company's interim use of cash collateral through June 29 in accordance with its budget. Square Financial Services, Inc., KYF Global Partners, LLC, AAA Alpha Advisors Alliance, LLC and Sysco Southeast Florida, LLC may have a lien on the cash held by the company. As protection, the creditors were granted replacement liens to the same extent as their pre-bankruptcy liens without prejudice to the rights of the company to seek to void the liens. The next hearing is set for June 24. A copy of the court order and the budget is available at https://shorturl.at/J0tXV from PacerMonitor.com. About The Blue Dog in Boca The Blue Dog in Boca, Inc. is a business located in Boca Raton, Fla., that operates in the hospitality sector. Known for its vibrant atmosphere, the establishment likely serves food and beverages, catering to both locals and tourists in the area. It positions itself as a community-oriented venue, providing entertainment and a social gathering space. Blue Dog in Boca sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-20655) with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Mindy A. Mora oversees the case. The Debtor is represented by: Rachamin Cohen, Esq. Rachamin Cohen Tel: 718-288-9262 Email: rocky@lawcls.com BOTAS SANTA: Unsecureds Owed $1.2M Will Get 8.87% over 4 Years -------------------------------------------------------------- Botas Santa Cruz Corp. and Jose Meza Aguirre filed with the U.S. Bankruptcy Court for the District of Colorado a Joint Plan of Reorganization under Subchapter dated April 7, 2025. Mr. Aguirre is an individual living in Brighton, Colorado, and is the sole owner and operator of Botas, which is a retail store in Greeley, Colorado. Botas is engaged in business selling Western gear and apparel in addition to offering money services such as check cashing and money transfers. In addition to Botas, Mr. Aguirre also owns and operates a grocery and prepared food store, Abarrotes Santa Cruz Corp. Pre-petition, Botas was offering its money services through Intercambio Express. Due to an accounting error in Botas's books and records and within Intercambio's operations, a large balance became due and owing to Intercambio. Despite the best efforts of Botas to resolve the balance, Intercambio initiated a lawsuit against the Debtors. Over the course of approximately one year of litigation, Intercambio added additional claims, adding addition cost to defending the litigation that the Debtors could not afford. Moreover, the litigation took Mr. Aguirres attention away from his businesses, causing additional financial distress to Botas as well as Mr. Aguirre's other companies. The ongoing financial difficulties and the cost of the litigation with Intercambio resulted in the Debtors filing their voluntary petitions for relief pursuant to Chapter 11, Subchapter V in order to restructure their debts and continue to operate Botas as a going concern. The Debtors believe the Plan will be feasible. Notwithstanding the Debtors recent financial setback, Botas was operated for over twenty years by Mr. Aguirre's father and has strong community support that will allow Botas to rebound and become successful under a Plan of Reorganization. Class 5 consists of those unsecured creditors of Mr. Aguirre who hold Allowed Claims that were either scheduled by the Mr. Aguirre as undisputed, or subject to timely filed proofs of claim to which the Debtor does not successfully object. A list of the Class 5 Claimants is attached totaling $1,240,281.77 in unsecured claims. Class 5 shall receive a pro rata distribution equal to Mr. Aguirre's Net Income generated over a four-year period commencing the first full month following the one-year anniversary of the Effective Date of the Plan ("Repayment Term"). Commencing on the first month during the Repayment Term, Mr. Aguirre shall, at the conclusion of each month, set aside in a segregated account an amount equal to the preceding month's Net Income which shall be distributed to Class 5 creditors on a pro rata basis every three months thereafter during the Repayment Term. No interest will be paid on account of Class 5 claims. The estimated amounts to be paid to unsecured creditors is as follows: Repayment Term Year 1 $19,103.49 Repayment Term Year 2 $25,471.32 Repayment Term Year 3 $25,470.72 Repayment Term Year 4 $40,025.16 Total $110,070.69 Based on the estimated distributions, Class 5 Claimants are anticipated to receive approximately 8.87% of their allowed claims from distributions during the Repayment Term. In addition to the payments, Class 5 creditors shall receive a pro rata distribution of all of the net proceeds of any Avoidance Action brought by Mr. Aguirre, less reasonable costs and attorneys' fees incurred by Mr. Aguirre to pursue the claim through litigation, settlement, and/or collection. Mr. Aguirre do not believe any such claims exist at this time. Class E consists of those unsecured creditors of Botas who hold Allowed Claims that were either scheduled by Botas as undisputed, or subject to timely filed proofs of claim to which the Debtor does not successfully object. A list of the Class E Claimants is attached, totaling $267,116.63. Class E shall receive a pro rata distribution equal to Botas's Net Revenue calculated on a quarterly basis for a four-year period commencing on the second calendar quarter following the one-year anniversary of the Effective Date of the Plan ("Repayment Term"). Commencing on the second calendar quarter during the Repayment Term, Botas shall, at the conclusion of each month, set aside in a segregated account an amount equal to the preceding quarter's Net Income which shall be distributed to Class E creditors on a pro rata basis every calendar quarter thereafter during the Repayment Term. Based on Botas's projections, Botas estimates that the following amounts will be paid on account of Class E Claims: Year 1 $63,548.92 Year 2 $108,891.00 Year 3 $108,891.00 Year 4 $108,891.00 Total $390,221.92 Based on the estimated distributions, Class E Claimants are anticipated to be paid in full during the Repayment Term. All distributions shall be made by Botas to creditors in the event of a consensual confirmation of the Plan. In the event of a nonconsensual confirmation of the Plan, all distribution amounts shall be paid to the Subchapter V Trustee, who shall first deduct any fees associated with making distributions under the Plan, and then distribute the remaining funds on a pro rata basis to unsecured creditors. Class 6 includes Interests in Mr. Aguirre's estate held by Mr. Aguirre. Class 6 is unimpaired by this Plan. On the Effective Date of the Plan, Class 5 Interest Holders shall retain their Interests in the property which they owned prior to the Confirmation Date, subject to the terms of the Plan. Class F includes Interests in Botas held by Mr. Aguirre. Class F is unimpaired by this Plan. On the Effective Date of the Plan, Class F shall retain his Interests in Botas subject to the terms of the Plan. The Debtors' Plan is feasible based upon the Debtors' prepared projections. The projections represent a conservative analysis of the anticipated revenue to be generated over the next five years, and the payments to creditors. As set forth in the Projections, the Debtors are anticipated to have positive income after the first year of the Plan. A full-text copy of the Joint Plan dated April 7, 2025 is available at https://urlcurt.com/u?l=f9t7d4 from PacerMonitor.com at no charge. Counsel to the Debtors: Keri L. Riley, Esq. Kutner Brinen Dickey Riley, PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-2910 Email: klr@kutnerlaw.com About Botas Santa Cruz Corp. Botas Santa Cruz Corp. is a clothing and clothing accessories retailer in Greeley, Colo. Botas Santa Cruz sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 25-10061) on Jan. 6, 2025, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Jose Meza Aguirre, president of Botas Santa Cruz, signed the petition. Judge Thomas B. McNamara presides over the case. Keri L. Riley, Esq., at Kutner Brinen Dickey Riley P.C., is the Debtor's legal counsel. BOY SCOUTS: Wins Bid to Dismiss Spece Sexual Abuse Lawsuit ---------------------------------------------------------- Chief Magistrate Judge Daryl F. Bloom of the United States District Court for the Middle District of Pennsylvania will grant Boy Scouts of America's motion to dismiss the lawsuit captioned as JUSTIN SPECE, Plaintiff, v. BOY SCOUTS OF AMERICA, Defendant, Case No. 1:21-cv-00511 (M.D. Pa.). The case will dismissed with prejudice. The plaintiff's motion to appoint counsel will be denied. Pending before the court is the defendant's motion to dismiss the pro se prisoner-plaintiff's complaint. The plaintiff, Justin Spece, is an inmate incarcerated in the Pennsylvania Department of Corrections at the State Correctional Institution at Huntingdon. Spece brought this lawsuit in March of 2021 against the defendant, the Boy Scouts of America, alleging that between 1990 and 1992, he was sexually abused by one of his BSA pack leaders. Shortly after the case was filed, BSA filed a suggestion of bankruptcy, and this matter was stayed pending those bankruptcy proceedings. The case has remained stayed throughout the pendency of those proceedings. The United States Bankruptcy Court for the District of Delaware entered an order confirming the debtors' Third Modified Fifth Amended Chapter 11 Plan of Reorganization, in September of 2022. The United States District Court for the District of Delaware affirmed the Confirmation Order on March 28, 2023. After several groups of claimants and insurers appealed, the Third Circuit Court of Appeals denied motions to stay the effectiveness of the Plan pending appeal. As of April 19, 2023, the Plan became effective. The Plan provides that liability for all Direct Abuse Claims shall be assumed in full by the Settlement Trust without further act, deed, or court order and shall be satisfied solely from the Settlement Trust as set forth in the Settlement Trust Documents. The Discharge Injunction provides that a holder of a Direct Abuse Claim shall be precluded and permanently enjoined from commencing or continuing any action or other proceeding of any kind against the Debtors, Reorganized BSA, the Settlement Trust, or its or their respective property. Further, the Channeling Injunction states that the sole recourse for the holder of an Abuse Claim shall be to and against the Settlement Trust pursuant to Settlement Trust Documents, and such holder shall have no right whatsoever at any time to assert such Abuse Claim against any Protected Party. The defendant is included in the definition of Debtors and Protected Parties under the Plan, and the plaintiff qualifies as a holder of a Direct Abuse Claim based upon his allegations in the complaint. Motion to Dismiss BSA filed a motion to dismiss Spece's complaint, asserting that the bankruptcy court's issuance of the Confirmation Order, Plan of Reorganization, Discharge Injunction, and Channeling Injunction provides the sole remedy for the plaintiff to be compensated for his claims of abuse. For his part, the plaintiff did not respond to the motion but instead filed a motion to appoint counsel. The Court concludes that the plaintiff's claim is subject to the Plan and Injunctions. Thus, dismissal of the plaintiff's complaint is appropriate. Motion to Appoint Counsel The plaintiff's motion to appoint counsel indicates that he would like counsel appointed to file an opposition to the instant motion. Judge Bloom says that while they understand the plaintiff's interest in securing court-appointed counsel, they also recognize that there is neither a constitutional nor a statutory right to counsel for civil litigants. He holds that they cannot conclude that appointing counsel for the plaintiff would be appropriate. Accordingly, they will deny the plaintiff's motion to appoint counsel. A copy of the Court's decision is available at https://urlcurt.com/u?l=AkY06U from PacerMonitor.com. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. The Debtors obtained confirmation of their Third Modified Fifth Amended Chapter 11 Plan of Reorganization (with Technical Modifications) on September 8, 2022. The Order was affirmed on March 28, 2023. The Plan was declared effective on April 19, 2023. The Hon. Barbara J. House (Ret.) has been appointed as trustee of the BSA Settlement Trust. BULA DEVELOPMENTS: Court Tosses Mora, et al. Adversary Proceeding ----------------------------------------------------------------- Judge Christopher Klein of the United States Bankruptcy Court for the Eastern District of California granted the motion filed by certain defendants to dismiss the adversary proceeding captioned as NATASHA MORA, CESAR MORA, FAIZAL AWADAN, AND SHAINAZ AWADAN, Plaintiffs, v. SBS TRUST DEED NETWORK, BLACK HORSE CAPITAL INC., FINE CAPITAL, DANIEL BENSHIMON, TODD BERNSTEIN AS TRUSTEE OF TB TRUST DATED MAY 8, 1997, KAREN ALWEIL, AND LOVE GMC HOLDINGS, LLC, Defendants, Adv. Pro. 2025-02008 (Bankr. E.D. Cal.). On Jan. 17, 2025, Natasha Mora, Cesar Mora, Faizal Awadan and Shainaz Awadan filed this Adversary Proceeding No. 2025-02008. The Complaint alleges seven counts: (1) Injunction Sec. 105(a); (2) &(3) Set aside Transfer under Sec. 549 (two counts); (4) Void State Court Unlawful Detainer Judgment and related State Court orders; (5) Writ of Assistance restoring Plaintiffs to possession per Federal Rule of Civil Procedure 70(d), as incorporated by Federal Rule of Bankruptcy Procedure 7070; (6) Injunction under Sec. 362(a); (7) Unspecified Additional Relief. The bone of contention is the Plaintiffs' attack on the transfer by foreclosure of real property commonly known as 6389 Castejon Drive, La Jolla, California 92307, and the ensuing lockout by order of the San Diego County Superior Court. The Plaintiffs ask the Court to enter miscellaneous orders that operate from the premise that the foreclosure of 6389 Castejon Drive was invalid under California Civil Code Sec. 2924m. The Defendants SBS Trust Deed Network, Black Horse Capital Inc. and Fine Capital Investments move to dismiss the Complaint for Injunctive Relief and to Void Transfer filed by the Plaintiffs, The theories of the motion under Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6) are: lack of standing, lack of subject-matter jurisdiction, and failure to state a claim upon which relief may be granted. The Court finds Plaintiffs lack standing to assert seven causes of action for which the chapter 11 trustee has exclusive standing. According to the Court, there is no defect in the foreclosure on account of the California Civil Code Sec. 2924m provisions making accommodations for "eligible tenant buyers" because the Plaintiffs do not qualify as "eligible tenant buyers" and do not qualify as "eligible bidders." The validity of foreclosure has been rendered res judicata, i.e. claim and issue preclusive, by virtue of final orders of California courts of competent jurisdiction, the Court concludes. A copy of the Court's decision is available at https://urlcurt.com/u?l=Gex38F from PacerMonitor.com. About Bula Developments Bula Developments, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-24619) on Dec. 26, 2023, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Gabriel E. Liberman, Esq. at the Law Offices of Gabriel Liberman, APC represents the Debtor as counsel. C & C ELECTRIC: Gets Extension to Access Cash Collateral -------------------------------------------------------- C & C Electric, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to continue to use cash collateral pending the final hearing on May 27. The order penned by Judge Randal Mashburn authorized the company's interim use of cash collateral in accordance with its budget, provided that the value of its inventory and bank account in the amount of $38,196.16 does not decrease during the interim period. The court's initial order issued on April 21 allowed the company to access cash collateral until April 29. The creditors that may assert a lien on the cash collateral are First Bank, CHTD Company, Corporation Service Company, as representative, Iruka Capital Group, and the U.S. Small Business Administration. As protection, these secured creditors will receive a replacement lien on C & C's post-petition property and proceeds thereof, to the same extent and with the same priority as its pre-bankruptcy lien. First Bank is represented by: David G. Mangum, Esq. 2303 8th Avenue South Nashville, TN 37204 Phone: (615) 255-8690 Fax: (615) 255-2766 notice@davidmangum.com About C & C Electric C & C Electric, LLC is an electrical contracting business located in Smyrna, Tenn., offering a wide range of electrical services for both residential and commercial clients, including new construction, remodels, rewires, and electrical repairs. It also specializes in upgrading electrical systems and retrofitting lights to LED. C & C Electric sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 25-01491) on April 8, 2025, listing total assets of $81,754 and total liabilities of $1,670,076. Judge Randal S. Mashburn oversees the case. The Debtor is represented by Jay R. Lefkovitz, Esq., at Lefkovitz & Lefkovitz. C & C FREIGHT: Todd Hennings Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 21 appointed Todd Hennings, Esq., at Macey, Wilensky & Hennings, LLP as Subchapter V trustee for C & C Freight Network, LLC. Mr. Hennings will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hennings declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Todd E. Hennings, Esq. Macey, Wilensky & Hennings, LLP 5500 Interstate North Parkway, Suite 435 Sandy Springs, GA 30328 Phone: (404) 584-1222 Email: info@joneswalden.com About C & C Freight Network C & C Freight Network, LLC is an interstate freight carrier based in Braselton, Ga., specializing in transporting general freight, refrigerated goods, and paper products using dry van and reefer trailers. C & C Freight Network sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-20475) on April 7, 2025. In its petition, the Debtor reported estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. Judge James R. Sacca handles the case. The Debtor is represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C. CARTOPIA II: Case Summary & 11 Unsecured Creditors -------------------------------------------------- Debtor: Cartopia II, LLC 1325 Walnut St. Rogers, AR 72756 Business Description: Cartopia II, LLC is an automotive equipment rental and leasing company based in Rogers, Arkansas. Chapter 11 Petition Date: May 9, 2025 Court: United States Bankruptcy Court Western District of Arkansas Case No.: 25-70802 Judge: Hon. Bianca M. Rucker Debtor's Counsel: Stanley V. Bond, Esq. BOND LAW OFFICE 525 S. School Ave. Suite 100 Fayetteville, AR 72701 Tel: 479-444-0255 Fax: 479-235-2827 E-mail: attybond@me.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dustin Kerr as president of operations. A full-text copy of the petition, which includes a list of the Debtor's 11 unsecured creditors, is available for free on PacerMonitor at: https://www.pacermonitor.com/view/NOOM57Y/Cartopia_II_LLC__arwbke-25-70802__0001.0.pdf?mcid=tGE4TAMA CASH CLOUD: Court Denies Motions for Sanctions in McAlary Suit -------------------------------------------------------------- Chief Judge Andrew P. Gordon of the United States District Court for the District of Nevada ruled on the motions filed by the parties in the adversary proceeding captioned as OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CASH CLOUD, INC., d/b/a COIN CLOUD Plaintiff v. CHRISTOPHER MCALARY, Defendant and Third-Party Plaintiff v. AMONDO REDMOND, Third-Party Defendant, Adversary No. 23-01125 (D. Nev.). The Official Committee of Unsecured Creditors of Cash Cloud (UCC) brings this derivative adversary suit on behalf of debtor Cash Cloud, Inc. (d/b/a Coin Cloud) against Christopher McAlary, its former owner, officer, and director. Count I of the UCC's complaint alleges that McAlary breached his "fiduciary duties of care, loyalty, and good faith" to Cash Cloud pre-bankruptcy by, among other things, engaging in self-dealing transactions, approving frivolous expenditures, causing Cash Cloud to purchase unnecessary electronic cash machines, approving a "premature" software roll-out, and implementing "inadequate policies and procedures concerning cash management and handling" that led to theft of Cash Cloud funds. McAlary moves for sanctions against the UCC under Federal Rule of Bankruptcy Procedure 9011. The Court finds three of McAlary's arguments about Count I -- that it was filed for an improper purpose, that it is legally frivolous, and that the UCC failed to conduct a reasonable pre-filing investigation -- are untimely. But McAlary's argument that the UCC's continued pursuit of Count I is factually frivolous in violation of Rule 9011(b)(3) is timely and was not waived. Because McAlary's challenges to the complaint's sufficiency are untimely, no dispositive motions have been filed, and discovery is still open, McAlary's request for sanctions is premature, the Court concludes. Accordingly, McAlary's motion is denied without prejudice. The UCC moves for sanctions against McAlary, arguing that his motion for sanctions is frivolous and for an improper purpose. The UCC claims that sanctions are appropriate because McAlary's motion is procedurally defective, contains only arguments that he has waived, is without merit, is an improper proxy for a motion to dismiss, is a collateral attack on the Bankruptcy Court's order granting the UCC derivative standing, and baselessly attacks the UCC's integrity. The Court finds McAlary's motion is not procedurally defective. Though some arguments in McAlary's motion are untimely, the UCC's motion does not address McAlary's contention that the UCC continues to maintain Count I without a factual basis. Thus, the UCC's motion for sanctions is denied. McAlary moves to strike the UCC's motion for sanctions because the UCC did not comply with Rule 9011(c)'s safe harbor provision. According to the Court, because the UCC's Rule 9011 motion is a request for sanctions based on McAlary's own sanctions motion, the UCC did not need to satisfy the safe harbor requirements. Therefore, McAlary's motion to strike the UCC's motion for sanctions is denied. A copy of the Court's decision is available at https://urlcurt.com/u?l=k3Hg2E from PacerMonitor.com. About Cash Cloud Cash Cloud Inc., doing business as Coin Cloud, operates automated teller machines for buying and selling Bitcoin, Ethereum, Dogecoin, and more than 40 other digital currencies with cash, card and more. Cash Cloud sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-10423) on Feb. 7, 2023, with $50 million to $100 million in assets and 100 million to $500 million in liabilities. Chris McAlary, president of Cash Cloud, signed the petition. Judge Mike K. Nakagawa oversees the case. The Debtor tapped Fox Rothschild, LLP as bankruptcy counsel; Baker & Hostetler, LLP as regulatory counsel; and Province, LLC as financial advisor. Stretto is the claims agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's case. The committee tapped McDonald Carano, LLP and Seward & Kissel, LLP as legal counsels; and FTI Consulting, Inc. as financial advisor. CDK GLOBAL II: S&P Downgrades ICR to 'B-', Outlook Stable --------------------------------------------------------- S&P Global Ratings lowered all ratings on CDK Global II LLC (CDK), including the issuer credit rating to 'B-' from 'B+'. The stable outlook reflects S&P' expectations that the company will maintain sufficient revolver availability, with modest temporary draws, as it navigates a path that includes product and marketing initiatives to strengthen operations. S&P said, "We expect CDK's S&P Global Ratings-adjusted leverage and interest coverage to stay persistently weak after first-quarter 2025 results, supporting the lower ratings. Since our last rating action in Feb. 2025, higher churn rates and a larger EBITDA decline in its first quarter will make it more difficult for CDK to restore credit metrics to pre-cyber incident levels. The company's performance continues to be affected by 2024 issues and it continues spending to modernize its product offerings. Our reassessment of its credit profile leads us to believe its adjusted leverage would stay above 9x for a longer period and EBITDA coverage of interest expense is likely to stay at thin levels, remaining near the low 1x area. These credit metrics are characteristic of the 'B-' rating level and support our updated comparable ratings analysis. We do not expect any material debt reduction this year and believe CDK will use any excess cash flows to mostly cover litigation payments resulting from the recent auto dealership litigation settlement. "We believe competitive pressures have intensified such that CDK will likely take longer to improve its credit profile. The company faces more challenges as it defends its leading market position in the dealer management system (DMS) business, providing software as a service (SaaS) to a large customer base that include single- and multi-location auto dealers. Following a tough 2024 fiscal year when CDK experienced cyber-related issues, business recovery is taking longer as industry peers are likely encroaching on its market position and slowly taking share. While the company announced it has won several large contracts for lengthy terms, we now believe these may not be sufficient to bring performance trends back to pre-cyber incident levels in 2025. "Adding to our less favorable view is the company's part-owner, Brookfield Business Partners L.P., recent announcement on its first-quarter earnings call that CDK has seen higher customer churn, particularly among single-product users though business with larger customers appear to be stabilizing. We conclude CDK is facing a bumpy road reversing retention issues. Brookfield also noted that CDK is elevating its business investments to position the company for the longer term. However, we are cautious on the timing and amount of operational benefits. We therefore reassessed our views on the business risk profile to fair from satisfactory. "Tariff uncertainties, which are more pronounced since our last rating action in February 2025, could hurt CDK this year. U.S. auto sales reached record levels due to significant pre-buys in March and April as car buyers rushed to dealers ahead of tariffs likely contributing favorably to CDK's transaction revenues. Going forward, we think as consumers' wallets shrink on back-to-back macroeconomic shocks of high vehicle prices, ongoing inflation, and rising unemployment, auto sales will decline. S&P Global Ratings anticipates U.S. light vehicle sales this year could decline in the low-single-digit area annually because of tariff price increases on consumer affordability. This could lead to a decline in nonsubscription revenues at CDK, which comprises about 15% of total revenues. Though a smaller portion of revenues at about 1%, hardware equipment that CDK sells to customers could also be subject to tariffs. Reduced availability and price hikes could delay equipment upgrades, further hampering the company's performance this year. "Any outstanding revolver borrowings become current in mid-2026 and are subject to covenant limitations. CDK would have to improve performance to achieve a successful refinancing as its debt trading prices are trending lower. Some flexibility is provided by the extended nature of debt maturities for the first-lien notes and term loan. There are some covenant limitations that could restrict revolver borrowings based on a net first-lien leverage ratio of no greater than 9.47x to 1x if the revolver is drawn 40%. We understand the ratio was 6.6x as of first quarter 2025, providing an some cushion for now. "Litigation risks are ongoing, serving as a distraction to management and adding to costs. CDK recently settled two lawsuits, which were large and financially burdensome. Ongoing lawsuits include those related to competition matters and the cyber incident. We have no special insights on how these lawsuits could unfold and will continue to monitor expenses, court awards, and settlements on the company's prospective business and financial performance. "The stable outlook reflects our expectation that CDK will maintain ample revolver availability without sustained material usage as it navigates a path to operational improvement that includes product and marketing initiatives to strengthen operations. "We could take a negative rating action if believe CDK's path to recovery is taking longer and more difficult than we now project, aggravating its ability to generate sufficient cash flows while credit metrics continue to deteriorate. This would likely lead us to view its capital structure as unsustainable." This could occur if: -- S&P sees persistent, meaningful revolver borrowings; -- S&P believes customer retention and wins rates are hurting more, likely due to competitive pressures or business execution issues; -- Prolonged margin hits from elevated investments that do not yield timely and sufficient returns; or -- Though unlikely, CDK engages in debt-funded mergers and acquisitions that S&P views as immediately nonaccretive or large, debt-funded dividends. S&P could take a positive rating action if CDK's performance recovers. This could occur if: -- S&P believes CDK improves retention and customer churns such that that it sees ongoing progress of the top line reverting to 2023 levels; - EBITDA strengthens and contributes to leverage trending below 7x and interest coverage approaching 2x; and -- Cash flow improves on profit conversion and leads to free operating cash flow (FOCF) to debt in the mid-single-digit percent area. CELSIUS NETWORK: Ionic Loses Bid to Dismiss Vejseli, et al. Suit ---------------------------------------------------------------- Vice Chancellor Bonnie W. David of the Delaware Chancery Court denied the defendants' motion to dismiss the class action lawsuit captioned as VETON VEJSELI, BRETT PERRY, and CHRISTOPHER VILLINGER, on behalf of themselves and all similarly situated stockholders of Ionic Digital, Inc., Plaintiffs, v. SCOTT DUFFY, THOMAS DIFIORE, SCOTT FLANDERS, ELIZABETH LAPUMA, and IONIC DIGITAL, INC., Defendants, C.A. No. 2025-0232-BWD (Del. Ch.) under Court of Chancery Rule 23.1. The defendants' motion to dismiss under Court of Chancery Rules 12(b)(6) and 23 are deferred until trial. The plaintiffs in this expedited action are stockholders of Ionic Digital, Inc., a cryptocurrency mining company that was formed in January 2024 as part of Celsius Network, LLC's Chapter 11 bankruptcy proceeding. In connection with Ionic's upcoming annual meeting, the plaintiffs submitted notices nominating two candidates to serve as "Class I" directors on the company's classified board of directors. But days later, the plaintiffs learned that the Board had resolved to amend Ionic's bylaws to reduce the size of the Board, such that only one seat will be up for election at the annual meeting. On March 19, Plaintiffs filed the operative Amended Complaint, which asserts four counts: Count I alleges a claim challenging the Board Reduction Resolution as a breach of fiduciary duty; Count II alleges a claim challenging the Board Reduction Resolution under the Bylaws; Count III alleges a claim challenging the Board's rejection of the Nomination Notice as a breach of fiduciary duty; and Count IV alleges a disclosure claim. Defendants have moved to dismiss Counts I and II of the Amended Complaint under Court of Chancery Rule 23.1. Count I alleges that the Board Reduction Resolution is the product of a breach of fiduciary duty because it is not a proportional response to any reasonably perceived threat to corporate policy and effectiveness and interferes with "the fair exercise of the stockholder franchise at the Annual Meeting. Count II alleges that the Board Reduction Resolution violates the Bylaws, which require that the Board shall consist of no less than five members. Both counts seek to invalidate the Board Reduction Resolution so that stockholders can elect two directors instead of one at the upcoming Annual Meeting. Defendants contend that Counts I and II are derivative dilution claims that belong to Ionic, and Plaintiffs must therefore satisfy the requirements for derivative standing under Court of Chancery Rule 23.1 -- including by pleading with particularity that their failure to make a demand is excused, which Plaintiffs make no effort to do. Plaintiffs respond that Counts I and II are not derivative, but direct, claims. Because Counts I and II allege direct claims, the Motion to Dismiss under Rule 23.1 is denied, the Court finds. Defendants move to dismiss Counts II, III, and IV under Court of Chancery Rule 12(b)(6) for failure to state a claim on which relief may be granted. Defendants also move to dismiss Counts I, II, III, and IV as to any class under Court of Chancery Rule 23, asserting that these counts cannot be maintained as class claims by Plaintiffs. The Court concludes it will be most efficient to address the parties' remaining arguments on a full record as part of its post-trial ruling. A copy of the Court's decision is available at https://urlcurt.com/u?l=fKmLSP Attorneys for Plaintiffs Veton Vejseli, Brett Perry, and Christopher Villinger: A. Thompson Bayliss, Esq. Daniel J. McBride, Esq. Nicholas F. Mastria, Esq. ABRAMS & BAYLISS LLP 20 Montchanin Road, Suite 200 Wilmington, DE 19807 Phone: (302) 778-1000 E-mail: bayliss@abramsbayliss.com mcbride@abramsbayliss.com mastria@abramsbayliss.com - and - Adrienne M. Ward, Esq. Lori MarksEsterman, Esq. Jacqueline Y. Ma, Esq. Daniel M. Stone, Esq. OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York, NY 10019 Phone: (212) 451-2300 Fax: (212) 451-2222 E-mail: award@olshanlaw.com lmarksesterman@olshanlaw.com jma@olshanlaw.com Attorneys for Defendants Scott Duffy, Thomas DiFiore, Scott Flanders, and Ionic Digital, Inc.: Martin S. Lessner, Esq. Alberto E. Chávez, Esq. Andrew J. Czerkawski, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Wilmington, DE; 1000 North King Street Wilmington, Delaware 19801 Phone: (302) 571-6600 Fax: (302) 571-1253 E-mail: mlessner@ycst.com achavez@ycst.com aczerkawski@ycst.com Attorneys for Defendant Elizabeth LaPuma: Bradford J. Sandler, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Phone: (302) 652-4100 Fax: (302) 652-4400 E-mail: bsandler@pszjlaw.com About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. * * * On November 9, 2023, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order Confirming the Modified Joint Chapter 11 Plan of Celsius Network LLC and Its Debtor Affiliates. The Effective Date of the Plan occurred January 31, 2024. CELSIUS NETWORK: Spadafora Loses Bid to Dismiss Adversary Case -------------------------------------------------------------- Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York denied Christopher Spadafora's motion to dismiss the adversary proceeding captioned as MOHSIN Y. MEGHJI, LITIGATION ADMINISTRATOR, AS REPRESENTATIVE FOR THE POSTEFFECTIVE DATE DEBTORS, Plaintiff, v. CHRISTOPHER SPADAFORA and CLOUDFLARE, INC., Defendants, Adv. Pro. 24-03981 (Bankr. S.D.N.Y.). Mr. Spadafora is one of the founders of BadgerDAO, a decentralized autonomous organization whose stated mission is to allow its members to use Bitcoin as collateral across decentralized finance. Although domiciled in Canada, he solicits and conducts business in the United States. On Dec. 2, 2021, hackers stole 900 Bitcoin worth $50 million that Celsius had deposited on BadgerDAO through a phishing scam. This hack stemmed from a cybersecurity vulnerability in the security software BadgerDAO used to protect the platform. Unbeknownst to Celsius and Mr. Spadafora, BadgerDAO had been relying on Cloudflare's free and least secure security software to safeguard its assets. Mr. Spadafora presses his motion primarily under Fed. R. Civ. P. 12(b)(2), arguing that the Court does not have personal jurisdiction over him. The only issue concerning personal jurisdiction is whether the complaint sufficiently alleges specific jurisdiction (rather than general jurisdiction). The complaint alleges that Mr. Spadafora should have known: (a) the industry standards, (b) that BadgerDAO was not meeting those standards, and (c) solicited millions of dollars in investments from Celsius while ignoring these crucial facts. The Court finds it has specific personal jurisdiction over Mr. Spadafora because he has minimum contacts with the United States. The causes of action against him relate to his specific conduct directed at Celsius in New York which allegedly resulted in damages of at least $50 million to Celsius. Mr. Spadafora continued to target the United States forum by maintaining ongoing contact with employees advertising new features and products of BadgerDAO, essentially becoming the point of contact for both BadgerDAO and Celsius. According to the Court, Mr. Spadafora's continuous solicitation of Celsius in the United States, despite claiming that he was unaware of the platform's security defects, relates to the underlying negligence claim and establishes the necessary connection between the defendant, the forum, and the litigation. Thus, exercising jurisdiction over Mr. Spadafora is reasonable, the Court concludes. A copy of the Court's decision is available at https://urlcurt.com/u?l=5CvkIh from PacerMonitor.com. Counsel for Christopher Spadafora: Debra A. Dandeneau, Esq. David Zaslowsky, Esq. Kirsten Dooley, Esq. Baker & McKenzie LLP 452 Fifth Avenue New York, NY 10018 E-mail: debra.dandeneau@bakermckenzie.com david.zaslowsky@bakermckenzie.com kirsten.dooley@bakermckenzie.com Counsel for the Litigation Administrator: Joshua D. Weedman, Esq, Samuel P. Hershey, Esq. Renza Demoulin, Esq. WHITE & CASE LLP 1221 Avenue of the Americas New York, NY 10020 E-mail: jweedman@whitecase.com sam.hershey@whitecase.com About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. * * * On November 9, 2023, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order Confirming the Modified Joint Chapter 11 Plan of Celsius Network LLC and Its Debtor Affiliates. The Effective Date of the Plan occurred January 31, 2024. CGI FUND I: Secured Party Sets May 19 Auction --------------------------------------------- CBRE Capital Markets Inc. ("CBRE"), on behalf of CRE Debt Fund TRS LLC ("Secured Party"), offers for sale at a public auction on May 19, 2024, at 10:00 a.m. (New York Time) conducted both via Zoom and in-person at the offices of McCarter & English LLP, 250 W. 55th Street, 13th Floor, New York, New York 10019, in connection with a Uniform Commercial Code sale, 100% of the partnership interest in CGI Fund I Biltmore LP ("mortgage borrower"), which is the sole owner of the property located at 550 Biltmore Way, Coral Gables, Florida 33134. The interests are owned by CGI Fund I Biltmore GP LLC ("GP Pledgor") and CGI Fund Biltmore LP LLC ("LP Pledgor"), having their principal place of business at 3480 Main Highway, Suite 200, Coconut Grove, Florida 33133. The secured party is the lender on a loan made to the mortgage borrower ("loan"). In connection with the loan, the pledgor has granted to the secured party a first priority lien on the interest pursuant to that certain pledge and security agreement dated as of May 5, 2021, made by pledgor in favor of the secured party. The secured party is offering the interests for sale in connection with the foreclosure on the pledge of such interests. The loan is also secured by a mortgage on real property owned by the mortgage borrower or otherwise affecting the property ("mortgage loan"). The secured party may, prior to the sale, assign all of its right, title and interest in and to the loan and in the case of such assignment the assignee will be considered the "Secured Party" for all purposes hereunder. All bids must be for cash, and the successful bidder must be prepared to deliver immediately available good funds as required by the terms of sale and otherwise comply with the bidding requirements and terms of sale. Interested parties seeking additional information concerning the interests, the requirements for obtaining information and bidding on bidding on the interests and terms of sale should execute the confidentiality agreement which can be reviewed at https://tinyurl.com/BiltmoreUCC. For questions and inquiries, contact CBREUCCSale@cbre.com. CHEEMA INVESTMENTS: Christopher Hayes Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Christopher Hayes as Subchapter V trustee for Cheema Investments, LLC. Mr. Hayes will be paid an hourly fee of $470 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hayes declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christopher Hayes 23 Railroad Avenue, #1238 Danville, CA 94526 Phone: (925) 725-4323 Email: chayestrustee@gmail.com About Cheema Investments Cheema Investments, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 25-11064) on April 2, 2025, with $100,001 to $500,000 in both assets and liabilities. Judge Rene Lastreto II presides over the case. Beilal M. Chatila, Esq. at the Law Office of Beilal Chatila represents the Debtor as bankruptcy counsel. CINEMEX EAST 62ND: Parent Wins Bid to Dismiss 400 East 62nd Case ---------------------------------------------------------------- Judge Jennifer L. Rochon of the United States District Court for the Southern District of New York granted Grupo Cinemex, S.A. DE C.V.'s motion to dismiss the second amended complaint in the case captioned as 400 EAST 62ND PROPERTIES, LLC, Plaintiff, -against- GRUPO CINEMEX, S.A. DE C.V., Defendant, Case No. 1:20-cv-04917-JLR (S.D.N.Y.) for lack of subject matter jurisdiction under Rule 12(b)(1). This case arises out of a commercial lease gone awry between landlord 400 East 62nd Properties, LLC and tenant Cinemex East 62nd Street, LLC, a nonparty seeking to operate a movie theatre at the subject premises. Plaintiff brings this action to recover monies allegedly owed by Grupo Cinemex, S.A. DE C.V., a Mexican entity, for breach of a guaranty agreement executed in connection with that commercial lease. According to Plaintiff, Grupo Cinemex is on the hook for the Tenant's rental payments, which the Tenant ceased making once COVID-19 descended on New York City. On or about Oct. 1, 2016, Plaintiff and Tenant entered into a commercial lease agreement for certain space at 400 East 62nd Street, New York, New York, for use primarily as a movie theater. On Oct. 27, 2016, Grupo Cinemex executed a written guaranty of payment and performance, whereby Grupo Cinemex unconditionally and irrevocably guaranteed to Plaintiff the full and timely payment by Tenant of all its obligations under the Lease. On or about April 1, 2020, Tenant ceased making rent payments under the lease. Later that month, on April 25, 2020, Tenant commenced a Chapter 11 bankruptcy case in the United States Bankruptcy Court for the Southern District of Florida. On June 26, 2020, Plaintiff commenced this action to recover rent payments under the Guaranty, as well as attorneys' fees and expenses incurred in enforcing the Guaranty. On Dec. 4, 2024, Plaintiff filed its Second Amended Complaint, and on Jan. 15, 2025, Grupo Cinemex filed a motion to dismiss the Second Amended Complaint. Grupo Cinemex asserts that Plaintiff's claims fail for a lack of subject matter jurisdiction because Plaintiff's citizenship cannot be ascertained, rendering it "stateless" for the purposes of diversity jurisdiction. It argues that Plaintiff's filing of a parallel state court action amounts to a concession that diversity jurisdiction is lacking in this case. It contends that Plaintiff's claims are effectively precluded by a bankruptcy court order excusing Tenant's performance under a different movie theatre lease and, alternatively, by the doctrines of impossibility and frustration of purpose. Plaintiff's corporate structure is convoluted. Plaintiff is owned by eight Nevada trusts. The trustee of each of the eight Nevada trusts is HNB Trust Company, LLC, a Nevada LLC. HNB Trustee is in turn owned by four different Nevada trusts. HNB Trustee is also the trustee of those four trusts. This case therefore presents an unusual (and cyclical) party configuration -- the trustee of Plaintiff's members is itself an LLC. That LLC is in turn owned by four different trusts, for whom it is also the trustee. Grupo Cinemex argues that this structure produces an "endless loop" whereby HNB Trustee's citizenship depends on the four trusts' state of citizenship, which in turn depends on HNB Trustee's state of citizenship. Grupo Cinemex contends that, as a result, Plaintiff cannot demonstrate that it is a citizen of any state, and thus, there is no diversity jurisdiction in this case, necessitating dismissal with prejudice. Plaintiff, however, argues that it should be considered a citizen of the place of its registration -- Nevada -- and that complete diversity therefore exists under section 1332(a)(2). The Court agrees with Grupo Cinemex. According to the Court, the fact that the trust structure was organized under Nevada law does not address the entity's citizenship for purposes of federal diversity jurisdiction. The Court concludes Plaintiff's downstream company structure is such that it cannot establish diversity of citizenship under 28 U.S.C. Sec. 1332. Under these circumstances, dismissal for a lack of subject matter jurisdiction is warranted. The Court therefore dismisses Plaintiff's claims for a lack of diversity jurisdiction without prejudice. A copy of the Court's decision is available at https://urlcurt.com/u?l=zeRVki from PacerMonitor.com. About Cinemex Holdings Cinemex USA Real Estate Holdings Inc. and Cinemex Holdings USA, Inc., a company that operates a movie theater chain, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 20-14695 and 20-14696) on April 25, 2020. On April 26, 2020, CB Theater Experience, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-14699). The cases are jointly administered under Case No. 20-14695. At the time of the filing, the Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Quinn Emanuel Urquhart & Sullivan, LLP and Bast Amron, LLP serve as the Debtors' bankruptcy counsel. CITIUS PHARMACEUTICALS: Issues 1 Series A Preferred Share to CEO ---------------------------------------------------------------- Citius Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company entered into a Subscription and Investment Representation Agreement with Leonard Mazur, the Chairman and Chief Executive Officer of the Company, pursuant to which the Company agreed to issue and sell one share of the Company's newly designated Series A Preferred Stock, par value $0.001 per share, to the Purchaser for a purchase price of $100. The sale closed on April 17, 2025. The share of Series A Preferred Stock was issued to the Purchaser in connection with the special meeting of the stockholders of the Company, which has been called by the board of directors of the Company for the purpose of approving an amendment to the Company's Articles of Incorporation, as amended, to increase the number of shares of the Company's common stock, par value $0.001 per share, authorized for issuance from 16,000,000 to 250,000,000, as disclosed in the preliminary proxy statement filed with the Securities and Exchange Commission in connection with the Special Meeting. The Subscription Agreement contains customary representations and warranties and certain indemnification rights and obligations of the parties. The Subscription Agreement also provides that the Purchaser shall: (a) attend any meeting of the stockholders of the Company upon which the Authorized Stock Increase is scheduled to be voted, (b) vote the Series A Preferred Stock with regard to the Authorized Stock Increase in the manner set forth in the Certificate of Designation and (c) upon request by the Company, grant an irrevocable proxy to vote the Series A Preferred Stock in accordance with the foregoing to a designee of the Company. Certificate of Designation On April 17, 2025, the Company filed a certificate of designation with the Nevada Secretary of State, effective as of the time of filing, designating the powers, rights, privileges and restrictions of the shares of Series A Preferred Stock. The Certificate of Designation provides that each share of Series A Preferred Stock will have 1,000,000,000 votes and will vote together with the outstanding shares of Common Stock as a single class, exclusively with respect to the Authorized Share Increase proposal and shall not be entitled to vote on any other matter. The Series A Preferred Stock will be voted, without action by the holder, on the Authorized Share Increase in the same proportion as the aggregate votes cast by holders of Common Stock "for" and "against" the proposal. The Series A Preferred Stock otherwise has no other voting rights, including in respect of any other proposal, except as otherwise mandated by applicable law. The voting power attributable to the Series A Preferred Stock will be disregarded for purposes of determining whether a quorum is present at the Special Meeting, and the establishment of a quorum at the Special Meeting will be determined only with reference to the Common Stock. The Series A Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series A Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, change-of-control, dissolution or winding up of the Company, in each case whether voluntarily or involuntarily. The Series A Preferred Stock will not entitle its holder to receive dividends of any kind. The outstanding share of Series A Preferred Stock will be redeemed upon the earlier to occur of: (i) the order of the Board in its sole discretion, and (ii) automatically and effective immediately after the publishing or announcement by the Company of the final results of a stockholder vote on the Authorized Stock Increase. Upon such redemption, the Purchaser will receive aggregate consideration of $100 (i.e., the Purchaser's original purchase price). Amendment to Amended and Restated Bylaws As of April 16, 2025, the Board approved the amendment of the Company's Amended and Restated Bylaws, effective immediately, to reduce the quorum required for the transaction of business at stockholder meetings from the holders of at least a majority of the voting power of the Company's outstanding shares of capital stock to the holders of at least 1/3 of the voting power of the Company's outstanding shares of capital stock. The Board approved the Bylaws Amendment to lower the risk of failing to achieve the required quorum for any stockholder meetings (including the Special Meeting at which the Authorized Share Increase will be considered), which failure would require the Company to adjourn such meetings and therefore cause the Company to incur additional costs, such as proxy solicitation costs, and suffer other potential disruptions to its business and distraction for management. About Citius Pharmaceuticals Headquartered in Cranford, N.J., Citius Pharmaceuticals, Inc., is a biopharmaceutical company dedicated to the development and commercialization of first-in-class critical care products. The Company's goal generally is to achieve leading market positions by providing therapeutic products that address unmet medical needs yet have a lower development risk than usually is associated with new chemical entities. New formulations of previously approved drugs with substantial existing safety and efficacy data are a core focus. The Company seeks to reduce development and clinical risks associated with drug development yet still focus on innovative applications. Boston, Massachusetts-based Wolf & Company, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 27, 2024, citing that the Company has suffered recurring losses and has a working capital deficit as of Sept. 30, 2024. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CKM SHINING: Trustee Hires Malcolm Cisneros as Counsel ------------------------------------------------------ A. Cisneros, the Trustee for CKM Shining Stars, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Law Firm of Malcolm Cisneros, A Law Corporation, as counsel. The firm will provide these services: a. advise Trustee on all matters pertaining to the Property known as 3929 South El Camino Real, San Clemente, California 92672; b. take actions necessary to liquidate any additional assets of the Estate, including potential claims in connection with the Property and loans against it; c. prepare and file all documents necessary to obtain Court approval of any compromises and court appearances as necessary; d. legal examination of claims and any litigation including claims negotiations, prepare and file objections and Court appearances as required; e. examine witnesses, claimants or adverse parties with respect to any action where the rights of the Estate or Trustee may be affected; and f. perform any and all other legal services necessary to protect the rights of Trustee and the Estate. The firm will be paid at these rates: Attorneys $350 to $600 per hour Paralegal $130 to $225 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Nathan F. Smith, Esq., a partner at Law Firm of Malcolm Cisneros, 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: Nathan F. Smith, Esq. Law Firm of Malcolm Cisneros Malcolm Cisneros, A Law Corporation 2112 Business Center Drive Irvine, CA 92612 Tel: (949) 252-9400 Fax: (949) 252-1032 Email: nathan@mclaw.org About CKM Shining Stars LLC CKM Shining Stars is engaged in activities related to real estate. CKM Shining Stars, LLC filed its voluntary petition for relief under Chapter 11 of the Bankrutpcy Code (Bankr. C.D. Cal. Case No.24-11238) on May 15, 2024, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Margaret Levecke as manager. Judge Scott C. Clarkson presides over the case. Robert P. Goe, Esq. at GOE FORSYTHE & HODGES LLP represents the Debtor as counsel. Arturo Cisneros is the Chapter 11 Trustee of the company. CLEAN AIR: Appeal of Bankruptcy Court Order Dismissed as Moot ------------------------------------------------------------- Judge Eric Komitee of the United States District Court for the Eastern District of New York held that the appeal of Clean Air Car Service & Parking Branch Three, LLC, Clean Air Car Service & Parking Corp., Operr Technologies Inc., Operr Service Bureau Inc., and Kevin S. Wang from a decision in the underlying bankruptcy of Clean Air Car Service & Parking Branch Two LLC. is equitably moot. Appellants challenge a June 2024 order by the bankruptcy judge approving Appellee's retention of a real estate broker. Appellee argues the appeal is equitably moot because the underlying reorganization has been substantially consummated. The Court agrees. The Clerk of Court is directed to dismiss this appeal. The appellate case is, CLEAN AIR CAR SERVICE & PARKING BRANCH THREE, LLC, CLEAN AIR CAR SERVICE & PARKING CORP., OPERR TECHNOLOGIES INC., OPERR SERVICE BUREAU INC., and KEVIN S. WANG, Appellants, -against- CLEAN AIR CAR SERVICE & PARKING, BRANCH TWO LLC, Appellee, Case No. 24-cv-04308-EK (E.D.N.Y.). A copy of the Court's decision is available at https://urlcurt.com/u?l=dpIa4M PacerMonitor.com. About Clean Air Car Service and Operr Plaza Clean Air Car Service & Parking Branch Two, LLC, and Operr Plaza, LLC filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 23-41937) on May 31, 2023. At the time of filing, Clean Air Car Service reported $1 million to $10 million in assets and $10 million to $50 million in liabilities while Operr Plaza reported $10 million to $50 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the cases. The Debtors tapped Westerman Ball Ederer Miller Zucker & Sharfstein, LLP, as bankruptcy counsel. CLEAN AIR: Kevin Wang Loses Bid to Dismiss Bankruptcy Case ---------------------------------------------------------- In the appealed case styled as CLEAN AIR CAR SERVICE & PARKING BRANCH THREE, LLC, CLEAN AIR CAR SERVICE & PARKING CORP., OPERR TECHNOLOGIES, INC., OPERR SERVICE BUREAU, INC., KEVIN S. WANG, Appellants, -against- OPERR PLAZA, LLC, Appellee, Case No. 24-cv-05445-FB (E.D.N.Y.), Judge Frederic Block of the United States District Court for the Eastern District of New York affirmed the order of the United States Bankruptcy Court for the Eastern District of New York denying Kevin S. Wang's motion to dismiss the bankruptcy proceeding in its entirety and its July 19, 2024 order confirming Operr Plaza's reorganization plan. Mr. Wang's motions for sanctions are denied. In 2020, Operr Plaza and Clean Air Car Service & Parking Branch Two, LLC ("Clean Air Two") defaulted on a loan secured by a parking garage and office building. The loan was further secured by a pledge of Kevin S. Wang's 100% membership interest in each company. The lender instituted foreclosure proceedings and, in addition, took steps to conduct a UCC sale of Wang's membership interests. A state court declined to enjoin the UCC sale, which took place on June 16, 2021. Wang then filed a state-court action to declare the sale invalid, while the new owner filed a different state-court action to require Wang to turn over the companies' books and records. The judge in the new owner's action granted summary judgment and entered a permanent injunction requiring Wang to turn over the books and records, and forbidding him from otherwise interfering with the companies' operations. The judge in Wang's action then denied his request for a preliminary injunction on the ground that the issue of the companies' ownership had already been decided in the new owner's action. Wang appealed in both cases. While the state-court appeals were pending, the companies' new owner filed a voluntary Chapter 11 bankruptcy petition on behalf of each. The bankruptcy court approved joint administration of the bankruptcies. Operr Plaza's petition listed the office building, valued at $10.5 million, as its principal asset and the secured loan, valued at $22.2 million, as its principal liability. Wang and two companies owned by him -- Operr Technologies, Inc., and Operr Service Bureau, Inc. -- each made an unsecured claim against Operr Plaza's estate based on guaranty liability for loan borrowed by the Debtor from the Lender. When Clean Air Two and Operr Plaza sought approval to sell the parking garage and office building, Wang moved to dismiss the bankruptcies. He argued that the bankruptcy court lacked jurisdiction because the companies' new owner lacked authority to file the petitions. In addition, he argued that the petitions were filed in bad faith. As an alternative to dismissal, Wang asked the bankruptcy court to lift the automatic stay to allow the state-court appeals to proceed. The bankruptcy court denied the motion to dismiss, finding no basis under Section 1112 to dismiss this case. The bankruptcies proceeded. On Feb. 8, 2024, the bankruptcy court approved the sale of the parking garage to a third party for $2.5 million. After the sale closed, the Court dismissed Wang's appeal of that order as statutorily moot. On April 22, 2024, Operr Plaza submitted its proposed plan of reorganization. In addition to payment in full of administrative expenses, professional fees, and priority claims, the proposed plan called for partial payment of the secured loan, a mechanic's lien, and various unsecured claims, with any cash left over going to Operr Plaza's owner. Wang did not file any objection to the proposed plan, which was unanimously accepted by all voting creditors and Operr Plaza's owner. The bankruptcy court confirmed the plan and set its effective date as July 25, 2025. Wang appealed but did not seek a stay. Accordingly, payments totaling $1.7 million (approximately 85% of Operr Plaza's estate) have been made for administrative, priority and secured claims, leaving a balance of $300,000 for distribution to other claimants and the winding down of the estate. Motion to Dismiss Although Wang has technically appealed the bankruptcy court's confirmation order, his arguments focus almost exclusively on the denial of his motion to dismiss. In that regard, he argues that: (a) the bankruptcy case should be dismissed when the bankruptcy petition was filed without authorization, and (b) the bankruptcy petitions should be dismissed for cause by filing frivolously and filing in bad faith. According to the District Court, the bankruptcy court correctly held that it was bound by the state courts' adjudication of Operr Plaza's ownership. The issue of Operr Plaza's ownership was raised and decided in the state-court action. Wang had a full and fair opportunity to litigate it. It was clearly material and necessary to the state court's judgment. Therefore, collateral estoppel bars Wang from relitigating whether the new owner acquired full managerial rights in Operr Plaza, the District Court concludes. Wang responds by reframing his argument as a challenge to the validity of the UCC sale, claiming that it was commercially unreasonable, and that the buyer did not act in good faith. New York courts applying New York law have concluded that Operr Plaza's new owner has full managerial rights in the company. A determination that the UCC sale was flawed in some way would not unwind the sale. The Bankruptcy Court finds the bankruptcy court correctly held that the new owner had the authority to file a bankruptcy petition on Operr Plaza's behalf and, accordingly, correctly denied Wang's motion to dismiss on that ground. Judge Block says that whether or not Operr Plaza had any hope of returning to a viable state, bankruptcy clearly afforded it breathing space for an orderly liquidation. At most, Wang has shown that the bankruptcy should have been converted to a Chapter 7 proceeding. He did not seek that remedy, however, and there is no reason to think that such a proceeding would have been any more favorable to his claimed interest in the company. Nor is there any evidence that Operr Plaza intended to abuse the judicial process to the detriment of that interest. In sum, the bankruptcy court carefully laid out the facts and circumstances surrounding Operr Plaza's Chapter 11 filing. The District Court finds no error -- let alone clear error -- in its analysis of those factors or its conclusion that Operr Plaza did not act in bad faith. Motion for Sanctions Wang moves for sanctions pursuant to 28 U.S.C. Sec. 1927 and the Court's inherent authority. He has also filed a second motion for sanctions pursuant to Federal Rule of Bankruptcy Procedure 9011. Wang's argument that he is entitled to unwind the UCC sale by which it acquired those rights fails as a matter of New York law. According to the District Court, nothing Operr Plaza said or failed to say in addressing those arguments remotely approaches sanctionable conduct. Nor is there any evidence that Operr Plaza acted with an improper purpose. A copy of the Court's decision is available at https://urlcurt.com/u?l=oNAXFo from PacerMonitor.com. Attorney for the Appellants: Kevin S. Wang, Esq. WOOD WANG & ASSOCIATES, PLLC 30-50 Whitestone Expressway, Suite 402 Flushing, NY 11354 Attorneys for For the Appellee: Thomas A. Draghi, Esq. Jay S. Hellman, Esq. WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP 1201 RXR Plaza Uniondale, NY 11556 Phone: (516) 622-9200 Fax: (516) 622-9212 E-mail: tdraghi@westermanllp.com jhellman@westermanllp.com About Clean Air Car Service and Operr Plaza Clean Air Car Service & Parking Branch Two, LLC, and Operr Plaza, LLC filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 23-41937) on May 31, 2023. At the time of filing, Clean Air Car Service reported $1 million to $10 million in assets and $10 million to $50 million in liabilities while Operr Plaza reported $10 million to $50 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the cases. The Debtors tapped Westerman Ball Ederer Miller Zucker & Sharfstein, LLP, as bankruptcy counsel. CLEM INVESTMENTS: Court Extends Cash Collateral Access to May 22 ---------------------------------------------------------------- Clem Investments I, LLC received interim approval from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, to use cash collateral until May 22, marking the second extension since the company's Chapter 11 filing. The second interim order authorized the company to pay its expenses from the cash collateral, including monthly payments to the Subchapter V trustee and the expenses set forth in its projected budget, with up to 10% variance. Clem was also authorized to continue its monthly payments of $4,000 to Gulfside Bank as protection for the use of its cash collateral. The monthly payments started in February. As additional protection, the company was granted a post-petition replacement lien on the cash collateral. The next hearing is scheduled for May 22. About Clem Investments I Clem Investments I, LLC filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-07492) on December 20, 2024. In its petition, the Debtor reported assets between $50,000 and $100,000 and liabilities between $500,000 and $1 million. Judge Roberta A. Colton handles the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. is the Debtor's legal counsel. Gulfside Bank, as secured creditor, is represented by: Stephanie C. Lieb, Esq. Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A. 101 East Kennedy Boulevard, Suite 2700 Tampa, Florida 33602 Tel: (813) 223-7474 | Fax: (813) 229-6553 Email: slieb@trenam.com CLEOD LLC: Hires Law Offices of George Oliver PLLC as Counsel ------------------------------------------------------------- Cleod, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ the Law Offices of George Oliver, PLLC to handle its Chapter 11 case. Prior to the petition date, the firm received a retainer in the amount of $15,000 from the Debtor. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. George Oliver, Esq., an attorney of the firm, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: George Mason Oliver, Esq. The Law Offices of George Oliver, PLLC P.O. Box 1548 New Bern, NC 28563 Tel: (252) 633-1930 Fax: (252) 633-1950 Email: george@georgeoliverlaw.com About Cleod, LLC Cleod, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 25-01410-5) on April 17, 2025. The Debtor hires the Law Offices of George Oliver, PLLC as counsel. CRESTWOOD HOSPITALITY: Court Denies Confirmation of Amended Plan ---------------------------------------------------------------- Judge Brenda Moody Whinery of the United States Bankruptcy Court for the District of Arizona denied the confirmation of the Third Amended Plan of Reorganization Dated March 11, 2024 filed by Crestwood Hospitality, L.L.C and the Amended Plan of Liquidation for Debtor Dated March 8, 2024 filed by Brycon Construction, Inc. The Debtor owns a hotel located at 620 E. Wetmore Road in Tucson, Arizona that was constructed in or about 2004 (the "Hotel" or "Property"). On April 1, 2021, First-Citizens Bank & Trust Company, as successor by merger to CIT Bank, N.A. ("FCB" and/or "CIT") commenced an action in Maricopa County Superior Court against the Debtor and guarantors for breach of contract and breach of guaranty pertaining to a loan agreement secured by the Property. On April 15, 2021, the parties to the Initial State Court Action entered into a stipulation for the appointment of a receiver. On April 23, 2021, the Debtor filed its petition for relief under Chapter 11 of the Bankruptcy Code (the "Petition"), commencing this case. FCB's loan matured approximately three months thereafter, on July 14, 2021 FCB, the City of Tucson, and Brycon have claims secured by the Hotel. It is undisputed for purposes of this proceeding that FCB has a first-position lien on the Hotel, the City has a second-position lien on the Hotel, and Brycon has a third-position lien on the Hotel. FCB asserts a claim in an amount of no less than $8,029,771.04 as of May 1, 2023, plus all accrued and accruing interest, late charges, attorneys' fees and costs, and all other amounts chargeable under FCB's loan documents and applicable law. The City asserts a claim in an amount of no less than $86,134.88. Brycon asserts a claim in an amount of no less than $1,361,241.54. The Debtor has proposed a series of alternative restructuring options, which options include a refinance of the Property or, ultimately, a sale of the Property. Brycon has proposed the appointment of a post-confirmation trustee to market and sell all of the Debtor's assets. Debtor Plan The Debtor proposes to retain and operate the Hotel as a Holiday Inn Express pursuant to the Franchise Agreement, make certain interest-only payments to creditors, refinance the Property within six months of the Effective Date, pay certain allowed secured claims in full from the Refinance, and pay all creditors in full within three years. Interest Holders would continue to manage the Reorganized Debtor, Ledgestone would continue to operate and manage the Property, and the Interest Holders would retain their membership interests in the Reorganized Debtor. In the event the Refinance does not occur within six months of the Effective Date, the Debtor Plan contemplates continued interest-only payments to creditors and a sale of the Property. In the event that neither the Refinance nor the Debtor Sale occur, the Debtor Plan provides for an auction. In addition to the proceeds from the proposed Refinance, Debtor Sale, or Court Auction, the Debtor Plan would be funded from cash on hand, Net Revenues generated from the operation of the Property, and a New Value Contribution. The Debtor Plan anticipates that the New Value Contribution may be as much as $1.8 million. Brycon Plan The Brycon Plan provides for the appointment of Bill Hughes, Managing Director at GlassRatner Advisory and Capital Group, LLC dba B. Riley Advisory Services, to serve as the post-confirmation trustee. The Post-Confirmation Trustee's appointment would be effective as of the date the Court enters an order confirming the Brycon Plan, but the Post-Confirmation Trustee would not be vested with any duties under the Brycon Plan until the Effective Date. Pursuant to the Brycon Plan, as of the Effective Date, the Post-Confirmation Trustee would have the sole authority to, among other things, take possession of, preserve, and maintain the Property; market, liquidate, and/or abandon the Post-Confirmation Assets; retain professionals and non-professionals to assist the Post-Confirmation Trustee; pay the expenses of the Post-Confirmation Estate and the expenses of operating and maintaining the Property, including the Post-Confirmation Trustee's fees and the fees of the professionals and nonprofessionals he hires; and make distributions pursuant to and otherwise carry out the provisions of the Brycon Plan. Generally speaking, the Post-Confirmation Trustee would not be responsible for filing the Debtor's tax returns or paying or otherwise setting aside proceeds for the payment of taxes or tax-related liabilities arising from the sale of the Property. The Post-Confirmation Trustee would be required to act in a fiduciary capacity on behalf of the interests of all Holders of Claims who will receive Distributions pursuant to the terms of the Brycon Plan. The respective plans separately classify and treat the secured claims in this case, include priority and general unsecured classes, and provide for an equity security class consisting of the Interest Holders. Plan Objections FCB and Brycon have filed objections to confirmation of the Debtor Plan. The Debtor, Mr. S. Khangura, and Ms. R. Khangura have filed objections to confirmation of the Brycon Plan. Objections to the Debtor Plan FCB argues that the Debtor Plan cannot be confirmed because: (a) the Debtor Plan was not proposed in good faith, as required by Sec. 1129(a)(3); (b) the Debtor Plan fails to satisfy the feasibility requirements of Sec. 1129(a)(11); (c) the Debtor Plan proposes an interest rate that fails to satisfy the requirements of Till v. SCS Credit Corp., 541 U.S. 465 (2004), rendering the plan not fair and equitable within the meaning of Sec. 1129(b); and (d) the Debtor Plan otherwise fails to satisfy Sec. 1129(b)(2)'s fair and equitable standard because it unfairly shifts the risk of the plan's failure to FCB. Brycon argues that the Debtor Plan cannot be confirmed on the basis that: (a) the Debtor Plan violates Sec. 1129(a)(1) because the Debtor Plan fails to provide an adequate means for the plan's implementation as required by Sec. 1123(a)(5); (b) the Debtor has proposed a hollow refinancing, has undervalued its Property in an attempt to underpay creditors, and favors insiders given the proposed post-confirmation payments to insiders, and the Debtor Plan was therefore not filed in good faith as required by Sec. 1129(a)(3); (c) the Debtor Plan fails to satisfy the best interest of creditors test set forth in Sec. 1129(a)(7); (d) the Debtor Plan is not feasible within the meaning of Sec. 1129(a)(11); and (e) the Debtor Plan does not satisfy the provisions of § 1129(b) because it is not fair and equitable and does not propose to pay Brycon the present value of its secured claim. Although the terms of the Debtor Plan contain ambiguities and deficiencies, the Court finds Mr. S. Khangura's testimony pertaining to the proposal of the Debtor Plan to be credible. Given the narrow scope of Sec. 1129(a)(3), the Court finds that the Debtor Plan has been proposed in good faith and not by any means forbidden by law, and that the Debtor Plan therefore satisfies the requirements of Sec. 1129(a)(3). The Court cannot find that the creditors in impaired classes that did not vote to accept the Debtor Plan would receive at least as much under the Debtor Plan as they would in an orderly Chapter 7 liquidation. The Court therefore finds that the Debtor has failed to meet its burden of demonstrating that the Debtor Plan satisfies the requirements of Sec. 1129(a)(7). It is the determination of the Court that the Debtor has failed to demonstrate that the New Value Contribution, which is material to the success of the Debtor Plan, can or would be made, in whole or in part. It is the determination of the Court that the Debtor has failed to provide evidence that the Refinance is feasible or would generate sufficient funds to pay all allowed secured claims in full, as required by the Debtor Plan. Based upon the testimony and evidence presented, it is the determination of the Court that, as proposed, the Debtor Sale is not feasible. In sum, the Debtor Plan proposes a Refinance that the Debtor has not shown is feasible, in the alternative, a Debtor Sale that the Debtor's representative testified the Interest Holders do not support and may not seriously pursue, and as a last resort, a Court Auction that sets forth no parameters or procedures whatsoever. Without a successful Refinance, Debtor Sale, or Court Auction the Debtor cannot fund its plan. In sum, the Debtor has not established that its plan satisfies the feasibility requirements of Sec. 1129(a)(11). The Debtor has failed to establish that the Debtor Plan satisfies Secs. 1129(a)(1), (a)(7), and (a)(11). Thus, the Debtor Plan cannot be confirmed under Sec. 1129(b). Even if the Debtor Plan did satisfy the applicable provisions of § 1129(a), it is the determination of the Court that the Debtor Plan nevertheless fails to satisfy the requirements for confirmation under Sec. 1129(b). Pursuant to Sec. 1129(b), the Debtor Plan must be fair and equitable with respect to impaired classes that have not accepted the plan. The classes consisting of FCB's, Brycon's, the City's, and the SBA's allowed secured claims, voted to reject or are deemed to reject the Debtor Plan. FCB and Brycon argue that the Debtor Plan is not fair and equitable within the meaning of Sec/ 1129(b) because it unreasonably shifts the risk of failure onto creditors. The Court finds the Debtor Plan lays the groundwork for further delays and prejudice to creditors to the benefit of the Interest Holders. It is the determination of the Court that, given the totality of the circumstances, the Debtor Plan unreasonably shifts the risk of a plan default onto creditors, and therefore fails to satisfy the requirement that the Debtor Plan be fair and equitable. Objections to the Brycon Plan The Debtor argues that the Brycon Plan provides for the forced liquidation of the Property to the detriment of all creditors, other than FCB, and to the detriment of the Interest Holders. The Debtor argues that the Brycon Plan: (a) does not comply with the executory contract provisions of Sec. 365(d)(2) and therefore fails to comply with Sec. 1129(a)(1); (b) was not proposed in good faith because it would not achieve a result consistent with the objectives and purposes of the Code, as required by Sec. 1129(a)(3); and (c) is not fair and equitable within the meaning of Sec. 1129(b) because it does not provide for the Interest Holders to recover the value of their interests. Mr. S. Khangura and Ms. R. Khangura argue that there is significant value in their equity interests, which they would not recover under the Brycon Plan. They therefore argue that the Brycon Plan is not fair and equitable to Interest Holders. The Khanguras also argue that the Brycon Plan may unfairly generate tax liability for the Interest Holders. The Debtor also argues that the Brycon Plan's proposed appointment of the Post-Confirmation Trustee fails to satisfy the requirements of Sec. 1129(a)(5). The Debtor, Mr. S. Khangura, and Ms. R. Khangura argue that the Brycon Plan violates Sec. 1129(a)(1) because it contains the Rejection Provision, which the parties argue conflicts with Sec. 365(d)(2). Based upon the ambiguous language of the Rejection Provision and lack of clarification in Brycon's post-trial brief, the Court finds that the Brycon Plan fails to comply with Sec. 1129(a)(1). The Debtor, Mr. S. Khangura, and Ms. R. Khangura argue that the Brycon Plan fails to satisfy the good faith requirement of Sec. 1129(a)(3) because it does not facilitate the Debtor's rehabilitation, would not maximize or even ensure a recovery to creditors other than FCB, and does not preserve the value of the Interest Holders' equity in the Debtor. Although the terms of the Brycon Plan contain ambiguities and deficiencies, which are discussed herein, given the circumstances surrounding the proposal of the Brycon Plan, which plan was proposed only after the Debtor had nearly three years in which to confirm a plan, the Court finds that the Brycon Plan was proposed in good faith and not by any means forbidden by law, thus satisfying Sec. 1129(a)(3). However, the Brycon Plan, as drafted, fails to disclose sufficient information to allow the Court to determine whether the specific terms of the Post-Confirmation Trustee's appointment are consistent with the interests of creditors, equity security holders, and public policy. Brycon has, therefore, failed to satisfy its burden of establishing that the Brycon Plan satisfies the requirements of Sec. 1129(a)(5), the Court concludes. The evidence does not reflect that the Brycon Plan would generate at least as much for creditors and interest holders as a Chapter 7 liquidation, and in fact, suggests that the Brycon Plan may yield less than a Chapter 7 liquidation. Thus, the Court cannot find that the Brycon Plan satisfies Sec/ 1129(a)(7)(A). Brycon has failed to establish that the Brycon Plan satisfies Secs. 1129(a)(1), (a)(5), and (a)(7). Thus, the Brycon Plan cannot be confirmed under Sec. 1129(b). Even if the Brycon Plan did satisfy the applicable provisions of Sec. 1129(a), it is the determination of the Court that the Brycon Plan nevertheless fails to satisfy the requirements for confirmation under Sec. 1129(b). Pursuant to Sec. 1129(b)(2), the Brycon Plan must be fair and equitable with respect to impaired classes that have not accepted the plan. The Debtor, Mr. S. Khangura, and Ms. R. Khangura argue that the Brycon Plan is not fair and equitable to Interest Holders because it fails to provide that Interest Holders will recover the value of their interests in the Debtor. Although the Brycon Plan provides for the use of cash constituting FCB's collateral consistent with a budget to fund the ongoing operations of the Hotel until the Property is sold, no budget has been submitted to the Court. In addition, the Brycon Plan does not set a minimum purchase price for the sale of the Property, nor does it discuss whether FCB retains the ability to credit bid on the Property. It is the determination of the Court that the Brycon Plan is not fair and equitable to either the unsecured creditor classes, which are deemed to reject the Brycon Plan, or the Interest Holders, pursuant to Sec. 1129(b). Based on the totality of the evidence presented in this case, the Court finds and concludes that: 1) the Debtor has failed to meet its burden of establishing that the Debtor Plan satisfies the provisions of Secs. 1129(a)(1), (a)(7), (a)(11), and (b); and 2) Brycon has failed to meet its burden of establishing that the Brycon Plan satisfies the provisions of Secs. 1129(a)(1), (a)(5), (a)(7), and (b). The objections to the Debtor Plan are sustained in part and overruled in part. The objections to the Brycon Plan are sustained in part and overruled in part. The confirmation of the Debtor Plan is denied. The confirmation of the Brycon Plan is denied. The Debtor and Brycon are each granted thirty days from the entry of this Ruling and Order to file an amended plan that addresses the deficiencies discussed herein. If neither party timely files an amended plan, the Court will consider dismissal or conversion of this case, or the appointment of a Chapter 11 trustee, pursuant to Sec. 1112(b). A copy of the Court's decision is available at https://urlcurt.com/u?l=yidrTo from PacerMonitor.com. About Crestwood Hospitality LLC Crestwood Hospitality, LLC operates the Holiday Inn Express & Suites Tucson Mall, an "all suite" hotel built in 2004 pursuant to a license agreement with Holiday Hospitality Franchising, LLC. Crestwood filed Chapter 11 petition (Bankr. D. Ariz. Case No. 21-03091) on April 23, 2021, listing between $1 million and $10 million in assets and between $10 million and $50 million in liabilities. Sukhbinder Khangura, vice president and member of Crestwood, signed the petition. Judge Brenda Moody Whinery oversees the case. Sacks Tierney P.A. represents the Debtor as legal counsel. DANIEL RISIS: Court Denies Bid to Release Escrowed Funds -------------------------------------------------------- The Honorable John K. Sherwood of the United States Bankruptcy Court for the District of New Jersey denied the motion filed by Daniel Risis to release escrowed funds and compel accounting of property sales in his Chapter 11 bankruptcy case. On Dec. 30, 2024, Daniel Risis filed a pro se voluntary petition under Chapter 11 of the Bankruptcy Code. The petition states that Debtor's financial difficulties were the result of "being a victim of fraud." Debtor owns a home with his wife in Livingston, New Jersey that was in foreclosure when this case was filed. He has some personal property of value but virtually no liquid assets and no regular monthly income. The vast majority of the Debtor's assets consists of litigation claims which he values at over $100 million. Finally, the petition lists eighteen items of real estate, most of which the Debtor no longer owns -- he claims that many of his real estate holdings were lost due to the fraud and/or criminal acts of others. The Debtor previously filed an individual Chapter 7 case in the Bankruptcy Court, in which Donald V. Biase served as the Chapter 7 Trustee. The Chapter 7 case was a nightmare, featuring hostility between the Debtor, his creditors, and the Chapter 7 Trustee (and his professionals). Ultimately, two properties were sold over the Debtor's objection with the proceeds going to satisfy mortgages and administrative debt (in part). The Bankruptcy Court dismissed the case and barred the Debtor from filing another pro se bankruptcy proceeding for a period of one year plus 180 days. The present case was filed a few days after the expiration of the Bankruptcy Court's bar order. Based on the numerous filings by the Debtor thus far, it appears that his expectation is that the Bankruptcy Court will revisit matters that were raised and disposed of in his prior Chapter 7 case. The Debtor also suggests that the Bankruptcy Court should take over and re-litigate matters that are (or were) pending in other federal and state courts. The Debtor's "Motion to Release Escrowed Funds and Compel Accounting of Property Sales" is a part of this effort. The relief sought includes: (A) an order staying all litigation related to the Debtor under 11 U.S.C. Sec. 362(a); (B) an accounting regarding properties sold in Debtor's Chapter 7 case [23-11800-JKS]; (C) an order compelling the testimony of Donald V. Biase; (D) an accounting of the sheriff's sale proceeds for 1275 Route 23, Wayne, NJ in foreclosure Case No. SWC- F-0020235-20; (E) the release of all escrowed funds held by BUPM NJ ASSETS LLC (the successful bidder at the sheriff's sale of 1275 Route 23, Wayne, NJ); (F) an accounting of all assets liquidated and distributed within Leff, et al. v. Daniel Risis [ESX-C-48-22] in the Essex County Superior Court; (G) the release of any funds escrowed by Joseph Isabella, court appointed Provisional Manager, in Case No. ESX-C-48-22; and (H) an order compelling the testimony of Joseph Isabella. The Debtor's bankruptcy case does not provide him with another venue to relitigate matters that he lost in the Bankruptcy Court or any other state or federal court. The real property known as 1275 Route 23, Wayne, New Jersey, was the main asset in the Chapter 11 case of Dalex Development, Inc., a corporation owned by the Debtor. In that Chapter 11 case, Dalex Development was unable to present a confirmable plan to the Court after more than nine months. Thus, the Bankruptcy Court dismissed the case and granted stay relief to the mortgage holder, Spencer Savings Bank, successor to Mariner's Bank. Mariner's Bank obtained a foreclosure judgment against Dalex Development dated July 17, 2020, which was assigned to Crows Pasture, LLC on Nov. 2, 2022, and assigned again to BUPM NJ ASSETS LLC on March 13, 2023. Dalex Development's property was sold on Aug. 22, 2023 by the Sheriff of Passaic County to BUPM NJ ASSETS LLC for a credit bid plus the sum of $100. The Debtor's Motion demands an accounting of the sale proceeds from that transaction. The details of the foreclosure sale are set forth in the Writ from the Passaic County Sheriff that was docketed in the foreclosure action on Sept. 19, 2023. The Debtor's request for an accounting of the sale proceeds seems to be covered by information on the Passaic County Superior Court docket. The Bankruptcy Court does not see the need for the Debtor to get more information and if he does believe there is a need for more information, he can seek it from the state court. The Debtor's Motion also demands a release by BUPM NJ ASSETS LLC of over $4 million escrowed funds. The response filed by BUPM NJ ASSETS LLC states that it never held $4 million of escrowed funds relating to the Debtor. BUPM NJ ASSETS LLC acknowledges that it owns the Dalex property due to its credit bid at the foreclosure sale. Based on a review of the record, the Bankruptcy Court does not see how BUPM NJ ASSETS LLC would have ever come into possession of $4 million of the Debtor's funds, so it will not order an accounting or turnover. A copy of the Court's decision is available at https://urlcurt.com/u?l=1ngSXU from PacerMonitor.com. Daniel M. Risis filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 24-22714) on December 30, 2024, listing under $1 million in both assets and liabilities. DAVIS AUTO: Seeks 90-Day Extension of Plan Filing Deadline ---------------------------------------------------------- Davis Auto Group LLC asked the U.S. Bankruptcy Court for the Western District of Kentucky to extend its exclusivity period to file disclosure statement and plan for additional ninety days. The Debtor explains that it has already made some progress in its negotiations with creditors, including its largest secured creditor Santander Bank, N.A. Pursuant to the Sale Order, proceeds from the sale transaction shall fully satisfy Santander's outstanding obligations owed to it. Upon the closing of the sale of the Southtown Property, the proceeds from that sale should fully satisfy Field and Main Bank, Inc.'s mortgage and Proof of Claim filed in the Chapter 11 Case. The Debtor claims that it has already taken actions in the Chapter 11 Case which will satisfy all of the millions of dollars in pre Petition Date secured claims against it. Following approval and closing of all sales in the Chapter 11 Case, the Debtor believes it will be in a much better position to negotiate terms of a plan with the remaining creditors in the Chapter 11 Case. Nevertheless, because of the focus on the financing efforts, sale processes and defending against the Motion to Appoint Trustee (prior to its withdraw), the Debtor requires additional time to negotiate a plan. The Debtor notes that it has marketed and obtained approval of the sale of the Debtor's dealership assets and is awaiting the sale hearing to seek approval of the sale of the Southtown Property. The Debtor has also resolved various other contested matters in the Chapter 11 Case. At this time, the Debtor has not yet begun drafting the lengthy plan and disclosure statement. Given the time and attention that has been expended on all matters, the Debtor requires additional time to draft, negotiate and propose a plan. The Debtor seeks to maintain exclusivity so parties with competing interests do not derail the Debtor's efforts to formulate a consensual restructuring that maximizes value for all of the Debtor's creditors. Maintaining exclusivity will afford the Debtor the opportunity to continue with finalizing the sales of substantially all of its assets and negotiations with creditors to preserve the potential benefits and value to the bankruptcy estate and the Debtor's creditors. The Debtor believes that through negotiations with its creditors, it will obtain support for a plan. The Debtor believes that it will be able to confirm a plan because they will have the support of at least one impaired accepting class of claims. If the Court extends the Exclusive Periods, the Debtor believes that it will be able to obtain the support of even more creditors. The Debtor asserts that the request for an extension of the Exclusive Periods is the Debtor's first and comes less than four months into the Chapter 11 Case. The Debtor has already made tremendous progress in the Chapter 11 Case, and with the requested extension of the Exclusive Periods, the Debtor believes it will close successful negotiations, post a plan of reorganization and obtain entry of an order confirming the plan. The Debtor further asserts that the sale of its dealership assets has not yet closed and the Debtor is seeking approval of the sale of the Southtown Property by the Court. The closing of both sales may impact plan negotiations. The Exclusive Periods should be extended until the Debtor has at least had the opportunity to close these sales and work out final details regarding the assets subject to the sales. Davis Auto Group LLC is represented by: James R. Irving, Esq. Ashley A. Brown, Esq. David K. Boydstun, Jr., Esq. DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower 101 South Fifth Street Louisville, Kentucky 40202 Telephone: (502) 587-3606 E-mail: james.irving@dentons.com ashley.brown@dentons.com david.boydstun@dentons.com About Davis Auto Group LLC On Dec. 6, 2024, True BDC, Inc., Green Beehn Lawncare, LLC, Relic Investment Properties, LLC (collectively known as the "Petitioning Creditors") filed an involuntary petition for relief under chapter 11 of the Bankruptcy Code against Davis Auto Group, LLC (Bankr. D. Ky. Case No. 24-40815). The petitioners' counsel is Andrew David Stosberg, Esq. at Gary Ice Higdon, PLLC. Judge Charles R. Merrill handles the case. DITECH HOLDING: $684,342.38 Bistline Claim Disallowed ----------------------------------------------------- The Honorable James L. Garrity, Jr., of the United States Bankruptcy Court for the Southern District of New York entered a Memorandum Decision and Order sustaining the objection of the Consumer Claims Trustee in the bankruptcy case of Ditech Holding Corporation with respect to the proof claim filed by Kristine Ann Bistline. The Court sustains the Objection and disallows the Claim. Kristine Ann Bistline filed Proof of Claim No. 324 as an unsecured claim in the amount of $684,342.38, plus costs, against Ditech Financial LLC. The Consumer Claims Trustee filed the Fifty-Ninth Omnibus Objection seeking to disallow proofs of claim, including Bistline's Claim, that do not state a sufficient legal basis to establish Ditech's liability. Claimant states that the basis of her claim against Ditech is based on violations of California's Homeowner's Bill of Rights, which prohibits a mortgage servicer from initiating and conducting a foreclosure sale while a first-lien home loan modification application is pending, as well as prohibiting other mortgage servicing related activities while that application is pending. Claimant is requesting monetary damages based on "violation of statute" and "personal injury." She alleges Ditech violated HBOR by foreclosing while the loan modification application was pending. She argues Ditech, along with Freddie Mac, is jointly and severally liable for violations of HBOR. She also contends Ditech violated the Rosenthal Fair Debt Collections Practice Act by posting the notice of trustee's sale on the Property and illegally charging her for mortgage insurance and property taxes. She claims she has suffered personal injury damages due negligence, negligence per se, and fraud. Claimant alleges that a default against Ditech as to that complaint was entered by the clerk of the court on Nov. 28, 2018. The Trustee contends that the default was vacated on Feb. 22, 2019. Ditech filed a Notice of Bankruptcy Filing and Suggestion of Automatic Stay on Feb. 15, 2019. Claimant states that the Court stayed all monetary and equitable claims made against Ditech after receiving notice of the bankruptcy. The Trustee argues that the Clerk's Default is not preclusive, the claims are barred by res judicata and collateral estoppel, and Claimant fails to state a claim for relief for violation of HBOR, violation of RFDCPA, negligence, negligence per se, or fraud. The Trustee seeks entry of an order disallowing and expunging the Claim because it fails to state a legal basis that establishes wrongdoing or liability on the part of the Debtors that would give rise to compensable recovery. The Court finds issue preclusion applies, and Claimant's claims against Ditech -- all of which arise from the foreclosure activities -- are barred because the Ninth Circuit already determined she suffered no damages from these activities, which is an essential element of each of her claims. The Court also finds that Claimant has failed to state a claim for violation of California's HBOR. She has not adequately alleged that her loan modification application was complete as defined by HBOR, and even if a violation had occurred, Ditech's rescission of the foreclosure sale before recording a trustee's deed upon sale precludes monetary recovery under HBOR's safe harbor provision. A copy of the Court's decision is available at https://urlcurt.com/u?l=y6xG6C from PacerMonitor.com. Attorneys for the Consumer Claims Trustee: Richard Levin, Esq. JENNER & BLOCK, LLP 1155 Avenue of the Americas New York, NY 10036 1155 Avenue of the Americas Phone: (212) 891-1600 E-mail: rlevin@jenner.com Attorneys for the Claimant: Andrew Jay Kulick, Esq. LAW OFFICES OF ANDREW JAY KULICK 21704 West Golden Triangle Road, Suite 312 Saugus, CA 91350-2617 Phone: 661-253-1543 About Ditech Holding Corporation Fort Washington, Pennsylvania-based Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19 10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC served as claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. served as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. On Sept. 26, 2019, the Bankruptcy Court confirmed Ditech's Chapter 11 bankruptcy plan, which became effective four days later. A Consumer Claims Trustee has been appointed in the case and is represented by Richard Levin, Esq., at Jenner & Block, LLP. DMK PHARMACEUTICALS: USWM Loses Bid to Dismiss Adversary Case ------------------------------------------------------------- Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware will deny USWM, LLC's motion to dismiss the adversary proceeding captioned as DMK PHARMACEUTICALS CORP et al., Plaintiffs, v. USWM, LLC, Defendant, Adv. No. 24-50071-MFW (Bankr. D. Del.). DMK Pharmaceuticals Corp. and its affiliated subsidiaries are a family of clinical stage neuro-biotechnology pharmaceutical companies that own various therapies focused on addressing the opioid epidemic. One of the Debtors' products, ZIMHI, is an injectable naloxone antidote used to treat opioid overdoses. USWM is a pharmaceutical company that develops, licenses, and brings to market various healthcare products. Pre-petition, the Debtors had entered into a Distribution and Commercialization Agreement with USWM to market and distribute ZIMHI. Under the Agreement, USWM contracted to serve as the exclusive distributor, marketer, and seller of ZIMHI for ten years. The Agreement contemplated that USWM would develop a commercialization plan for ZIMHI and use commercially reasonable efforts to execute that plan. The parties mutually agreed to terminate the Agreement on Dec. 21, 2023. On Feb. 2, 2024, the Debtors filed petitions under chapter 11 of the Bankruptcy Code. On April 17, 2024, USWM filed a proof of claim against the Debtors in the amount of $9,040,615.37 for amounts allegedly due under the Agreement. On June 3, 2024, the Debtors filed a Complaint against USWM asserting claims for breach of the Agreement and seeking to disallow USWM's proof of claim. On Aug. 2, 2024, USWM filed a Motion to Dismiss the Complaint for failure to state a claim. Breach of Contract The Debtors' breach of contract claim alleges that USWM breached the Agreement by failing to provide sufficient commercialization efforts for ZIMHI in accordance with the Agreement and that USWM wrongfully withheld information from the Debtors related to its commercialization efforts in contravention of the Agreement. USWM responds that the Debtors' allegations are conclusory and insufficient to state a claim for breach of the Agreement. USWM asserts that the Complaint does not clearly identify which specific contractual obligations it breached and argues that the Debtors do not allege any specific facts from which the Court can plausibly infer that USWM breached the Agreement. USWM argues that, because the Debtors' allegations are conclusory and lack a sufficient factual basis, it lacks fair notice of the nature of the claim mandating its dismissal. The Court finds that the Debtors do allege facts sufficient to support a claim that USWM failed to exercise commercially reasonable efforts to market and distribute ZIMHI as required by the Agreement. USWM also argues that the Agreement contains multiple provisions that preclude the Debtors' claims for relief. USWM asserts that the Debtors fail to allege facts showing that USWM spent less than the Safe Harbor threshold, thereby precluding the Court from inferring a viable claim for breach of the CRE Provision. The Debtors contend that it is premature for USWM to raise its defenses at the motion to dismiss stage. They further argue that their claim that USWM did not use CRE with respect to ZIMHI alone supports the inference that USWM failed to meet the Safe Harbor threshold because sufficient spending would have produced a better outcome. The Court agrees with the Debtors that USWM's invocation of the Safe Harbor and Sales and Distribution Allocation provisions is premature at this stage because they are affirmative defenses. The Debtors have not addressed these issues in their Complaint and the facts relating to whether those provisions preclude their claims are contested and not apparent from the face of the Complaint. The Court concludes that the Debtors have stated a breach of contract claim under Delaware law and are not required to refute every possible affirmative defense in their Complaint or at the motion to dismiss stage. Information Claim The Debtors also allege that USWM breached the Agreement by wrongfully withholding information which they requested. The Debtors contend that the information they requested about USWM's commercialization of ZIMHI is relevant to its claims. They suggest that USWM's failure to share this information requires the Court to make a negative inference that USWM did not exercise commercially reasonable efforts in marketing ZIMHI. USWM responds that the Debtors have not identified any provision of the Agreement it breached by not providing information. Accordingly, USWM argues that this claim, like the Commercialization Claim, should be dismissed as conclusory. It argues that the exchange of the requested information is more appropriate for the discovery phase, and that discovery should be made only in response to a well-pled complaint -- not to supply facts necessary to state a claim in the first instance. The Court finds that the Debtors have not alleged facts sufficient to state a claim that USWM wrongfully withheld information in contravention of the Agreement. Nonetheless, because the Court found that the Debtors have stated a claim for breach of contract, it will not dismiss that claim. It will, however, allow the Debtors to amend the Complaint if they wish to rectify this deficiency and preserve their breach of contract claim based on failure to provide the requested information. Damages The Court agrees with the Debtors that their claims for lost sales profits are plausibly recoverable as direct expectation damages under the Agreement. While the Court agrees with USWM that the Agreement bars recovery of consequential damages, it concludes that it is premature at this stage to determine whether the claimed damages for market capitalization losses are consequential or direct damages. Rather, the Debtors are entitled to an opportunity to establish at trial all of their recoverable damages caused as a result of USWM's alleged breach of the Agreement. The Court concludes that the Debtors have stated a claim for breach of the Agreement with USWM. Objection to Claim The Debtors' claim to disallow USWM's proof of claim is premised entirely on its breach of contract claims. Because the Court concludes that the Complaint states a claim for breach of contract, the Court concludes that it states a claim to disallow (or reduce) USWM's proof of claim. A copy of the Court's decision is available at https://urlcurt.com/u?l=dEBQZB from PacerMonitor.com. About DMK Pharmaceuticals Corp. DMK Pharmaceuticals Corporation and its affiliates are composed of a family of pharmaceutical companies that own various therapies treating different indications. Over time, the Debtors' portfolio of treatments has focused on treatment of the opioid epidemic, both in an emergency setting and in the prophylactic treatment of Opioid Use Disorder. DMK Pharmaceuticals and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10153) on Feb. 2, 2024. In the petition signed by its chief financial officer, Seth Cohen, DMK Pharmaceuticals disclosed $10 million to $50 million in both assets and liabilities. The Debtors tapped Gellert Scali Busenkell & Brown, LLC and Nelson, Mullins, Riley & Scarborough, LLP as legal counsels; and Rock Creek Advisors, LLC as financial advisor. BMC Group, Inc., is the claims and noticing agent. EAGLE-PICHER: Trust Wins Summary Judgment in Pafundi Claim Dispute ------------------------------------------------------------------ Judge Guy R. Humphrey of the United States Bankruptcy Court for the Southern District of Ohio granted summary judgment to the EaglePicher Industries, Inc. Personal Injury Settlement Trust on the motion of Ted Joseph Pafundi to allow review of a malignancy claim. The Debtors' Third Amended Plan of Reorganization was confirmed on Nov. 18, 1996. Section 3.2.17 of the confirmed Plan provided for the establishment of the Trust with the primary purpose of resolving Asbestos Personal Injury Claims in accordance with the Plan. The Movant is the son of Joseph Pafundi ("Mr. Pafundi"). Mr. Pafundi was a claimant that, in 2001, settled his non-malignancy claim with the post-confirmation trust established by the debtors' confirmed plan. After his settlement, Mr. Pafundi was diagnosed with mesothelioma and died on Feb. 7, 2005. The Movant is requesting that the Trust review a separate malignancy claim for Mr. Pafundi. Mr. Pafundi elected to pursue the individualized review process through which his claim was reviewed and determined and then entered into a settlement and release agreement with the Trust to resolve his claim for a non-malignant asbestos injury on July 16, 2001. The Trustees approved Mr. Pafundi's claim for a non-malignant injury. Consistent with the Claims Procedures for individualized payments, the Trustees assigned Mr. Pafundi's claim a gross settlement value in the amount of $4,123. This value was multiplied by the then current Payment Percentage of 25.7%, resulting in a then current liquidation value ("CLV") of $1,060. The Trustees offered Mr. Pafundi two different settlement methods: (1) a two-payment plan, in which a first payment in the amount of $530 (50% of the CLV) would be paid to Mr. Pafundi within 30 days of receipt of a signed release, with a second payment subject to recalculation, payable within two years after the date of the first payment; or (2) a one-payment plan, under which Mr. Pafundi would receive one payment in the amount of $742 (70% of the CLV). Mr. Pafundi elected to receive one payment in the amount of $742 and executed a release of all future claims on July 16, 2001. According to Movant, Mr. Pafundi's health began to deteriorate in 2003 and he was diagnosed with mesothelioma in late 2004. Mr. Pafundi succumbed to his illness and passed away on Feb. 7, 2005. Movant explains that the Trust has rejected the processing of a malignancy claim for Mr. Pafundi based upon the settlement of Mr. Pafundi's non-malignant injury in 2001. He contends that the Trustees' resolution of his father's claim contradicts the purpose of the Trust, in that treatment of malignancy claims varied based upon how a prior nonmalignant injury claim was settled. He argues that the Trust should not have allowed his father's claim to undergo the individualized review process as his father had a nonmalignant injury, and the Claims Procedures provide that the discounted cash payment election is designed for claimants suffering from a nonmalignant injury. Movant disputes that his father was given the option to elect a discounted cash payment, claiming instead that the Trustees only offered to process Mr. Pafundi's claim as an individualized review payment, which required his father to execute a full release of future claims. Specifically, he criticizes the Trust's requirement for claimants with a nonmalignant injury to execute a full release of claims as a condition of payment, as such a requirement allowed the Trust "to shirk accountability for a loss for which it was clearly responsible." The Trust reiterates the provisions of the Claims Procedures, under which individuals with valid Asbestos Personal Injury Claims were offered the choice to either receive a discounted cash payment or pursue an individualized review of the claim. It explains that while claimants can choose between these options, once a claimant opts for an individualized review and receives a payment, the claimant must execute a full release and is barred from filing future claims. According to the Trust, Mr. Pafundi opted for an individualized review of his claim, executed a general release barring future asbestos-related claims, and received a settlement payment in the amount of $742 for a nonmalignant injury in 2001. The Trust argues that Ohio law strictly enforces general releases and that Mr. Pafundi's release was unambiguous, covering all future asbestos-related claims. Movant's filings do not identify what legal or pecuniary interest he holds in any claim which his father, Mr. Pafundi, held. Judge Humphrey explains, "The summary judgment evidence does not indicate if a probate estate was administered for Mr. Pafundi and, if so, whether any claim against the Trust was administered and conveyed by the estate to Movant or anyone else. There simply is no summary judgment evidence from which the Court can conclude that Movant has a 'concrete and particularized' injury attributable to the Trust's actions or inactions. More particularly, Movant has failed to identify how the alleged injury to his father caused by the manner in which Mr. Pafundi's claim was administered by the Trust has specifically resulted in an injury to Movant. While Movant undoubtedly seeks to right a wrong which he perceives his father suffered at the hands of the Trust and Trustees, this intention to remediate that perceived wrong does not rise to the level of being a 'concrete and particularized' injury to Movant." Accordingly, the Court finds that Movant lacks Article III standing to pursue this matter. Even assuming that Movant has standing to object to the final determination of Mr. Pafundi's claim, the Trust is entitled to summary judgment because all the actions of the Trust were consistent with the relevant Trust documents, and the procedures in place for all claimants, the Court concludes. Therefore, the Court grants summary judgment to the EaglePicher Industries, Inc. Personal Injury Settlement Trust, and the Motion of Pafundi to Allow Review of a Malignancy Claim is denied. A copy of the Court's decision is available at https://urlcurt.com/u?l=eiZJfk from PacerMonitor.com. About EaglePicher Headquartered in Phoenix, Arizona, EaglePicher Incorporated -- http://www.eaglepicher.com/-- is a diversified manufacturer and marketer of innovative advanced technology and industrial products for space, defense, automotive, filtration, pharmaceutical, environmental and commercial applications worldwide. The company along with its affiliates and parent company, EaglePicher Holdings, Inc., filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601). Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P, represents the Debtors in their restructuring efforts. Houlihan Lokey Howard & Zukin is the Debtors financial advisor. When the Debtors filed for protection from their creditors, they listed $535 million in consolidated assets and $730 in consolidated debts. The Company emerged from chapter 11 on Aug. 1, 2006, under its confirmed chapter 11 plan, and is now principally owned by affiliates of Angelo, Gordon & Company and Tennenbaum Capital Partners. EYENOVIA INC: Registers 6.37M Shares for Sale by Securityholders ---------------------------------------------------------------- Eyenovia, Inc. filed a Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission relating to the offer and sale from time to time, by the selling securityholders -- Armistice Capital, LLC, Avenue Venture Opportunities Fund, L.P., and Avenue Venture Opportunities Fund II, L.P. -- of up to 6,370,387 shares of the common stock, par value $0.0001 per share of the Company which includes: (i) up to 23,771 shares of Common Stock that were issued in connection with the First Amendment to the Supplement to that certain Loan and Security Agreement, dated November 22, 2022, with Avenue Capital Management II, L.P., as administrative agent and collateral agent, Avenue Venture Opportunities Fund, L.P., as a lender and Avenue Venture Opportunities Fund II, L.P., as a lender and the Subscription Agreement, dated November 22, 2024, among the Company and the Lenders, (ii) up to 394,236 shares of Common Stock issuable upon the exercise of 394,236 Warrants at an exercise price of $5.272 per share, which Warrants were issued in connection with a warrant inducement offer letter, dated as of January 16, 2025, between the Company and an institutional investor, and (iii) up to 5,952,380 shares of Common Stock issuable upon the exercise of the conversion right by the Lenders pursuant to the Second Amendment to the Supplement to the Loan and Security Agreement, dated February 21, 2025. Unless otherwise stated, the share information in the prospectus reflects the effect of the reverse stock split of the Common Stock at a ratio of 1-for-80, which became effective January 31, 2025. The Common Stock may be offered and sold from time to time by the Selling Securityholders". Eyenovia, said, "We are registering these securities for sale by the Selling Securityholders to satisfy certain registration rights that we have granted to the Selling Securityholders. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of securities by the Selling Securityholders. We will pay the expenses incurred in registering the Common Stock covered by the prospectus, including legal and accounting fees. The Selling Securityholders will bear all commissions and discounts, if any, attributable to its respective sales of Common Stock under the prospectus. "Our Common Stock is listed on The Nasdaq Capital Market under the symbol "EYEN." On April 16, 2025, the last reported sale price of our Common Stock was $1.07 per share." A full-text copy of the Registration Statement is available at: https://tinyurl.com/3brn5839 About Eyenovia New York, N.Y.-based Eyenovia, Inc. is an ophthalmic technology company commercializing Mydcombi (tropicamide and phenylephrine HCL ophthalmic spray) for inducing mydriasis for routine diagnostic procedures and in conditions where short-term pupil dilation is desired, preparing for the commercialization of clobetasol propionate ophthalmic suspension 0.05% ("clobetasol propionate"), for the treatment of post-operative inflammation and pain following ocular surgery, and developing the Optejet delivery system both for use in combination with its own drug-device therapeutic programs and for out-licensing for use in combination with therapeutics for additional indications. The Company's aim is to improve the delivery of topical ophthalmic medication through the ergonomic design of the Optejet, which facilitates ease-of-use and delivery of a more physiologically appropriate medication volume, with the goal to reduce side effects and improve tolerability and introduce digital health technology to improve therapy compliance and ultimately medical outcomes. New York, N.Y.-based Marcum LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $3.7 million in total assets, $16.7 million in total liabilities, and a total stockholders' deficit of $13.1 million. FIREFLY NEUROSCIENCE: Roxy Capital Reports 3.65% Equity Stake ------------------------------------------------------------- Roxy Capital Corp. disclosed in a Schedule 13G (Amendment No. 1) filed with the U.S. Securities and Exchange Commission that as of February 12, 2025, it beneficially owns 424,689 shares of common stock of Firefly Neuroscience, Inc., representing approximately 3.65% of the outstanding shares of common stock. Roxy Capital Corp may be reached through: Eric Lazer, Director 20 Canal Beach, Old Fort Bay, P.O. Box N7776, Nassau, Bahamas 00000 Tel: 305-429-3795 A full-text copy of Roxy Capital's SEC report is available at: https://tinyurl.com/ywzdamdp About Firefly Firefly (NASDAQ: AIFF) (formerly WaveDancer, Inc.) is an Artificial Intelligence company developing innovative solutions that improve brain health outcomes for patients with neurological and mental disorders. The FDA-510(k)-cleared Brain Network Analytics (BNA) software platform is designed to advance diagnostic and treatment approaches for individuals with mental illnesses and cognitive disorders, such as depression, dementia, anxiety, concussions, and attention-deficit/hyperactivity disorder (ADHD). Toronto, ON, Canada-based Marcum Canada LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Apr. 2, 2025, attached on the Company's Annual Report on Form 10-K for the year ended Dec. 30, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2024, the Company had $4,601,000 in total assets, $4,976,000 in total liabilities, and a total stockholders' deficit of $375,000. FLORIDA MONSTER: Court Extends Cash Collateral Access to June 5 --------------------------------------------------------------- Florida Monster Chef, LLC received interim approval from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral until June 5, marking the fourth extension since the company's Chapter 11 filing. The company was previously allowed to access cash collateral through May 8 pursuant to the court's April 30 interim order. The fourth interim order authorized the company's interim use of cash collateral to pay the amounts expressly authorized by the court, including payments to the Subchapter V trustee and payroll obligations; and the expenses set forth in its budget, plus an amount not to exceed 10% for each line item. As protection, Kapitus Servicing, Inc., as servicer for Kapitus LLC, will have a perfected post-petition lien on cash collateral to the same extent and with the same validity and priority as its pre-bankruptcy lien. In addition, Kapitus was granted an allowed superpriority administrative expense claim as further protection. The next hearing is scheduled for June 5. About Florida Monster Chef Florida Monster Chef, LLC owns and operates Vines Grille& Wine Bar restaurant in Florida. Florida Monster Chef filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 24-06830) on December 17, 2024, listing between $500,000 and $1 million in both assets and liabilities. Judge Tiffany P. Geyer presides over the case. Justin M. Luna, Esq., at Latham, Luna, Eden & Beaudine, LLP is the Debtor's legal counsel. Kapitus Servicing, Inc., as secured creditor, is represented by: J. Ryan Yant, Esq. Carlton Fields, P.A. P.O. Box 3239 Tampa, FL 33601-3239 (813) 223-7000 ryant@carltonfields.com GIBSON INC: S&P Alters Outlook to Negative, Affirms 'B' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based Gibson Inc. to negative from stable and affirmed its 'B' issuer credit rating and 'B' issue-level rating on its first-lien term loan. The negative outlook reflects the greater uncertainty around the company's operating performance over the next 12 months due to its exposure to tariffs on imports from China and the weakening macroeconomic environment. S&P said, "We forecast elevated cost headwinds stemming from the tariffs on its guitar imports from China, leading to weaker credit metrics. Gibson produces the majority of its products in the U.S. (accounting for about 65% of its total cost of goods sold [COGS]). However, the company also imports finished goods from China, which account for about 28% of its total COGS, with 50% of those goods imported into the U.S. Now that imports from China into the U.S. are facing significant tariffs--currently set at 145%--we believe this could erode Gibson's profitability over the next 12 months and thereafter. "Prior to the tariff announcements, the company was performing in line with our expectations, with estimated S&P Global Ratings-adjusted leverage of about 5.3x and FOCF of about $25 million in fiscal year 2025 on about a 0.5% increase in its revenue and roughly flat EBITDA compared with the prior year. However, we now forecast Gibson's EBITDA will contract by about 20% because of the higher costs from tariffs and declining sales due to weaker demand for its products, which we forecast will cause its leverage to rise to 6.5x and reduce its FOCF generation to $11 million in fiscal year 2026. Our base-case forecast assumes close to a 100% effective tariff on imports from China, which we expect will lead to an about 300 basis point (bps) contraction in the company's gross profit margin, after management's mitigation efforts, in fiscal year 2026. We believe Gibson's gross margin remained flat year over year in fiscal year 2025. "The guitars the company imports from China are lower-margin products, mainly from the Epiphone brand, as well as the Steinberg, KRK, and Kramer brands it manufactures with third parties. The company generally sells these guitars to lower-income, entry level consumers at varying price points below $500. We do not expect Gibson will raise its prices on these guitars in response to the higher tariffs because these consumers are more sensitive to price changes, which would likely lead to greater volume declines if it significantly increased its pricing." Instead, S&P expects the company will engage in mitigation strategies, such as: Duty drawback programs: Duty drawback is the refund of duties and tariffs imposed on imported merchandise due to the merchandise being re-exported (out of the U.S. to a foreign country) or destroyed. It additionally allows for imports and exports that have the same Harmonized Tariff Schedule code to be substituted for one another such that Gibson receives credit for goods that it manufactures in the U.S. and exports internationally. S&P expects duty drawbacks to offset close to 50% of the company's incremental tariff costs because it exports Gibson-brand guitars to Europe, the Middle East, and Africa (EMEA) and other countries in Asia; and Shifting production to Indonesia: Over the longer term, the company could shift some of its China-based production to Indonesia if tariffs on imports into the U.S. from Indonesia are lower than those on China. Management's other strategies to preserve its profitability and cash flow include: -- Bonded warehouses: Gibson utilizes bonded warehouses in China and EMEA where it can store imported goods without paying tariffs or duties on those products. The company is evaluating opportunities to establish a bonded warehouse in the U.S. where it could hold its imported products while tariff negotiations take place. However, this could cause the company to tie up cash in inventory, which would be a headwind to its FOCF generation. S&P said, "Ultimately, we expect duty drawbacks will be the primary vehicle for Gibson to offset the higher costs from the tariffs on China imports. However, it is possible that the company's profitability will decline by more than we forecast if tariff negotiations do not alleviate the ongoing uncertainty or economic conditions worsen more severely than we expect. "The company has additional tariff exposures on the goods it imports from Indonesia and exports from the U.S. to China, although we do not expect these will have as large an impact on its profitability as the China import tariffs. The balance of Gibson's production occurs in Indonesia, where it also produces Epiphone guitars with third parties. The company imports about 60% of its Indonesia production into the U.S. However, we believe the import value of its products produced in Indonesia is less than $5 million. Additionally, the company exports Gibson-brand guitars, which it manufactures in the U.S. at a company-owned facility, to EMEA, China, and other countries in Asia. Gibson's China sales account for about 5% of its total revenue and Gibson-brand guitars comprise less than 20% of its total China sales, thus we don't anticipate a material decline in its profitability stemming from reciprocal tariffs on its exports into China. "Weaker-than-expected consumer discretionary spending is a risk to our forecast. On May 1, 2025, S&P Global economists lowered their baseline U.S. GDP growth forecast for calendar year 2025 to 1.5% from 1.9% because of uncertainty around the future pace of Fed rate cuts and the higher average effective tariffs on imported goods, which will likely lead to increased inflation. We expect Gibson's revenue will decline in fiscal year 2026 as consumers become more cautious with their discretionary spending by focusing on essentials like food and housing amid the uncertain macroenvironment. That said, we believe the company's core customers tend to be professional musicians, collectors, and long-time guitarists, given that it is the leader in premium-priced guitars. Therefore, these consumers may not be as financially stretched as general consumers, which could potentially offset some of the volume declines from its lower-cost guitars as lower-income consumers pull back on their spending. However, there has been less foot traffic in the stores of independent guitar sellers, which will likely continue to negatively affect the company's sales in fiscal year 2026. We view's Gibson's retail inventory levels as normal and do not believe it pulled forward any inventory in anticipation of the tariffs. "We believe Gibson will have sufficient liquidity over the next 12 months. We estimate the company ended fiscal year 2025 with about $45 million of cash on hand and an undrawn asset-based lending (ABL) facility. We believe Gibson has $62 million of availability under the ABL facility, considering its borrowing base and after outstanding letters of credit, which will provide it with total liquidity of more than $100 million over the next 12 months. Moreover, we expect the company will continue to generate positive FOCF in fiscal year 2026 and thereafter because it will sustain lower capital spending in 2025 and prudently manage its working capital to preserve cash flow." The negative outlook reflects the greater uncertainty around Gibson's operating performance over the next 12 months due to its exposure to tariffs on imports from China and the weakening macroeconomic environment. S&P could lower its ratings on Gibson if its operating performance declines, potentially leading it to sustain S&P Global Ratings-adjusted leverage of more than 6.5x or FOCF of less than $10 million. This could occur if: -- The company is unable to offset the higher costs from tariffs on imported goods, particularly from China; -- It is unable to effectively manage its working capital, particularly inventory; -- The level of discretionary spending on premium guitars and professional audio products falls substantially due to weak macroeconomic conditions; or -- The company loses key customers. S&P could revise its outlook on Gibson to stable if it maintains leverage comfortably below 6.5x and we expect its FOCF will exceed $10 million. This could occur if: -- The company offsets the higher costs from the tariffs through mitigation strategies or the tariff risk abates; and -- The demand for guitars remains healthy, potentially due to solid brand loyalty or an improving macroeconomic environment. GIGA WATT: Court Tosses Class Member's Bankruptcy Appeal -------------------------------------------------------- Chief Judge Stanley A. Bastian of the United States District Court for the Eastern District of Washington granted the motion of Giga Watt, Inc. and its chapter 11 trustee, Mark D. Waldron, to dismiss the appeal styled as ANDREA SHARP, Appellant, v. GIGA WATT INC.; MARK D. WALDRON, Trustee, Appellees, Case No. 2:25-CV-00078-SAB (E.D. Wash.), for lack of jurisdiction and standing. The Giga Watt Project was formed to build and run a large-scale cryptocurrency mining operation. As part of the project, Giga Watt sold so-called "WTT Tokens" that entitled a token purchaser to use electricity generated by the Giga Watt facility to mine and generate cryptocurrency. The sales proceeds from the WTT Tokens totaled more than $22 million, which was held by Perkins Coie LLP in an escrow account. After the initial sale of tokens was complete, Perkins provided refunds to some purchasers, paying them from the escrow fund. Perkins subsequently transferred $21.6 million to Giga Watt entities, and by Feb. 22, 2018, the escrow account was depleted. On Nov. 30, 2020, Waldron commenced an adversary proceeding against Perkins alleging that its disbursement of the escrow funds violated a fiduciary duty that resulted in Giga Watt's collapse. On Dec. 15, 2020, the Bankruptcy Court entered an order approving the employment of Potomac Law Group as special litigation counsel in the adversary proceeding. On Dec. 16, 2020, a class action lawsuit was filed in the District Court. The class members consisted of individuals who had purchased WTT Tokens, including Appellant. PLG ultimately reached an agreement to settle both the adversary proceeding and the class action suit, wherein Perkins agreed to pay $3 million to the bankruptcy estate and $4.5 million to the class members. On Oct. 4, 2023, the Bankruptcy Court approved the Settlement Agreement. On Feb. 2, 2024, the District Court entered a preliminary approval of the Settlement Agreement. The class members were allowed to object or opt-out, but none did, and the District Court then entered final approval of the Settlement Agreement on May 23, 2024. On Oct. 2, 2024, Waldron filed three omnibus objections to 283 claims that had been made against the bankruptcy estate, arguing that the claims should be disallowed and expunged from the Bankruptcy Court's claims register because they had been released under the Settlement Agreement. On Jan. 30, 2025, the Bankruptcy Court granted Trustee Waldron's omnibus objections. On March 5, 2025, Appellant filed a Notice of Appeal in the District Court, seeking to overturn the Order. A notice of appeal of a bankruptcy order must be filed within 14 days after the order is entered. The bankruptcy court may extend the deadline to file an appeal if the appellant: (1) files a motion to extend the deadline within 35 days of the order and (2) demonstrates excusable neglect. The Court finds the appeal is untimely under Federal Rule of Bankruptcy 8002(a)(1). According to the Court, there is nothing in the record to indicate the bankruptcy court extended the deadlines. A copy of the Court's decision is available at https://urlcurt.com/u?l=XalgW9 from PacerMonitor.com. About Giga Watt Inc. Giga Watt Inc., a cryptocurrency mining services provider based in East Wenatchee, Washington, filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 18-03197) on Nov. 19, 2018. In the petition signed by Andrey Kuzenny, secretary, the Debtor estimated up to $50,000 in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Frederick P. Corbit. Winston & Cashatt, Lawyers, led by shareholder Timothy R. Fischer, is the Debtor's counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 19, 2018. The committee tapped DBS Law as its legal counsel. On Jan. 23, 2019, the court approved the appointment of Mark D. Waldron as the Chapter 11 trustee for the Debtor's estate. The Trustee was represented by CKR Law LLP. On Sept. 30, 2020, the court granted the United States Trustee's motion to convert the main bankruptcy case to Chapter 7. Mark D. Waldron is the Chapter 7 trustee. The Trustee is represented by Pamela M. Egan. GIL & RIVERA: Hires Bradford Law Offices as Counsel --------------------------------------------------- Gil & Rivera, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Bradford Law Offices as counsel to handle its Chapter 11 case. The firm's hourly rates are: Attorneys $575 Paralegals $185 In addition, the firm will seek reimbursement for expenses incurred. The firm will also receive a retainer of $36,738 from the Debtor. Danny Bradford, Esq., an attorney of the firm, 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: Danny Bradford, Esq. Bradford Law Offices 455 Swiftside Drive, #106 Cary, NC 27518 Tel: (919) 758-8879 Email: dbradford@bradford-law.com About Gil & Rivera, LLC Gil & Rivera, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 25-01470-5) on April 24, 2025. The Debtor hires Bradford Law Offices as counsel. GLOBE PHOTOS: Ex-Directors Win Bid for Extraordinary Writ Relief ---------------------------------------------------------------- In the case captioned as SCOTT BLACK; JEROME NADAL; AND GEORGE SMITH, Petitioners, vs. THE EIGHTH JUDICIAL DISTRICT COURT OF THE STATE OF NEVADA, IN AND FOR THE COUNTY OF CLARK: AND THE HONORABLE JOSEPH' HARDY, JR., DISTRICT JUDGE, Respondents, and SEAN GOODCHILD: MIKE MEADER; DAVID MORTON; AND KLAUS MOELLER, Real Parties in Interest, No. 88115 (Nev.), Judge Kristina Pickering of the Nevada Supreme Court granted the petition filed by Scott Black, George Smith, and Jerome Nadal for a writ of prohibition or mandamus directing the Eighth Judicial District Court of the State of Nevada to vacate its order and grant their motion to dismiss the shareholders' claim against them. Petitioners were members of the board of directors of now-defunct Globe Photos, Inc. Globe owned a portfolio of millions of images of celebrities and musicians, including Marilyn Monroe, the Beatles, and Jimi Hendrix, some taken by famous photographers such as Frank Worth. Real parties in interest Sean Goodchild, Mike Meader, David Morton, and Klaus Moeller (the Shareholders) were Globe shareholders who claim that there were many viable and obvious paths for Globe to capitalize on these assets, such as marketing and selling them en masse to a large media company, selling prints or originals, or licensing them. In 2020, despite the value of its portfolio. Globe sought Chapter 7 bankruptcy protection. The trustee liquidated Globe's assets to pay the secured creditors, which left nothing for unsecured creditors or the Shareholders. Three years later, in 2023, the Shareholders sued Petitioners, among others, in Nevada state court. They alleged that Petitioners breached their fiduciary duties by mismanaging Globe's assets and liabilities, failing to sell a small number of photographs to meet current debts, and, ultimately, approving "a sham bankruptcy." In their complaint, the Shareholders acknowledge that Globe had some cash flow issues and past-due debts but allege that these were modest and that Globe's Board and management could have remedied them completely and quickly by selling a small portion of the photos owned by Globe. According to the Shareholders, there was absolutely no legitimate need for the bankruptcy, and Petitioners' approval of the Chapter 7 bankruptcy was not made in good faith or undertaken with due care. The Shareholders' complaint describes an elaborate scheme involving Globe creditor Falcon Capital; Falcon's managing partner, Wilson Rondini III; and Globe CEO, board member, and shareholder Stuart Scheinman -- all of whom the complaint names as defendants but none of whom is a Petitioner in this case. The Shareholders allege that Falcon, Rondini, and Scheinman conspired to defraud Globe and the plaintiff Shareholders by contriving a financial crisis that Scheinman could use to persuade Globe's other board members to put the company into Chapter 7 bankruptcy. In bankruptcy, Globe's assets would be liquidated. A secured creditor, Falcon, would acquire the assets by credit bidding at fire-sale prices, then share its ill-gotten gains with Scheinman and Rondini. Falcon failed to perfect its security interest, so Globe's assets went to pay other secured creditors. But the bankruptcy and liquidation sale that followed left nothing for unsecured creditors or shareholders. The Shareholders assert multiple claims for aiding and abetting, fraud, and misrepresentation against Falcon, Rondini, and Scheinman. Against Petitioners, by contrast, they assert only one claim: Breach of Fiduciary Duty/Duty of Loyalty. The Shareholders allege that Petitioners, as Globe board members, owed the Plaintiffs a fiduciary/loyalty duty to act in their best interest, which they breached by not developing the business in good faith and with due care and by approving the bankruptcy filing. The complaint alleges that Petitioners acquiesced to Scheinman, either because of inattention, a deliberate effort to aid Falcon, or out of a desire to protect themselves from liability because they had mismanaged Globe's assets and its directors' and officers' liability insurance policy had expired without being renewed. Of note, the Shareholders disclaimed any allegation of intentional misconduct or fraud against Petitioner Smith, stating that as to him lilt's a breach of fiduciary duty pleading. This concession applies equally to Petitioners Black and Nadal, whose conduct the complaint does not meaningfully distinguish from Smith's. In district court. Petitioners moved to dismiss the complaint. They argued that the Shareholders lack standing to sue them for breach of fiduciary duty because that claim seeks to redress harm to Globe. This made the claims property of Globe's bankruptcy estate, which the trustee controlled, and over which the bankruptcy court had exclusive jurisdiction. Petitioners alternatively argued that the complaint should be dismissed for failure to state a claim upon which relief could be granted and for not meeting the heightened pleading standard for fraud. The Shareholders disagreed. Characterizing their claim against Petitioners as direct and not derivative, they argued that the alleged breach of fiduciary duty harmed them specifically, while it benefited other shareholders, notably, Scheinman. On this basis, they maintained that the claim against Petitioners did not constitute property of Globe's bankruptcy estate and was theirs to assert directly. The Shareholders also argued that they pleaded sufficient facts in their complaint to defeat the motion to dismiss. The district court denied Petitioners' motion to dismiss. It concluded that the Shareholders pleaded "a direct cause of action and not a derivative one" against Petitioners, so they had standing, and the district court had jurisdiction, to proceed. It also rejected Petitioners' challenge to the sufficiency of the complaint's allegations to state a claim for breach offiduciary duty. Petitioners now seek a writ of prohibition or mandamus directing the district court to vacate its order and grant their motion to dismiss. Judge Pickering concludes that the Shareholders' breach of fiduciary duty claim against Petitioners is derivative, not direct. Because the Shareholders' claim against Petitioners is derivative, it is the property of Globe's bankruptcy estate. Only the trustee has standing to assert such a claim on behalf of Globe's bankruptcy estate. The Shareholders therefore lack standing to assert this claim. She holds that the district court plainly erred in denying Petitioners' motion to dismiss the Shareholders' claim against them. They therefore grant the petition for extraordinary writ relief. The clerk of this court shall issue a writ of prohibition instructing the district court to vacate its order denying Petitioners' motion to disrniss and to instead enter an order granting it. A copy of the Court's decision is available at https://urlcurt.com/u?l=Fu6z2c Attorneys for Petitioners: John A. Fortin, Esq. Aaron D. Shipley, Esq. Emily M. Dennis, Esq. MCDONALD CARANO LLP 2300 W. Sahara Avenue Suite 1200 Las Vegas, NV 89102 Phone: (702) 873-4100 Fax: (702) 873-9966 E-mail: jfortin@mcdonaldcarano.com Attorneys for Real Parties in Interest: Brandon C. Fernald, Esq. FERNALD LAW GROUP APC E-mail: brandon@fzlaw.com 3753 Howard Hughes Pkwy, Unit 100 Las Vegas, NV 89169 Phone: (702) 410-7500 Fax: (702) 410-7572 - and - John Durrant, Esq. DURRANT LAW FIRM, APC 2337 Roscomare Road, Suite 2180 Los Angeles, CA 90077 Phone: 424-273-1962 GRANITE CITY: Hires Michael T. Bowers as an Accountant ------------------------------------------------------ Granite City Mechanical, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Michael T. Bowers as an Accountant. The firm will assist the Debtor with matters related to the pending case including insolvency analysis (if needed) and plan formation. The firm will be paid at these rates: Partner $300 per hour Bookkeeper $85 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Bowers 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: Michael T. Bowers 219 Wilmot Dr. Gastonia, NC 28054 Tel: (704) 867-2394 About Granite City Mechanical Granite City Mechanical Inc. is a mechanical contractor in Mount Airy, North Carolina. Granite City Mechanical Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 24-50323) on Aug. 30, 2024. In the petition signed by Sherri Fore, as officer, the Debtor estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Laura T. Beyer oversees the case. The Debtor is represented by: John C. Woodman, Esq. ESSEX RICHARDS PA 1701 South Boulevard Charlotte, NC 28203 Tel: (704) 377-4300 Fax: (704) 372-1357 Email: jwoodman@essexrichads.com GREAT EDUCATION: Janice Seyedin Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 11 appointed Janice Seyedin as Subchapter V trustee for Great Education Partners LLC. Ms. Seyedin will be paid an hourly fee of $295 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Seyedin declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. About Great Education Partners Great Education Partners LLC is an educational organization in Chicago, Illinois, offering early childhood education services. Great Education Partners LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-05324) on April 7, 2025. In its petition, the Debtor reports total assets as of March 31, 2025 amounting to $49,876 and total liabilities as of March 31, 2025 of $2,154,718. Honorable Bankruptcy Judge Janet S. Baer handles the case. The Debtor is represented by David K. Welch, Esq. at BURKE, WARREN, MACKAY & SERRITELLA, P.C. GREGORY TE VELDE: Judge Wants Dari-Tech's Summary Judgment Denied ----------------------------------------------------------------- Judge Rene Lastreto II, of the United States Bankruptcy Court for the Eastern District of California recommends that the United States District Court for the Eastern District of California deny the second motion for summary judgment filed by Dari-Tech, Inc. in the adversary proceeding captioned as RANDY SUGARMAN, CHAPTER 11 TRUSTEE Plaintiff, v. IRZ CONSULTING, LLC, aka IRZ CONSTRUCTION DIVISION, LLC, Defendant, Adv. Proceeding No. 19-1033-B (Bankr. E.D. Cal.). In late 2015, Debtor hired Defendant IRZ Consulting, LLC also known as IRZ Construction Division, LLC to manage the construction of the dairy project. IRZ managed at least nine subcontractors in the Lost Valley project. One of those subcontractors is the Movant in this case, Dari-Tech. Most of the subcontractors actually had direct contracts with the Debtor according to some of the evidence. Dari-Tech also claims it had a direct contract with the Debtor. Plaintiff, Randy Sugarman, filed this adversary proceeding against IRZ alleging breach of contract and negligence resulting in nearly in $19 million in construction defect damages. The complaint also included an objection to the allowance of IRZ's proof of claim for unpaid management fees. Trustee's allegations are that IRZ allegedly failed to competently perform management services for the planning, engineering, and construction of the dairy waste collection, treatment, conversion, and disposal system. The complaint includes four claims for relief: objection to claim, breach of contract, negligence, and fraudulent transfer. IRZ then filed a third-party complaint alleging negligence, indemnity, and contribution against nine third-party defendants including Dari-Tech whose work on the project related to the allegations in the complaint. This is the second summary judgment motion filed by DariTech. The first summary judgment motion was filed after written discovery had been exchanged. The basic argument in the first motion was that there was no evidence that Dari-Tech was engaged in any of the activity or responsible for the components that lead to the failure of the wastewater treatment system. The Bankruptcy Court issued a report and recommendation that the District Court deny the motion in June 2022. Its extensive report and recommendation on the first motion outlined the material factual disputes that remained. The District Court has not yet ruled on any objections to the report and recommendation. In this second motion, Dari-Tech argues essentially the same contention. Dari-Tech does cite deposition testimony which was largely absent in the first motion. Dari-Tech's primary argument is the Biolynk components were not the cause of the wastewater system failure but rather other components, the design of other portions of the dairy were faulty, or that the Dari-Tech Biolynk system was not properly operated. IRZ contends otherwise. IRZ maintains that there are genuine issues of material fact including the role of Dari-Tech in the design of the wastewater treatment system, whether the Biolynk system for the Lost Valley Dairy was inadequate for the type of waste going through the system, whether Dari-Tech improperly trained the operators of the Biolynk tank and related components, and that the failure of the Biolynk tank was a contributing factor in the failure of the wastewater system. Dari-Tech brought this motion before the District Court has ruled on the Report and Recommendation submitted by the Bankruptcy Court on Dari-Tech's first summary judgment motion. Dari-Tech has not met the requirements in this circuit for bringing this second motion. The Bankruptcy Court is not persuaded that it should exercise its discretion to consider successive summary judgment motions by Dari-Tech since there has been no compelling showing. This motion for summary judgment should be denied on this basis alone. Nevertheless, upon review of the evidence submitted by DariTech and IRZ, there are genuine issues of material fact that warrant denial of the summary judgment motion even if it was properly entertained, the Bankruptcy Court finds. Dari-Tech has not presented a compelling case for the Bankruptcy Court to even consider a second summary judgment motion based on essentially the same theories and facts as the first motion. For that reason, the Bankruptcy Court recommends the District Court deny the motion. Independently, and by no means limiting what may be both material and disputed issues of fact, the Bankruptcy Court recommends the District Court deny the motion for summary judgment on the merits. The Bankruptcy Court's rulings on IRZ's evidentiary objections are filed contemporaneously with this report. A copy of the Court's decision is available at https://urlcurt.com/u?l=uq4I8W from PacerMonitor.com. Attorneys for Dari-Tech, Inc. Movant/Third Party Defendant: Shanon J. Slack, Esq. SLACK LAW GROUP, APC, 2030 Main Street, Suite 1300 Irvine, CA 92614 Phone: 213-332-3721 E-mail: slack@slacklawgroup.com - and - Duncan Turner, Esq. BADGLEY MULLINS TURNER PLLC 19910 50th Ave. W., Suite 103 Lynnwood, WA 98036 Phone: (206) 621-6566 Fax: (206) 621-9686 E-mail: dturner@badgleymullins.com Attorneys for IRZ Consulting, LLC and LINDSAY CORPORATION: Kyle D. Sciuchetti, Esq. Bernie Kornberg, Esq. MILLER NASH LLP 500 Broadway St, Ste 400 Vancouver, WA 98660 Phone: (360) 699-4771 Fax: (360) 694-6413 E-mail: kyle.sciuchetti@millernash.com bernie.kornberg@millernash.com - and - Hagop Bedoyan, Esq. McCORMICK, BARSTOW LLP Phone: (559) 433-1300 Fax: (559) 433-2300 E-mail: hagop.bedoyan@mccormickbarstow.com About Gregory John te Velde Tipton, California-based Gregory John te Velde filed for Chapter 11 bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018. In his Chapter 11 petition, the Debtor estimated both assets and liabilities between $100 million and $500 million. Mr. te Velde does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost Valley Farm. He formerly did business as Willow Creek Dairy. Judge Fredrick E. Clement oversees the bankruptcy case. Mr. te Velde is represented by Riley C. Walter, Esq., who has an office in Fresno, California. GWA LLC: Tax Court Says Barrier Contracts Not Options ----------------------------------------------------- In the case captioned as GWA, LLC, GEORGE A. WEISS, TAX MATTERS PARTNER, Petitioner v. COMMISSIONER OF INTERNAL REVENUE, Respondent, Docket No. 6981-19 (T.C.), Judge Albert G. Lauber of the United States Tax Court held that the Barrier Contracts executed by GWA LLC with Deutsche Bank AG were not options and that GWA in substance was the owner of the basket securities. This case involves GWA, LLC (GWA), a TEFRA partnership, of which George A. Weiss, a hedge fund manager, is the tax matters partner. In the 2000s GWA executed with Deutsche Bank AG ten transactions or the Barrier Contracts. GWA was the nominal buyer and Deutsche Bank was the nominal seller. GWA treated the Barrier Contracts as call option contracts under sections 1234 and 1234A. Each Barrier Contract referenced a basket of securities, and the payout on each "option" depended on the value of those securities on the expiration date. The securities were nominally owned by a Deutsche Bank affiliate. But GWA directed trading in the securities basket on a daily or hourly basis, employing the same complex strategies it used in its other portfolios. For each Barrier Contract, GWA racked up large trading gains in the underlying securities basket. But for Federal tax purposes it took the position that these profits were not taxable on an annual basis as short-term gains. Rather, it contended that tax on its profits should be deferred until it exercised or terminated the "option." Because each "option" had a term of 12+ years, the tax deferral could continue for quite a while. And the tax would then be imposed, not at ordinary income rates, but at the lower rates applicable to long-term capital gains. In 2010 the Internal Revenue Service (IRS or respondent) published a memorandum identifying transactions resembling the Barrier Contracts as abusive. The Senate Permanent Subcommittee on Investigations (PSI) subsequently opened an investigation into these transactions. The PSI conducted interviews, held hearings, and collected more than one million pages of documents from five custodians, including Deutsche Bank and GWA. On July 22, 2014, the PSI completed its investigation and published a 96-page report, concluding that Deutsche Bank had promoted the Barrier Contracts to help hedge funds "avoid [F]ederal taxes and leverage limits on buying securities with borrowed funds." The PSI estimated that Deutsche Bank helped GWA and other funds avoid more than $3 billion in Federal income tax. The PSI specifically identified GWA as one of "the two largest participants" in this endeavor. The IRS selected GWA's 2009 and 2010 returns for examination. On December 3, 2018, it issued petitioner a Notice of Final Partnership Administrative Adjustment (FPAA) for each year. The FPAAs determined (among other things) that, for Federal income tax purposes, the Barrier Contracts were not "options" and that GWA was, in substance, the owner of the basket securities. The FPAAs determined total ordinary income adjustments in excess of $500 million for 2009 and 2010, plus accuracy-related penalties for each year. On May 1, 2019, petitioner petitioned this Court for readjustment of the partnership items. The case presents three principal questions, which are interrelated in terms of their bottom-line tax effects: * Whether the "option" form of the Barrier Contracts should be disregarded, with GWA being treated, in substance, as owning the basket securities for Federal income tax purposes. * Whether a "mark-to-market" election that GWA made on its 1998 tax return required that it mark to market the basket securities (or the "option") on an annual basis under section 475(f)(1), with the result that any gain or loss would be taxed annually as ordinary income or loss under section 475(d)(3)(A) and (f)(1)(D). * If respondent's position on one or both of the foregoing questions is sustained, whether the Commissioner's action constitutes a change to GWA's method of accounting to clearly reflect income under section 446, requiring one or more section 481 adjustments to prevent amounts from being duplicated or omitted. Economic Realities of the Barrier Contracts The Court concludes that the Barrier Contracts were not options in substance because they lacked the essential economic and legal characteristics of genuine options. When the self-serving labels are stripped away, the true substance of the arrangements is clear. GWA held and traded the basket securities through a prime brokerage account, and Deutsche Bank financed GWA's investment in those securities by extending a margin loan at 10-to-1 leverage, with the putative "premium" serving as collateral for that loan. Validity of the Election GWA conducted a portion of its trading activity through affiliates. One such affiliate was George Weiss & Co., LLC (Weiss & Co.), a broker-dealer and securities trader treated as a partnership for Federal income tax purposes. GWA conducted another portion of its securities trading business through OGI Associates, LLC (OGI), a Connecticut company. OGI was formed in 1994 for the purpose of trading in securities using GWA's proprietary capital, which it did at all relevant times. As of May 28, 1998, GWA was OGI's sole member, and Mr. Weiss was its sole manager. OGI was a single-member limited liability company (LLC) wholly owned by GWA, and OGI did not elect to be classified as a corporation. The Court holds that GWA, while the proper party to make a section 475(f) election, attempted on its 1998 return to make an election that was legally unavailable to it. Because its intent to make an impermissibly selective election was manifest on the return to which the election statement was attached -- and specifically on the statement itself -- that election was invalid. Neither GWA nor OGI thus made a valid election under section 475(f)(1) to use the mark-to-market method to account for its securities trading activities. Applicability of Penalties to Section 481(a) Adjustments For 2009 and 2010 the IRS determined accuracy-related penalties for negligence and (in the alternative) for substantial understatements of income tax. In the FPAAs for 2009 and 2010 the IRS determined that GWA owned the basket securities in substance and was thus required to pay tax on its annual trading gains under section 1001 and on its other securities-related income under the accrual method. The IRS determined that this change to GWA's method of accounting necessitated an aggregate adjustment of $337,170,142 under section 481 to reflect omissions from GWA's gross income for 2003–2008, the pre-2009 years during which it held one or more Barrier Contracts. The Court has held that a section 481 adjustment is required, in an amount to be determined. Petitioner cites no case law for the proposition that accuracy-related penalties -- as a matter of law -- cannot apply to section 481(a) adjustments. A copy of the Court's decision is available at https://urlcurt.com/u?l=U4J4Yk Attorneys for petitioner: Eric J. Albers-Fiedler, Esq. Drew A. Cummings, Esq. Thomas V. Linguanti, Esq. Sheri A. Dillon, Esq. James G. Steele III, Esq. Jennifer E. Breen, Esq. Maya A. Hairston, Esq. MORGAN, LEWIS & BOCKIUS LLP 1111 Pennsylvania Avenue, NW Washington, DC 20004-2541 Phone: (202) 739-3000 E-mail: eric.albers-fiedler@morganlewis.com drew.cummings@morganlewis.com thomas.linguanti@morganlewis.com sheri.dillon@morganlewis.com Attorneys for respondent: Lisa M. Goldberg, Esq. Elizabeth P. Flores, Esq. Michael A. Sienkiewicz, Esq. Byron M. Huang, Esq. Oleida Sullivan, Esq. Office of Chief Counsel INTERNAL REVENUE SERVICE 801 9th Street, NW, Mint Building, Room 4-157 Washington, DC, 20220 About GWA, LLC GWA, LLC is is engaged in financial investment activities. GWA, LLC filed Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 24-10744) on April 29, 2024. At the time of filing, the Debtor reported $500,000 to $1 million in assets and $50 million to $100 million in liabilities. Judge Martin Glenn oversees the cases. The Debtor is represented by Tracy L. Klestadt, Esq., at KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP. H&H COFFEE: Neumann Gruppe Files Renewed Bid to Appoint Receiver ---------------------------------------------------------------- In the case styled NEUMANN GRUPPE USA, INC. f/k/a ROTHFOS CORPORATION, a New York Corporation, Plaintiff v. H&H COFFEE INVESTMENTS, LLC, a Florida Limited Liability Company, H&H COFFEE GROUP EXPORT CORP., a Florida Corporation, CACHITA LATINA RADIO CORP., a Florida Corporation, CACHITA UNIVERSAL STUDIOS INC., a Florida Corporation, ENTV USA CR PUBLISHING CORP., a Florida Corporation, and ENTV USA INC., a Florida Corporation, Defendants, Case No. 1:22-cv-24000-JB (S.D. Fla.), the Plaintiff filed a renewed motion for appointment of receiver over H&H's Mortgaged Real Property, which is the subject of this foreclosure action. Nearly two years ago, the Court ordered Defendant H&H Coffee Investments, LLC to file certified rent rolls and expense reports for a warehouse owned by H&H located at 7355 N.W. 41st Street, Miami, Florida 33166 -- Mortgaged Real Property -- on the 15th of every month. H&H has failed to provide these reports for almost five months, from December 16, 2024 through the present. After conferring with H&H's counsel last month, Rothfos has patiently waited for the overdue reports for more than two weeks. Since then, H&H has only produced excuses instead of the court-ordered reports. Additionally, Rothfos was a named defendant in a separate but related state-court action wherein an entity ASOP 201 LLC (as successor-in-interest to the original lender) seeks to foreclose its interest on the same Mortgaged Real Property. Among other things, ASOP seeks $4,637,116.97 in outstanding principal and $2,838,442.13 for interest at the default rate of 21% -- more than half the outstanding principal -- from November 2021 through October 3, 2024. ASOP claims that the junior and subsequent mortgage between Rothfos and H&H created a nonmonetary event of default under its mortgage and promissory note between ASOP and H&H. The Plaintiff contends this new state-court action, and H&H's delay therein, along with H&H failure to provide Rothfos with certified rent rolls and expense reports, impairs (or threatens to impair) the value of the Mortgaged Real Property and warrants the appointment of a receiver. Accordingly, pursuant to Rule 66 of the Federal Rules of Civil Procedure, renews its motion for an order appointing Jeremy Larkin of NAI Miami-Fort Lauderdale as receiver over the Mortgaged Real Property. H&H Coffee Investments, LLC engages in importing coffee and selling it to roasters in the U.S. and Canada, which, in turn, sold the coffee to retailers and consumers. The Plaintiff is represented by: Jason P. Hernandez, Esq. Jose G. Sepulveda, Esq. Matthew M. Graham, Esq. Ryan M. Wolis, Esq. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. 150 West Flagler Street Miami, FL 33130 Telephone: (305) 789-3200 E-mail: jhernandez@stearnsweaver.com jsepulveda@stearnsweaver.com mgraham@stearnsweaver.com rwolis@stearnsweaver.com HAMMER FIBER: Adds Eric Maire as Independent Director ----------------------------------------------------- Hammer Fiber Optics Holdings, Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Board of Directors of the Company voted unanimously to appoint Eric Maire to the Board as an Independent Director. Mr. Maire has extensive experience in the financial sector, and the Company believes his appointment will support the Company's strategic plan for deployment of its financial technology platform. Mr. Maire will serve an initial term that will expire at the Company's 2026 Annual Meeting of Shareholders and will continue until his successor has been elected and qualified, subject to earlier death, resignation, disqualification, or removal. Mr. Maire will stand for reelection at the Annual Meeting. There are no arrangements or understandings between Mr. Maire and any other persons pursuant to which he was selected as a director, no family relationships between Mr. Maire and any of the Company's directors or other executive officers, and no transaction in which he has an interest that would require disclosure under Item 404(a) of Regulation S-K. About Hammer Fiber Optics Hammer Fiber Optics Holdings Corp. is now an alternative telecommunications carrier that is poised to position itself as a premier provider of diversified dark fiber networking solutions as well as high-capacity broadband wireless access networks in the United States and abroad. As of July 31, 2024, the Company had $3,036,829 in total assets, $3,998,146 in total liabilities, and a total stockholders' deficit of $961,317. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated February 4, 2025, citing that the Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. HARVEST SHERWOOD: Seeks Chapter 11 Bankruptcy in Texas ------------------------------------------------------ On May 5, 2025, Harvest Sherwood Food Distributors Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas. According to court filing, the Debtor reports between $500 million and $1 billion in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Harvest Sherwood Food Distributors Inc. Harvest Sherwood Food Distributors Inc. is a U.S.-based national food distribution company formed through the merger of Sherwood Food Distributors and Harvest Food Distributors. It operates 14 distribution centers and delivers over 32 million pounds of food weekly to customers including retailers, cruise lines, and food service providers. In early 2025, the Company initiated the wind-down of its operations and is pursuing asset sales through Chapter 11 proceedings to facilitate an orderly wind down of its estates. Harvest Sherwood Food Distributors Inc. and affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-80109) on May 5, 2025. In its petition, the Debtor reports estimated assets between $1 billion and $10 billion and estimated liabilities between $500 million and $1 billion. Honorable Bankruptcy Judge Stacey G. Jerniga handles the case. The Debtors are represented by Thomas R. Califano, Esq., Chelsea McManus, Esq.,Stephen Hessler, Esq., Anthony R. Grossi, Esq., Jason L. Hufendick, Esq., Ryan Fink, Esq., and Daniela Rakowski, Esq. at SIDLEY AUSTIN LLP. MERU LLC is the Debtors' Financial Advisor.H ILCO COMMERCIAL INDUSTRIAL LLC and HILCO RECEIVABLES LLC are the Debtors Restructuring Advisors.EPIQ CORPORATE RESTRUCTURING LLC is the Debtors' Noticing & Claims Agent. HIGHLAND CAPITAL: 5th Circuit Affirms Denial of Mandamus Relief Bid ------------------------------------------------------------------- Judges Jacques L. Wiener, Jr., Don R. Willett and Stuart Kyle Duncan of the United States Court of Appeals for the Fifth Circuit affirmed the order of the United States District Court for the Northern District of Texas denying the petition of James Dondero and affiliated entities Highland Capital Management Fund Advisors, L.P., The Dugaboy Investment Trust, NexPoint Real Estate Parnters, L.L.C., and Get Good Trust for mandamus that sought the recusal of the presiding bankruptcy judge. Highland Capital Management, L.P. was a Dallas-based investment firm that managed billion-dollar, publicly traded investment portfolios for nearly three decades. James Dondero was Highland's CEO. In 2019, after facing a $180 million adverse judgment in an arbitration, Highland voluntarily filed for Chapter 11 bankruptcy in the United States Bankruptcy Court for the District of Delaware. Shortly after, the Creditors Committee for Highland moved to transfer the bankruptcy case to the United States Bankruptcy Court for the Northern District of Texas on the basis that Chief Judge Jernigan was “already intimately familiar with the Debtor's principals and complex organizational structure,” having presided over involuntary bankruptcy cases commenced against Acis Capital Management, L.P. and Acis Captial Management GP, L.L.C. -- entities where Dondero had also served as an executive. The motion was granted, and the case was assigned to Chief Judge Stacey G. Jernigan. The instant appeal focuses on a series of recusal motions filed by the Dondero Parties beginning in March 2021 -- after the reorganization plan had been confirmed but before it took effect. The motions argued that Chief Judge Jernigan had developed an animus against the Dondero Parties that caused her impartiality to be reasonably questioned and thus required recusal under 28 U.S.C. Sec. 455. The Dondero Parties filed a petition for writ of mandamus in the district court seeking an order directing Chief Judge Jernigan to recuse herself. The district court denied the petition, finding that the Dondero Parties had not proved exceptional circumstances sufficient to justify the extraordinary remedy of a writ of mandamus. The Dondero Parties timely appealed. The Dondero Parties cite various instances where Chief Judge Jernigan made rulings or comments adverse to them as evidence of her bias. But in each case, the Dondero Parties largely mischaracterize the context of Chief Judge Jernigan's comments, and there is at least some evidence in the record to support her judgments. The Dondero Parties haven't shown that Chief Judge Jernigan based any of her rulings on any extrajudicial information or pursued them for any personal, rather than judicial, reasons, the Fifth Circuit finds. According to the Fifth Circuit, though the Dondero Parties may disagree with her decisions, that is not evidence of bias, or even the appearance of bias. Chief Judge Jernigan's adverse rulings alone -- or even paired with negative comments about Dondero -- are not sufficient to warrant recusal. The Dondero Parties also contend that Chief Judge Jernigan was required to recuse under Sec. 455 because she published two novels which they argue espouse negative views of Dondero and the financial industry in which he operates. The Dondero Parties cite three parallels between the books and their case which they find problematic. Due to the similarities between the characters in Chief Judge Jernigan's novel and the litigants currently before her court, a strong argument could be made that she had a duty to recuse. But, while some similarities between the books and the cases before Chief Judge Jernigan may raise cause for concern, the similarities are not close enough to find that the district court abused its discretion denying the petition, the Fifth Circuit finds. Because the Dondero Parties failed to show they have a clear and indisputable right to mandamus relief, the order of the district court denying the petition for writ of mandamus is affirmed, the Fifth Circuit concludes. The appellate case is, James Dondero; Highland Capital Management Fund Advisors, L.P.; The Dugaboy Investment Trust; NexPoint Real Estate Partners, L.L.C.; Get Good Trust, Plaintiffs-Appellants, versus Stacey G. Jernigan; Highland Capital Management, L.P., Defendants-Appellees, A copy of the Court's decision is available at https://urlcurt.com/u?l=TpfgzO About Highland Capital Management Highland Capital Management, LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. Jernigan is the case judge. At the time of the filing, Highland had between $100 million and $500 million in both assets and liabilities. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, Foley & Lardner LLP as special Texas counsel, and Teneo Capital, LLC as litigation advisor. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. The U.S. Trustee for Region 6 appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP and Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, and FTI Consulting, Inc. as financial advisor. HNO INTERNATIONAL: Reports $634,338 Net Loss in Q1 FY25 ------------------------------------------------------- HNO International, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $634,338 for the three months ended Jan. 31, 2025, compared to a net loss of $507,073 for the three months ended Jan. 31, 2024. For the three months ended Jan. 31, 2025 and Jan. 31, 2024, the Company generated no revenue. On Jan. 31, 2025, the Company had an accumulated deficit of $44,960,664. As of Jan. 31, 2025, the Company had $1,386,058 in total assets, $3,137,285 in total liabilities, and total stockholders' deficit of $1,751,227. "We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We will be required to raise additional funds through public or private financing, additional collaborative relationships, or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support operations," the Company explained. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/5n7cun7k About HNO International Headquartered in Murrieta, California, HNO International, Inc., a Nevada corporation, focuses on systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to help businesses and communities decarbonize in the near term. Cypress, Texas-based Barton CPA PLLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated March 20, 2025, attached to the Company's Annual Report on Form 10-K for the year ended October 31, 2024, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. HO WAN KWOK: ACA Capital, et al. Lose Bid to Dismiss Adversary Case ------------------------------------------------------------------- Judge Julie A. Manning of the United States Bankruptcy Court for the District of Connecticut denied the motions to dismiss filed by several defendants in the adversary proceeding captioned as LUC A. DESPINS, IN HIS CAPACITY AS CHAPTER 11 TRUSTEE FOR THE ESTATE OF HO WAN KWOK, Plaintiff, v. ACA CAPITAL GROUP LTD., CELESTIAL TIDE LIMITED, G CLUB INTERNATIONAL LIMITED, G CLUB OPERATIONS LLC, G FASHION (CA), G FASHION HOLD CO A LIMITED, G FASHION HOLD CO B LIMITED, G FASHION INTERNATIONAL LIMITED, GFASHION MEDIA GROUP INC., GF IP, LLC, GF ITALY, LLC, GFNY, INC., HAMILTON CAPITAL HOLDING LIMITED, HAMILTON INVESTMENT MANAGEMENT LIMITED, HAMILTON OPPORTUNITY FUND SPC, HIMALAYA CURRENCY CLEARING PTY LTD., HIMALAYA INTERNATIONAL CLEARING LIMITED, HIMALAYA INTERNATIONAL FINANCIAL GROUP LIMITED, HIMALAYA INTERNATIONAL PAYMENTS LIMITED, HIMALAYA INTERNATIONAL RESERVES LIMITED, MAJOR LEAD INTERNATIONAL LIMITED, MEI GUO, RULE OF LAW FOUNDATION III, INC., RULE OF LAW SOCIETY IV, INC., and WILLIAM JE, Defendants, Adv. P. No. 24-05249 (Bankr. D. Conn.). Before the Court are two motions to dismiss, each filed by multiple defendants jointly. This adversary proceeding was commenced by Luc A. Despins, in his capacity as Chapter 11 trustee for the estate of Ho Wan Kwok. The Trustee alleges the Individual Debtor beneficially owns several corporate entities and their assets and such entities formed under the laws of a United States jurisdiction are the alter egos of the Individual Debtor. Several defendants among these entities and their legal owners have moved to dismiss this adversary proceeding. The first Motion to Dismiss was filed by twenty defendants (the "Assorted Defendants"), namely: (1) ACA Capital Group, Ltd.; (2) Celestial Tide Limited; (3) G Fashion (CA); (4) G Fashion Hold Co A Limited; (5) G Fashion Hold Co B Limited; (6) G Fashion International Limited; (7) GFashion Media Group Inc.; (8) GF IP, LLC; (9) GF Italy, LLC; (10) GFNY, Inc.; (11) Hamilton Capital Holding Limited; (12) Hamilton Investment Management Limited; (13) Hamilton Opportunity Fund SPC; (14) Himalaya Currency Clearing Pty Ltd.; (15) Himalaya International Clearing Limited; (16) Himalaya International Financial Group Limited; (17) Himalaya International Payments Limited; (18) Himalaya International Reserves Limited; (19) Major Lead International Limited; and (20) Mr. William Je. The second Motion to Dismiss was filed by defendants (21) G Club International Limited and (22) G Club Operations LLC (the "G Club Defendants"). On Feb. 15, 2022, the Individual Debtor filed a voluntary Chapter 11 petition in this Court. On June 15, 2022, presented with allegations related to the Individual Debtor's financial mismanagement and an alleged shell game involving numerous corporate alter egos, the Court entered a memorandum of decision and order appointing a Chapter 11 trustee to administer the Individual Debtor's bankruptcy estate. On July 8, 2022, Mr. Despins was appointed as the Trustee. On Feb. 15, 2024, the Trustee commenced this adversary proceeding. The action was stayed during the pendency of the Individual Debtor's criminal trial. On July 18, 2024, after the Individual Debtor's trial had concluded, the action resumed. Several defendants defaulted on the original complaint. On Oct. 22, 2024, these defaulted defendants were severed from this action. On Oct. 29, 2024, the Trustee filed an amended complaint against the remaining defendants. The one-hundred sixteen (116) page amended complaint contains thirty-one (31) claims and three-hundred six (306) paragraphs of allegations. The claims are sorted by the alleged relationships between the defendants. The first three claims of the amended complaint are pled against the G Club Defendants and their legal owners. The fourth through sixteenth claims are pled against the GF Entities and their legal owners. The seventeenth through twenty-first claims are pled against the Himalaya Entities and their legal owners. The twenty-second through twenty-fifth claims are pled against defendants other than the Assorted and G-Club Defendants. The twenty-sixth claim is pled against ACA Capital and its legal owners. The twenty-seventh through twenty-ninth claims are pled against the Hamilton Entities and their legal owners. The final two claims are pled against defendants other than the Assorted and G-Club Defendants. Against each Foreign Entity Defendant, a single claim is brought. The Trustee seeks, pursuant to 11 U.S.C. Secs. 541, 542, 544, declaratory judgment that, under applicable law, the legal owners hold each Foreign Entity Defendant and each Foreign Entity Defendant holds its property as a bare trustee for the true beneficial owner of the Foreign Entity Defendant and its property, the Individual Debtor; and, on these bases, an order requiring turnover of any ownership interests in each Foreign Entity Defendant and each Foreign Entity Defendant's property to the estate. Against each Domestic Entity Defendant, two claims are brought. First, the Trustee seeks, pursuant to 11 U.S.C. Secs. 541, 542, 544, declaratory judgment that, under applicable law, each Domestic Entity Defendant is an alter ego of the Individual Debtor, and, on that basis, an order requiring turnover of each Domestic Entity Defendant's assets to the Trustee. Second, the Trustee seeks, pursuant to 11 U.S.C. Secs. 541, 542, 544, declaratory judgment that, under applicable law, the Individual Debtor is the equitable owner of each Domestic Entity Defendant and its assets, and, on these bases, an order requiring turnover of the ownership interests in and the property of each Domestic Entity Defendant. Assorted Defendants' Motion Under California law, alter ego has two elements: First, there must be such a unity of interest and ownership between the corporation and its equitable owner that the separate personalities of the corporation and the shareholder do not in reality exist. Second, there must be an inequitable result if the acts in question are treated as those of the corporation alone. The Assorted Defendants argue the amended complaint must be dismissed because: (i) the Trustee does not sufficiently plead alter ego under California or Delaware law; (ii) the Trustee does not sufficiently plead foreign defendants are mere nominees for the Individual Debtor; and (iii) the Trustee pleads no cause of action against Celestial Tide, Major Lead, and Mr. Je. The Trustee argues: (a) he has sufficiently pled alter ego under California and Delaware law; (b) he has sufficiently pled foreign defendants are beneficially owned by the Individual Debtor; and (c) he seeks relief against Celestial Tide, Major Lead, and Mr. Je as nominee owners of the other defendants. The Court finds the Trustee plausibly alleges: (i) the commingling of funds and assets of the Individual Debtor and GFCA; (ii) the Individual Debtor's equitable ownership of GFCA; (iii) the Individual Debtor's use of the same directors, officers, employees at GFCA as at other alleged alter egos; (iv) the Individual Debtor shares office space with GFCA; (v) corporate formalities at GFCA were disregarded; (vi) GFCA's records were shared with other alter egos; (vii) the Individual Debtor uses GFCA as a mere shell or conduit for his personal business; (viii) and the Individual Debtor so uses GFCA as part of a shell game to hinder, delay, or defraud his creditors. The Court concludes the Trustee has plausibly alleged the two elements of alter ego under California law. G Club Defendants' Motion The G Club Defendants argue the amended complaint must be dismissed because: (i) alter ego is a remedy, not a cause of action under Puerto Rico law; (ii) the Trustee does not sufficiently plead alter ego under Puerto Rico law; (iii) alter ego is not recognized by BVI law; and (iv) the redactions in the amended complaint are improper. The Trustee argues: (a) he has sufficiently pled alter ego under Puerto Rico law; (b) he has sufficiently pled G Club International is beneficially owned by the Individual Debtor; and (c) the redactions are proper under this Court's orders. The Court finds the Trustee plausibly alleges: (i) the Individual Debtor controlled G Club's affairs; (ii) the Individual Debtor treated G Club's assets as his own; (iii) the Individual Debtor had unrestricted access to G Club's monies; (iv) G Club's assets were commingled with the Individual Debtor's assets as well as those of other companies he controls; (v) G Club was ephemerally capitalized because its monies were freely transferred without consideration; (vi) G Club did not observe corporate formalities in that: (a) it was controlled by the Individual Debtor to the exclusion of its nominal officers and directors, and (b) it had porous borders with other entities related to the Individual Debtor; (vii) G Club's nominal officers and directors lacked control over G Club and allowed the Individual Debtor to assert control; (viii) G Club was managed without regard for its independent existence; and (ix) G Club's corporate form was used to further a shell game and caused the Individual Debtor's creditors to be hindered, delayed, or defrauded. Moreover, insofar as Puerto Rico law requires the Individual Debtor to be an owner of G Club, the Trustee has alleged he beneficially owns G Club -- which allegations the G Club Defendants have not argued are insufficient. The Court concludes the Trustee plausibly alleges the two elements of alter ego under Puerto Rico law. A copy of the Court's decision is available at https://urlcurt.com/u?l=LwuNhh from PacerMonitor.com. Counsel for Movants ACA Capital Group, Ltd., Celestial Tide Limited, G Fashion (CA), G Fashion Hold Co A Limited, G Fashion Hold Co B Limited, G Fashion International Limited, GFashion Media Group Inc., GF IP, LLC, GF Italy, LLC, GFNY, Inc., Hamilton Capital Holding Limited, Hamilton Investment Management Limited, Hamilton Opportunity Fund SPC, Himalaya Currency Clearing Pty Ltd., Himalaya International Clearing Limited, Himalaya International Financial Group Limited, Himalaya International Payments Limited, Himalaya International Reserves Limited, Major Lead International Limited, and Mr. William Je, Defendants: Michael T. Conway, Esq. Lazare Potter Giacovas & Moyle LLP 747 Third Avenue, 16th Floor New York, NY 10017 Phone: (212) 784-2404 E-mail: mconway@lpgmlaw.com Counsel for Movants G Club International Limited and G Club Operations LLC, Defendants: Jeffrey M. Sklarz, Esq. Kellianne Baranowsky, Esq. Michelle Amanda Antao, Esq. Green & Sklarz LLC One Audubon Street, Third Floor New Haven, CT 06511 Phone: (203) 285-8545 E-mail: jsklarz@gs-lawfirm.com kbaranowsky@gs-lawfirm.com mantao@gs-lawfirm.com Counsel for Respondent Mr. Luc A. Despins, Chapter 11 Trustee for the Estate of Mr. Ho Wan Kwok, Plaintiff: Douglass Barron, Esq. PAUL HASTINGS LLP 200 Park Avenue New York, NY 10166 Phone: (212) 318-6690 E-mail: douglassbarron@paulhastings.com - and - Nicholas A. Bassett, Esq. PAUL HASTINGS LLP 2050 M Street NW Washington, D.C. 20036 Phone: (202) 551-1902 E-mail: nicholasbassett@paulhastings.com - and - Patrick R. Linsey, Esq. Douglas S. Skalka, Esq. NEUBERT, PEPE & MONTIETH 195 Church Street, 13th Floor New Haven, CT 06510 Phone: (203) 821-2000 E-mail: plinsey@npmlaw.com dskalka@npmlaw.com About Ho Wan Kwok Ho Wan Kwok sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022. Judge Julie A. Manning oversees the case. Dylan Kletter, Esq., is the Debtor's legal counsel. Ho Wan Kwok aka Guo Wengui is an exiled Chinese businessman. According to Reuters, Guo was a former real estate magnate who fled China for the U.S. in 2014 ahead of corruption charges. Guo filed for bankruptcy after a New York court ordered him to pay lender Pacific Alliance Asia Opportunity Fund $254 million stemming from a contract dispute. PAX had initially loaned two of Guo's companies $100 million in 2008 for a construction project in Beijing and sued Guo when he failed to pay off the loan. An Official Committee of Unsecured Creditors has been appointed in the case and is represented by Pullman & Comley, LLC. Luc A. Despins was appointed Chapter 11 Trustee in the case. HORSEY DENISON: Seeks Chapter 11 Bankruptcy in Maryland ------------------------------------------------------- On May 6, 2025, Horsey Denison Landscaping LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the District of Maryland. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Horsey Denison Landscaping LLC Horsey Denison Landscaping LLC is a landscaping company based in Fort Washington, Maryland. It provides design and build services such as landscape installation, hardscaping, low-voltage lighting, and irrigation. Horsey Denison fully owns Denison Farms LLC, also formed in 2021, and Denison Landscaping Inc., a corporation established in 1990. The Company is affiliated with Horsey Denison Properties LLC, a Delaware-based entity co-owned equally by Robert E. Horsey and David W. Horsey. Horsey Denison Landscaping LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No.25-14103) on May 6, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Paul Sweeney, Esq. at YVS LAW, LLC HOUSE SPIRITS: Natasha Songonuga Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Natasha Songonuga, Esq., at VTrustee, LLC as Subchapter V trustee for House Spirits Distillery LLC. Ms. Songonuga will be paid an hourly fee of $450 for her services as Subchapter V trustee and an hourly fee of $185 for paralegal services. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Songonuga declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Natasha Songonuga, Esq. VTrustee LLC PO Box 841 Wilmington, DE 19899 Email: Nsongonuga@VTrusteellc.com About House Spirits Distillery House Spirits Distillery LLC, operating under the name Westward Whiskey, is a Portland, Oregon-based distillery that produces, markets, sells, and distributes high-quality American single malt whiskeys. Westward has become one of the most well-known and respected craft distilleries in the U.S., leading the way in the emerging Premium American Whiskey category. Unlike traditional single malts made only from malted barley, Westward employs a distinctive process that blends elements from American craft ale, Scottish single malt, and bourbon traditions. The distillery benefits from the unique climate of the Pacific Northwest, where hot, dry summers and cool, wet winters contribute to the development of exceptional, world-class whiskeys. House Spirits Distillery LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10660) on April 6, 2025. In its petition, the Debtor reported estimated assets and liabilities between $1 million and $10 million each. Judge Karen B. Owens handles the case. The Debtor is represented by Joseph C. Barsalona II, Esq. at Pashman Stein Walder Hayden, PC. The Debtor's claims agent is Epiq Corporate Restructuring, LLC. HUDBAY MINERALS: S&P Upgrades ICR to 'B+', Outlook Stable --------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Toronto-based base metals producer Hudbay Minerals Inc. to 'B+' from 'B'. At the same time, S&P raised its issue-level rating on the company's unsecured debt to 'B+' from 'B'. S&P's '3' recovery rating on the unsecured debt is unchanged. The stable outlook reflects S&P's expectation that Hudbay will generate steady credit measures, including leverage of 2.5x-3.5x over the next couple of years, and maintain adequate liquidity. The upgrade reflects Hudbay's improved cash flow and credit measures. Hudbay's 2024 financial performance was stronger than S&P had expected, with EBITDA increasing 25% over the previous year, enabling the company to generate free operating cash flow (FOCF) of US$240 million. Higher copper and gold prices, which increased 9% and 18%, respectively, over 2023, and increased gold volumes contributed to higher earnings and cash flows for the company. This FOCF generation helped the company reduce its debt by about US$250 million, which included repaying US$100 million of its revolver, buying back US$82 million of unsecured notes, and settling of Hudbay's gold prepay liability. With higher earnings and lower debt, Hudbay's adjusted debt to EBITDA decreased a full turn to 2.1x in 2024. S&P said, "Based on our updated operating assumptions over the next few years, we expect consolidated copper production will be 5% lower through 2026, before increasing in 2027 from optimization activities at the Copper Mountain mine. We also expect consolidated gold production to decline meaningfully by 2027, primarily due to depletion of the higher-grade Pampacancha deposit at Constancia mine in Peru. As a result, we expect the company to generate weaker earnings and cash flows, and higher adjusted debt to EBITDA (averaging about 3.0x over the next couple of years) compared with 2024. Still, we view our prospective cash flow and credit measures to be commensurate with a 'B+' rating. Our estimates also incorporate our assumption for gradually declining gold prices and relatively steady copper prices through 2027, and the company's recent acquisition of its 25% remaining interest in Copper Mountain, making Hudbay the full owner of the mine. "Our financial risk profile assessment continues to incorporate our expected volatility in Hudbay's credit measures that stems from its exposure to metal price fluctuations, as well as its high operating leverage and capital intensity. However, we believe it has cushion within its current rating to manage a period of weaker earnings and lower metal prices than we currently anticipate, particularly given its large cash balance that we do not net against debt. "Hudbay has a relatively modest scale and operating breadth. The company is a modestly size copper-gold producer with limited operating breadth. We expect Hudbay will produce close to 300 million pounds (mlbs) of copper in 2025, which is relatively modest compared with that of higher-rated industry peers. Also, cash flows primarily depend on Hudbay's Constancia mine in Peru, which will likely account for 45%-50% of the revenues. Hudbay's estimated annual consolidated gold production is in mid-250,000 ounces (oz) over the next two years, which provides some metal diversity, especially with gold prices presumably at peak currently. "Hudbay is advancing its Copper World project, and we assume the company will proceed with its construction in the next 12-18 months. We assume the company will fund the bulk of the large capital expenditure (capex) project--about US$1.5 billion capital costs for phase 1 per the last estimate in 2023--by bringing in a joint venture partner and with internal cash. We expect a portion of capex will be funded with debt or debt-like financing. In our view, the development of this project would expose Hudbay to potential execution and financial risks during its 2.5-year estimated construction period. However, we believe the company will remain prudent with its use of debt and maintain credit measures in line with our current rating expectations through the project completion, including adjusted debt to EBITDA well below 4x. "We believe the project will notably increase Hudbay's scale and cash flow generation once complete. At full production, we estimate the company's annual copper output will increase by about 185 mlbs, approximately 60% higher than 2024. The completion of the project would also add another long-life operating mine to the three assets Hudbay currently operates. "We expect Hudbay will maintain robust liquidity and stable debt levels through the next few years. Hudbay had US$582 million in cash (including short-term investments), largely benefitting from about US$400 million of gross equity offering proceeds in 2024, and US$426 million availability under its revolving credit facility as of Dec. 31, 2024. The large cash balance allows the company optionality to fully repay its unsecured notes due April 2026 (US$572 million outstanding as of Dec. 31, 2024), if the company does not refinance it before the maturity. We assume the company will refinance a major portion of the notes before its maturity and maintain a robust cash position. We believe this would provide Hudbay financial flexibility to pursue its Copper World development project in Arizona and reduce its need for external debt funding for the project later. "We expect Hudbay will fund its large capex requirements at the current producing operations over the next couple of years (US$550 million–US$600 million annually) largely from its operating cash flows, keeping debt levels relatively stable through our forecast period. Our forecast does not include potential capital spending associated with Copper World project development at present. However, we expect initial capital outlay for the project would likely be funded from the potential joint venture stake sale proceeds and the company's internal cash before any material external debt financing is used. "The stable outlook reflects our expectation that Hudbay will generate steady average credit measures, including S&P Global Ratings-adjusted debt to EBITDA of 2.5x-3.5x over the next couple of years, and maintain adequate liquidity as it advances towards a construction decision on Copper World project. “We could downgrade Hudbay within the next 12 months if we expect the company's S&P Global Ratings-adjusted debt to EBITDA approaches 4x. This could occur if production volumes or EBITDA margins trend below our estimates, potentially from production challenges or lower sustained commodity prices. "We believe the potential Copper World development project could expose the company to material financial and execution risks over the next several years. Still, we could raise the rating over the next 12 months if we expect the company to generate and sustain adjusted debt-to-EBITDA below 2x and build ample liquidity for development of its Copper World project, thereby reducing the debt financing needs for the project. This could occur from higher-than-expected production volumes or commodity prices." HURRICANE GLASS: Chris Quinn Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 7 appointed Chris Quinn as Subchapter V trustee for Hurricane Glass, Inc. Mr. Quinn will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Quinn declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Chris Quinn 26414 Cottage Cypress Lane Cypress, TX 77433 Phone: 713-498-8500 Email: chris.quinn2021@outlook.com About Hurricane Glass Inc. Hurricane Glass, Inc. operates a residential and commercial glass company. Hurricane Glass filed Chapter 11 petition (Bankr. S.D. Texas Case No. 25-31809) on March 31, 2025, listing up to $100,0000 in assets and up to $1 million in liabilities. Todd Carter, president of Hurricane Glass, signed the petition. Judge Jeffrey P. Norman oversees the case. Reese Baker, Esq., at Baker & Associates, represents the Debtor as legal counsel. Itria Ventures is represented by: Constantine Z. Pamphilis, Esq. Sara E. Wolfe, Esq. Kasowitz Benson Torres, LLP 1415 Louisiana Street, Suite 2100 Houston, TX 77002 Phone: (713) 220-8800 Fax: (713) 222-0843 DPamphilis@kasowitz.com SWolfe@kasowitz.com I-SOLUTIONS DEVELOPMENT: Seeks Chapter 11 Bankruptcy in Texas ------------------------------------------------------------- On May 5, 2025, I-Solutions Development Corp. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Western District of Texas. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. About I-Solutions Development Corp. I-Solutions Development Corp. is engaged in real estate rental and leasing activities. I-Solutions Development Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 25-50995) on May 5, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Craig A. Gargotta handles the case. The Debtor is represented by Morris E. "Trey" White, III, Esq. at VILLA & WHITE LLP IR4C INC: Court Extends Cash Collateral Access to May 21 -------------------------------------------------------- IR4C, Inc. received a short extension from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral. The court issued an amended sixth interim order extending the company's authority to use cash collateral from May 15 to May 21. All secured creditors will have perfected post-petition liens on cash collateral to the same extent and with the same validity and priority as their respective pre-bankruptcy liens. Meanwhile, Lake Michigan Credit Union will continue to receive a monthly payment of $10,000 as protection, subject to future modification or objection. The interim order will remain in effect until IR4C's Chapter 11 case is converted to Chapter 7, a trustee is appointed, a bankruptcy plan is confirmed, or the order is terminated. The next hearing is set for May 21. A copy of the court order and the budget is available at https://shorturl.at/ve6pj from PacerMonitor.com. About IR4C Inc. IR4C, Inc., a company in Lakeland, Fla., is the owner and operator of a mobile application fitness program using augmented reality to create virtual "races." It conducts business under the name Yes.Fit and Make Yes Happen. IR4C filed Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 24-05458) on Sept. 13, 2024. In its petition, IR4C listed total assets of $4,280,839 and total liabilities of $7,922,422. IR4C President Kevin D. Transue signed the petition. Judge Roberta A. Colton oversees the case. Samantha L. Dammer, Esq., at Bleakley Bavol Denman & Grace is the Debtor's legal counsel. Lake Michigan Credit Union, as secured creditor, is represented by: Andrew W. Lennox, Esq. Casey Reeder Lennox, Esq. Lennox Law, P.A. P.O. Box 20505 Tampa, FL 33622 Tel: 813-831-3800 Fax: 813-749-9456 alennox@lennoxlaw.com clennox@lennoxlaw.com J.A.R. CONCRETE: Camino Real Contractual Default Not Wrongful ------------------------------------------------------------- In the adversary proceeding captioned as CAMINO REAL REGIONAL MOBILITY AUTHORITY, Plaintiff, v. RONALD E. INGALLS, solely in his capacity as Chapter 7 Trustee for the estate of J.A.R. CONCRETE, INC. d/b/a J.A.R. Construction, Inc., Defendant, Adv. No. 24-03001-cgb (Bankr. W.D. Tex.), Judge Christopher G. Bradley of the United States Bankruptcy Court for the Western District of Texas held that J.A.R. Concrete, Inc. was not wrongfully defaulted under its contract with Camino Real Regional Mobility Authority. Camino Real Regional Mobility Authority seeks declaratory relief from Ronald Ingalls, trustee of the Chapter 7 bankruptcy estate of J.A.R. Concrete, Inc. The Trustee has counterclaimed for monetary and declaratory relief. In 2019, Camino Real sought bids for the Pellicano Drive Widening Project, an improvement project to widen Pellicano Drive east of the TX-375 Loop in El Paso. It awarded the Project to JAR in 2020, the parties entered into their contract in March 2020, and construction was to commence in April 2020. In particular, JAR and Camino Real entered into a multi-part contract, including a short document executed by both parties, dated March 28, 2020, nd incorporating various items, including a lengthy set of project specifications, in a form almost entirely dictated by the Texas Department of Transportation. The Technical Specifications are a version of the specifications used by TxDOT in its own projects that are modified as appropriate to public construction projects undertaken under the auspices of a local public entities like Camino Real. Due to a number of factors, many of which are hotly contested, the Project remained unfinished through the end of 202228 (and apparently remains so today). Camino Real sent a notice of intent to default to JAR on Dec. 7, 2022, which listed corrective items for JAR to perform within a 10-day period. Deeming JAR’s response to this notice to be insufficient, Camino Real sent a notice of default to JAR on Dec. 22, 2022, which JAR received on Dec. 27. In response, JAR submitted a claim for wrongful default to Camino Real on Jan. 9, 2023, and Camino Real determined that its declaration of default was proper on January 30, 2023. JAR filed for Chapter 11 bankruptcy relief on March 14, 2023, and its case was converted to Chapter 7 liquidation on September 12, 2023, 34 at which time the Trustee was appointed. The Trustee, on behalf on JAR, maintains that the default was wrongful and seeks damages relating to it (as well as asserting a number of other claims against Camino Real). At issue in the first two stages of trial is whether the default was wrongful. Part of the dispute is over the propriety of the default process itself. Camino Real maintains that it "substantially complied" with the contractual default process, and furthermore, that its project manager, an engineering firm called Atkins North America Inc., led by a licensed engineer named Edgar Fino, was empowered by the Contract, as "Engineer" thereunder, to not just supply the initial notice of intent to default but to also make the later determination of whether the contractual default process (in which he was deeply involved) was correct. According to Camino Real, Mr. Fino made his final "determination" on this matter at a meeting/"hearing" on August 8, 2023, which JAR was invited to but did not attend, and Mr. Fino’s "decision" was memorialized in a letter dated Aug. 16, 2023. The Trustee argues, by contrast, that Camino Real did not comply with the contractually ordained default process,39 that Mr. Fino of Atkins is not the Engineer under the Contract, and that even if he is, he is not empowered to make the determination of whether the default process was proper. The Trustee also contends that the Engineer has no right to determine his affirmative claims for additional time and/or damages under the Contract. He states that he filed such claims with Camino Real on Dec. 6, 2023, as contractually required, but that they were never considered by Camino Real and therefore must be considered by this Court. In the Second Stage, the Trustee has asserted that Camino Real waived the right to default JAR for late performance, that Camino Real bears the burden of showing that the default was valid, that there was no support for the stated grounds for default in the Notice of Intent to Default, that the cure period and standard for weighing compliance with the corrective items in the Notice of Intent to Default were improper in various ways, that the default was based on "immaterial items," and that JAR provided adequate assurance that it would complete the Project. It also complains about Camino Real’s alleged failure to obtain all the requisite rights of way, as well as alleged design defects, which it claims played a significant role in its failure to perform under the Contract. Camino Real has denied all of the allegations. It argues that Mr. Fino made the relevant decisions and that his decisions are entitled to deference, that the reasons for default are well supported by the record, that the cure items were properly selected and the cure procedure properly followed, and that JAR failed to perform according to the Notice of Intent to Default and was properly defaulted. After a lengthy, two-part trial, the evidence is clear that JAR failed to perform under the contract, the Court finds. The Court concludes Camino Real followed the contractual default process in all material respects, and its defaulting of the contractor was not wrongful. This conclusion is confirmed both by extensive documentary evidence and the testimony of the engineer and supporting personnel on the project. A copy of the Court's decision is available at https://urlcurt.com/u?l=FxFH06 from PacerMonitor.com. About J.A.R. Concrete J.A.R. Concrete, Inc., a company in El Paso, Texas, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Texas Case No. 23-30242) on March 14, 2023, with as much as $1 million to $10 million in both assets and liabilities. Joe A. Rosales, Jr., president, director and shareholder of J.A.R. Concrete, signed the petition. Judge H Christopher Mott oversaw the case. E.P. Bud Kirk, Esq., a practicing attorney in El Paso, Texas, and Griffith Davison, P.C., served as the Debtor's bankruptcy counsel and special counsel, respectively. The case was converted to Chapter 7 on September 12, 2023. Ronald Ingalls is the Chapter 7 trustee. J.J. CRANSTON: Loses Bid to Reopen Bankruptcy Case -------------------------------------------------- Judge Eric N. Vitaliano of the United States District Court for the Eastern District of New York affirmed the order the United States Bankruptcy Court for the Eastern District of New York denying J.J. Cranston Construction Corporation's application to reopen its thirty-three-year-old bankruptcy case. The application was opposed by the City of New York, creditor and appellee. At the heart of this bankruptcy case is a commercial building located in Manhattan at 1650 Madison Avenue. Title to the Property has ping-ponged between Cranston and the City. In 1991, owing to Cranston's record failure to pay municipal real property taxes on the Property, the City initiated an in rem proceeding to foreclose on the property and notice its sale at public auction. Spurred by the City's filing of the in rem proceeding, Cranston filed for Chapter 11 bankruptcy protection on October 24, 1991, which triggered the automatic stay provisions of the Bankruptcy Code designed to preserve the Bankruptcy Court's jurisdiction over the debtor's estate. Thereafter, little progress was made toward implementing a Chapter 11 plan of reorganization. As a result, the U.S. Trustee moved to convert or dismiss the bankruptcy proceeding, which was adjourned at various points. Ultimately, the Bankruptcy Court granted the U.S. Trustee's motion and, on April 29, 1993, converted the bankruptcy to a Chapter 7 case. On May 9, 1994, the Chapter 7 Trustee filed a no asset report, and the case was closed on July 14, 1994. In December 2022, about three decades after its closure, Cranston moved to reopen its bankruptcy case, undo its conversion to a Chapter 7 liquidation, and restore it to its original form as a Chapter 11 reorganization case. As part of its resuscitation strategy, Cranston sought to have the City held in contempt under 11 U.S.C. Sec. 105, arguing that the City violated the automatic stay by securing the in rem judgment of foreclosure and alleging damages amounting to $11,050,000, plus interest. In considering whether to grant Cranston's motion to reopen and then convert the case to a reorganization under Chapter 11, as opposed to a liquidation under Chapter 7, the Bankruptcy Court found that Cranston failed to carry its burden. The Bankruptcy Court found reopening would not benefit creditors because Cranston would be unlikely to prove its damages, due to the lack of books and records or witnesses with first-hand knowledge of the Property's condition, its net operating income, or Cranston's business operations. The Bankruptcy Court also considered the length of time since the case's closure. In doing so, it found that Cranston knew, or should have known, that the City took control of the Property well before 2018, the year Cranston purported to learn about the stay violation. Because Cranston inexcusably slept on its right to pursue the City's alleged stay violation, the Bankruptcy Court reasoned, the doctrine of laches now precluded Cranston's claim. The Bankruptcy Court also explained that the delay in bringing the claim prejudiced the City, because the lack of evidence due to the passage of time would make it harder for the City to refute Cranston's claims at a damages trial. On Aug. 12, 2024, Cranston filed its appeal to the District Court from the Bankruptcy Court's Order denying its motion to reopen its bankruptcy case and convert the case to a reorganization under Chapter 11. Because all to agree that the City violated the automatic stay through its taking, the only remaining question regarding the purposefulness of reopening the case was whether Cranston could prove its damages upon reopening. The Bankruptcy Court held Cranston's success would be unlikely. In failing to demonstrate that it could prove damages, the Bankruptcy Court reasoned, Cranston also failed to show that reopening the case would be a benefit to creditors or any other party. Cranston's two witnesses testified that there are likely no surviving books and records or living witnesses with first-hand knowledge of the same. Further, it was established in the record that all papers from the original bankruptcy case were destroyed in 2013. Plainly, nothing presented to the Bankruptcy Court could support Cranston's valuation of the Property. Therefore, the District Court can find no clear error in the Bankruptcy Court's factual findings. And, because the Bankruptcy Court applied the correct legal standard to the facts, the District Court can find no abuse of discretion in its finding that Cranston failed to demonstrate damages. Overall, Cranston failed to show the economic benefit to creditors it claimed it would show, nor did it show that there was a realistic evidentiary path to making such a showing, the District Court finds. It also failed to meet its burden to show that creditor benefit was a factor that favored reopening of the closed bankruptcy case. According to the District Court, because Cranston's nearly thirty-year delay meaningfully prejudiced the City in its ability to dispute damages, there was certainly no abuse of discretion from the Bankruptcy Court. The equitable doctrine of laches barred Cranston's request to reopen its bankruptcy case, the District Court concludes. The appeals case is J.J. CRANSTON CONSTRUCTION CORP. Appellant, -against- CITY OF NEW YORK, Appellee, Case No. 1:24-cv-05617-ENV (E.D.N.Y.). A copy of the Court's decision is available at https://urlcurt.com/u?l=qL0xtb from PacerMonitor.com. JAG PUBLIC: Seeks to Hire Roy Alvarado as Bookkeeper ---------------------------------------------------- JAG Public Safety LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Roy Alvarado as bookkeeper. Roy Alvarado will perform various financial bookkeeping services to the Debtor. The firm will be paid $324 per month. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Mr. Alvarado 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: Roy Alvarado 8521 Blanco Rd. Ste. 2 #175 San Antonio, TX 78216 About JAG Public Safety LLC JAG Public Safety LLC is a comprehensive service provider specializing in traffic control solutions. The Company offers a variety of services, including the sale, rental, and repair of traffic control devices such as barricades, attenuators, and other essential equipment. It also provides certified traffic control plans, lane closure management, and utility services, focusing on ensuring safety and efficiency in work zones. In the petition signed by Lucio Gonzalez, president, the Debtor disclosed $1,156,383 in assets and $2,287,649 in liabilities. Judge Michael M Parker oversees the case. Robert C Lane, Esq. at THE LANE LAW FIRM represents the Debtor as legal counsel. JEWELRY DESIGNER: Unsecureds to Get Share of Income for 3 Years --------------------------------------------------------------- Jewelry Designer Showcase Inc. d/b/a Dannunzio Designed, filed with the U.S. Bankruptcy Court for the Eastern District of New York a Plan of Reorganization dated April 6, 2025. The Debtor is a Delaware corporation with its corporate office located at 400 Rella Blvd, Suite 165, Suffern, New York 10901. The Debtor is a luxury jewelry designer incorporated in or around December 2010. The Debtor's business involves crafting unique, beautiful, and innovative natural diamond jewelry. The Debtor's principal assets are its sample jewelry pieces stored in a safe off-premises and its intellectual property. The Debtor's bankruptcy was prompted by a series of events including: (i) the Covid 19 Pandemic and global economic volatility; (ii) the failure of NOVA Family Offices to follow through with its promised funding to the Debtor in the amount of $75,000,000.00, which was agreed to between the parties in March 2024; and (iii) a restraining order issued in connection with a $3,500,000.00 judgment against the Debtor held by Steven D'Angelo and Steveline Inc. The Debtor filed this Bankruptcy Case in order to obtain the necessary breathing room to restructure its debts to creditors. The Debtor intends to make distributions to allowed unsecured claims of the Debtor's projected disposable income for a period of three years. The Debtor's Plan is a reorganizational plan aimed at adjusting its debts in accordance with the Bankruptcy Code. The key highlights of the Debtor's plan include a proposal: (i) to pay New York State Department of Taxation and Finance’s secured claim in accordance with the Bankruptcy Code; (ii) to pay the Debtor's disposable monthly income to its general unsecured creditors over three years; and (iii) for equity interests in the Debtor to retain their interests. Class 3 consists of Allowed General Unsecured Claims. The total amount of general Unsecured Claims will be approximately $703,511.09, inclusive of filed Proofs of Claims and the Debtor's Schedules. In full and final satisfaction of these Claims, each Class 3 Claimant shall receive a Pro Rata share of the Debtor's Disposable Monthly Income of their Allowed Claim amount. This Distribution will be paid in equal quarterly installments over a period of three years, commencing on the Effective Date. The Class 3 Claimants are impaired under this Plan and are entitled to vote for the Plan. Class 5 consists of the Allowed Shareholders Unsecured Claims. The total amount of Shareholders Unsecured Claims will be approximately $1,391,475.00, inclusive of filed Proofs of Claims and the Debtor's Schedules. In accordance with section 510(b) of the Bankruptcy Code, because the Shareholders Unsecured Claims arose in connection with the purchase or sale of a security of the Debtor, or of an affiliate of the Debtor, or for damages which arose from the purchase or sale of such security, the Shareholders Unsecured Claims are mandatorily subordinated below the claims of Allowed General Unsecured Claims. Distributions to Class 5 Claimants will be contingent upon Class 3 Claimants receiving one hundred percent of their respective claims. The Class 5 Claimants are impaired under this Plan and are entitled to vote for the Plan. Class 6 consists of Equity Interests in the Debtor. On the Effective Date, all Equity Interest Holders in the Debtor shall retain their existing equity interests in the Debtor. The Equity Interests shall remain unaltered, subject to any modifications necessary to comply with applicable law or the provisions of this Plan. Class 6 Claimants are unimpaired and are not entitled to vote on the Plan. The Plan contemplates that the Debtor will continue to manage and operate its business in the ordinary course but with restructured debt obligations. The Debtor anticipates using profits generated from operations to make its Plan Payments and meet its post confirmation operating expenses. These projections demonstrate that approximately $315,350.00 will be available over the three years following Confirmation. The Debtor anticipates making a distribution of approximately $5,000.00 on the Effective Date. The Plan will be funded by a combination of the Debtor's profits from its ongoing business operations. In addition, if necessary, the Debtor's principal, John W. Salvatore, anticipates making any necessary cash infusions to the Debtor to cover any shortfall in Plan Payments. A full-text copy of the Plan of Reorganization dated April 6, 2025 is available at https://urlcurt.com/u?l=LbiRE2 from PacerMonitor.com at no charge. Proposed Attorneys for the Debtor: Rosen, Tsionis & Pizzo PLLC f/k/a Law Offices of Avrum J. Rosen, PLLC Avrum J. Rosen, Esq. Alex E. Tsionis, Esq. Daniel J. LeBrun, Esq 38 New Street Huntington, New York 11743 (631) 423-8527 About Jewelry Designer Showcase Jewelry Designer Showcase Inc. is a jewelry designer in Staten Island, N.Y. It conducts business under the name Dannunzio Designed. Jewelry Designer Showcase filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 25-40076) on January 9, 2025, with up to $50,000 in assets and up to $10 million in liabilities. Judge Elizabeth S. Stong handles the case. Avrum J. Rosen, Esq., at the Law Offices of Avrum J. Rosen, PLLC, is the Debtor's bankruptcy counsel. JILL'S OFFICE: Gets Final OK to Use Cash Collateral Until June 30 ----------------------------------------------------------------- Jill's Office, LLC received final approval from the U.S. Bankruptcy Court for the District of Utah, Central Division, to use cash collateral. The final order signed by Judge Peggy Hunt approved the use of cash collateral for the period from April 24 to June 30 to pay the expenses set forth in the Debtor's budget. Jill's Office may exceed individual budget line items by up to 15%, provided total monthly expenses do not reduce these projected profits: $66,700 for May; and $66,700 for June. As protection, Stripe Servicing, Inc., the U.S. Small Business Administration and other creditors with a valid and perfected interest in the company's cash collateral as of the petition date were granted a replacement lien on the cash collateral. As further protection, Jill's Office was ordered to make payments to Stripe Servicing ($9,404.34 for April) and to SBA ($9,000 for May and June). About Jill's Office LLC Jill's Office, LLC provides professional, US-based 24/7 virtual receptionist and scheduling services designed to support businesses across various industries. The Company offers a range of services, including inbound call answering, appointment scheduling, live chat support for websites, and automated lead follow-ups (Lead Zap). Jill's Office specializes in delivering tailored, seamless communication solutions that enhance customer engagement while eliminating the need for businesses to hire in-house staff. The Company serves industries such as home services, real estate, health and wellness, finance, legal, and small businesses. Its mission is to ensure that businesses never miss calls or opportunities, offering reliable customer service around the clock. Jill's Office filed Chapter 11 petition (Bankr. D. Utah Case No. 25-21625) on March 27, 2025, listing up to $500,000 in assets and up to $10 million in liabilities. Brant Thurgood, member manager, signed the petition. Judge Peggy Hunt oversees the case. T. Edward Cundick, Esq., at Workman Nydegger, represents the Debtor as counsel. JJ ARCH: Arch Real Estate Loses Bid to Dismiss Bankruptcy Appeal ---------------------------------------------------------------- Judge Jeannette A. Vargas of the United States District Court for the Southern District of New York denied the motion of Arch Real Estate Holdings, LLC to reject JJ Arch LLC's appeal from the dismissal of its Chapter 11 bankruptcy proceeding pursuant to Rule 8003(a)(2) of the Federal Rules of Bankruptcy Procedure. Debtor's designation of the record was due on Feb. 14, 2025. On that date, Debtor's counsel filed the designation of the record on the district court docket, rather than with the bankruptcy court. When the error was pointed out in Arch's letter seeking dismissal, Debtor cured the issue by filing its designation with the Bankruptcy Court. The Bankruptcy Clerk of Court transmitted the record of appeal on April 25, 2025. According to the Court, the delay in the proper filing of the record designation, which has since been cured, does not reflect the level of negligence that would justify the extreme sanction of dismissal. Arch also complains that Debtor did not comply with Rule 8009(b)(1)'s requirement to either order transcripts of the parts of the bankruptcy proceeding necessary for the appeal, or a certification that appellant is not ordering a transcript. But at no time did Arch identify any untranscribed proceedings that are necessary for the resolution of this appeal, and Debtor has represented that the relevant proceedings have been transcribed. Accordingly, there is no indication of any prejudice to Arch from any failure to timely comply with Rule 8009(b)(1)'s requirements, the Court finds. A copy of the Court's decision is available at https://urlcurt.com/u?l=VYSpDu from PacerMonitor.com. About JJ Arch JJ Arch, LLC, is a vertically integrated real estate owner, operator and developer with an active investment portfolio with more than 5.7 million square feet across the United States. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10381) on March 7, 2024, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Jeffrey Simpson, managing member, signed the petition. Judge John P. Mastando III oversees the case. Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron LLP, is the Debtor's legal counsel. KADAM LOGISTICS: Neema Varghese Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 11 appointed Neema Varghese of NV Consulting Services as Subchapter V trustee for Kadam Logistics Corp. Ms. Varghese will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Varghese declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Neema T. Varghese NV Consulting Services 701 Potomac, Ste. 100 Naperville, IL 60565 Tel: (630) 697-4402 Email: nvarghese@nvconsultingservices.com About Kadam Logistics Kadam Logistics Corp. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-05237) on April 4, 2025, with $100,001 to $500,000 in assets and liabilities. Judge Janet S. Baer presides over the case. Joel A Schechter, Esq. at the Law Offices Of Joel Schechter represents the Debtor as legal counsel. KARBONX CORP: Reports $1.69 Million Net Loss in Fiscal Q3 --------------------------------------------------------- Karbon-X Corp. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1,686,516 for the three months ended February 28, 2025, compared to a net loss of $471,271 for the three months ended February 29, 2024. For the nine months ended February 28, 2025, the Company reported a net loss of $3,652,837, compared to a net loss of $2,163,366 for the nine months ended February 29, 2024. For the three-month period ended February 28, 2025, the Company reported revenue of USD $238,528, a decrease of 4% compared to $247,222 in the same period in 2024. To date, the Company has generated minimal revenues from its business operations and has incurred operating losses since inception of $(8,590,179). The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. On February 28, 2025, the Company had an accumulated deficit of $8,590,179. As of February 28, 2025, the Company had $7,309,647 in total assets, $6,244,870 in total liabilities, and total stockholders' equity of $1,064,777. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/bp5v3msf About Karbon-X Calgary, Canada-based Karbon-X Corp. provides customized transactional options, tailored insights, and scalable access to the Verified Emissions Reduction markets. Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated September 13, 2024, citing that the Company has generated minimal revenues from its business operations and has incurred operating losses since inception. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. MACADAMIA BEAUTY: Updates Unsecureds & Secured Claims Pay --------------------------------------------------------- Macadamia Beauty, LLC, submitted an Amended Plan of Reorganization under Subchapter V dated April 9, 2025. Contemporaneous with the filing of this Plan, the Debtor is filing a Motion to Approve Bidding Procedures for the Sale of all or Substantially all of the Debtor’s Assets, as well as Approval of Designation of a Stalking Horse Bidder and Bid Protections. This, the Debtor's Amended Subchapter V Plan of Reorganization, provides a toggle feature for exit financing to be used for ongoing business operations or a sale of the business in the event exit financing acceptable to the Debtor cannot be secured. The Debtor is seeking to confirm a consensual plan of reorganization so that all payments to creditors required under the Plan will be made directly by the Reorganized Debtor to its creditors. However, if the Debtor is required to seek confirmation of the Plan pursuant to Bankruptcy Code section 1191(b), the Reorganized Debtor will seek approval from the Court to act as the Disbursing Agent under the Plan pursuant to Bankruptcy Code section 1191(b). This will reduce administrative expenses, thus providing greater payout to general unsecured creditors. The Debtor asserts that cause exists for the Court to allow the Reorganized Debtor to act as Disbursing Agent even if confirmed pursuant to Bankruptcy Code section 1191(b). Class 3 shall consist of the Allowed Secured Claim of Rosenthal. The Debtor reserves all rights to object to the Rosenthal Claim as that is defined in the Agreed Order on the Motion to Convert. Any amount of the Rosenthal Claim that is a Disputed Claim shall be reserved in escrow pending a final Court order on the allowance of such Disputed Claim. The Debtor is disputing, and will file an objection to, any attorneys’ fees sought by Rosenthal as part of their Claim. The Undisputed Rosenthal Allowed Secured Claim shall be paid in full from the proceeds of the Exit Financing or Sale Proceeds upon the Effective Date or Sale Closing Date, as applicable. If any portion of Rosenthal's Claim is determined not to be secured, that portion of the claim shall be treated as a Class 5 General Unsecured Claim. Class 3 Allowed Secured Claim treatment of Rosenthal is the same under a Sale or Exit Financing Scenario. Class 3 is impaired. Class 4 (Other Secured Claims) includes all claimants who have asserted a lien on the Debtor's assets other than Rosenthal. The Debtor is and has remained current on the Other Secured Claims. Under an Exit Financing Scenario, the Reorganized Debtor will continue to pay the Other Secured Claims until satisfaction of such claims in full, in accordance with the terms of the notes and/or contracts made the basis of the Other Secured Claims. Because the Reorganized Debtor will be making payments according to the terms of the notes and/or contracts, Class 4 is unimpaired. Under a Sale, all allowed claims of Other Secured Claimants will be paid in full within thirty days of closing. Class 4 is unimpaired. Class 5 consists of General Unsecured Claims. Allowed General Unsecured Claims are impaired and shall be satisfied as follows: under an Exit Financing Scenario, such Allowed Unsecured Claims shall receive a pro rata distribution without interest over the five years following the Effective Date. Payments shall be made quarterly by the Reorganized Debtor. Such payments shall begin with fourteen days of the Claim Objection Deadline and shall continue every quarter thereafter. Payments are due within 20 days following the end of each quarter during the 5-year plan period. The payment amounts will be based on the disposable income available as set forth in the Plan Projections. Allowed General Unsecured Claims are also entitled to a pro-rata distribution from proceeds of any causes of action retained by the Reorganized Debtor. Such litigation proceeds are distributable within thirty days of such litigation becoming final. Under a Sale, the Allowed Unsecured Claims shall receive a pro rata distribution of whatever sale proceeds are remaining after the payment of Allowed Administrative Claims and Classes 1-4. Sale proceeds will be distributed within thirty days of closing or fourteen days from the Claim Objection deadline, whichever is later. Allowed General Unsecured Claims are also entitled to a pro-rata distribution from proceeds of any causes of action retained by the Reorganized Debtor. Such litigation proceeds are distributable within thirty days of such litigation becoming final. Class 5 is impaired. Class 6 consists of Equity Interests. Equity Interests in the Debtor will be retained by the current Equity Interest holders in an Exit Financing Scenario. In a Sale, it is not anticipated that any Equity Interests shall remain. Unless all other classes and creditors are paid in full, it is not anticipated that any payments will be received by any equity interest holder on behalf of their equity interests. Class 6 is unimpaired under the Plan. The Debtor is in the process of investigating new and additional options for Exit Financing consisting of a loan facility in the total amount of approximately $1,400,000, the approval of which is an integral part of and a condition to the occurrence of the Effective Date of the Plan. As of the date of the filing of this Plan, the Debtor and prospective lender(s) are still in the process of negotiating terms of Exit Financing with non-insiders. The Debtor intends to file a separate motion for entry of an order approving the Exit Financing, which the Debtor intends to seek prior to or in conjunction with the Confirmation Hearing. The Exit Financing will be expressly contingent upon the entry of an order confirming the Plan and the occurrence of the Effective Date. The issuance and effective date of the Exit Financing shall occur on or about the Effective Date. The Exit Financing is necessary to fund ongoing operations of the Debtor's business after the occurrence of the Effective Date. Because the Exit Financing is necessary for the continuation, preservation, or operation of the business of the Debtor, it therefore shall not be "disposable income" as that term is used in section 1191(c) of the Bankruptcy Code. If the Debtor does not consummate the anticipated Exit Financing, the implementation of the Plan requires consummation of a sale of all or substantially all of the Debtor's assets (the "Sale"). The Debtor shall file, contemporaneously with this Plan, a motion to approve such Sale procedures, including any stalking horse protections and any auction procedures. This will approve the method by which the sale will be subject to higher and better bids. A full-text copy of the Amended Subchapter V Plan dated April 9, 2025 is available at https://urlcurt.com/u?l=gTI3Db from PacerMonitor.com at no charge. Counsel to the Debtor: Jason Binford, Esq. Frances Smith, Esq. Ross Smith & Binford, PC 2003 N. Lamar Blvd., Suite 100 Austin, TX 78705 Tel: (512) 351-4778 Fax: (214) 377-9409 Email: jason.binford@rsbfirm.com About Macadamia Beauty Macadamia Beauty, LLC -- https://www.macadamiahair.com/ -- is an oil-based hair repair company based in Plano, Texas. Its unique oil-infused hair repair products effectively address the most common hair dissatisfactions among women: breakage, frizz, damage, and dryness. Macadamia Beauty sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41929) on Aug. 19, 2024, with $1 million to $10 million in both assets and liabilities. Henry Stein, chief executive officer of Macadamia Beauty, signed the petition. Judge Brenda T. Rhoades oversees the case. The Debtor is represented by Frances A. Smith, Esq., at Ross, Smith & Binford, PC. MAPRAGENCY INC: Seeks to Hire SingerLewak LLP as Accountant ----------------------------------------------------------- MAPRagency, Inc. dba Comprise seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ SL BIGGS, A Division Of Singerlewak LLP as accountant. The firm will provide these services: a. preparation of compliant financial statements, tax returns and other corresponding financial documents moving forward post-petition; and b. review of pre-petition financial statements and other documents and potential correction and analysis of the same in conjunction with Debtor’s Statements and Schedules. The firm will be paid at these rates: a. Mark Dennis, CPA, $500 per hour b. Junior staff members $350 to $600 per hour The firm will be paid a retainer in the amount of $ 10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Dennis, a partner at SL Biggs, a Division of SingerLewak LLP, 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: Mark D. Dennis, CPA SL Biggs, A Division of SingerLewak, LLP 2000 S. Colorado Blvd., Tower 2, Ste. 200 Denver, CO 80222 Tel: (303) 226-5471 Email: mdennis@slbiggs.com About MAPRagency, Inc. MAPRagency, Inc. now known as Comprise, is a Boulder-based public relations and marketing agency that specializes in creative services, digital marketing, web design, and public relations. The Company focuses on delivering innovative strategies and solutions for businesses to enhance their brand visibility and engagement. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 25-11092) on March 4, 2025. In the petition signed by Doyle Albee, CEO, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Judge Thomas B. McNamara oversees the case. Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, P.C., represents the Debtor as legal counsel. MARIANAS PROPERTIES: Seeks to Extend Plan Exclusivity to July 9 --------------------------------------------------------------- Marianas Properties, LLC asked the U.S. Bankruptcy Court for the District of Guam to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to July 9 and September 8, 2025, respectively. The Debtor owned and historically operated a large hotel and resort with numerous amenities. This case is both large and sophisticated, based on the size of the claim held by Bank of Guam ("BOG"), the existence of non-debtor affiliates, the number of first day motions, the contested debtor-in-possession financing, disputes with BOG (including a motion for relief from stay), and the Debtor's successful sale of substantially all of its assets with the approval of the Court. The Debtor explains that it requires additional time to finalize, negotiate, propose, and seek to confirm a chapter 11 plan. Additionally, a further extension of time is likely to benefit the estate, creditors, and other parties in interest by enhancing the likelihood that the Debtor will be able to propose a chapter 11 plan that is reasonably likely to be confirmed without significant objection or renegotiation. The Debtor claims that it continues to make good-faith progress toward a successful resolution of this bankruptcy case. The Debtor has successfully resolved various contested matters and secured debtor in possession financing to permit, among other things, the orderly continuation of the operation of the Debtor's business, to preserve the value of the Debtor's assets, and to satisfy other working capital needs. Most significantly, the Debtor has successfully sold substantially all of its assets with the approval of the Court, which is a substantial milestone in the chapter 11 case and required significant dedication of resources and attention by the Debtor. Now that the sale has closed, the Debtor will be able to train its efforts towards proposing a chapter 11 plan that will resolve remaining issues and provide a path towards the conclusion of this chapter 11 case. The Debtor asserts that it needs additional time to negotiate, finalize, and file its chapter 11 plan and disclosure statement, although the Debtor has already closed on the sale of substantially all of its assets and begun outlining a plan. Given the large amount of time and attention that has been expended on the complex marketing process and sale of the Debtor's assets, the Debtor requires additional time to propose a plan that will be reasonably likely to be confirmed without further renegotiation with creditors and other parties in interest. Marianas Properties, LLC is represented by: Minakshi V. Hemlani, Esq. Law Offices Of Minakshi V. Hemlani, P.C. 285 Farenholt Ave., Suite C-312 Tamuning, Guam 96913 Tel: (671) 588-2030 Email: mvhemlani@mvhlaw.net Andrew C. Helman, Esq. Dentons Bingham Greenebaum LLP One City Center, Suite 11100 Portland, ME 04101 Tel: (207) 619-0919 Email: andrew.helman@dentons.com About Marianas Properties Marianas Properties, LLC in Tumon, GU, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. D. Guam Case No. 24-00013) on Sept. 12, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Ajay Pothen as president, signed the petition. Judge Frances M Tydingco-Gatewood oversees the case. DENTONS BINGHAM GREENEBAUM LLP serves as the Debtor's legal counsel. LAW OFFICES OF MINAKSHI V. HEMLANI, P.C., is the local counsel. GIBBINS ADVISORS, LLC is the Debtor's financial advisor. MESABI METALLICS: Sealing of Documents Governed by Sec. 107 ----------------------------------------------------------- Judges Cheryl Ann Krause, Stephanos Bibas and Thomas L. Ambro of the United States Court of Appeals for the Third Circuit will affirm in part, reverse in part, vacate in part and remand for further proceedings the decision of the United States Bankruptcy Court for the District of Delaware, that granted Mesabi Metallics Company LLC's motion to unseal certain documents in a dispute against Cleveland-Cliffs, Inc. over mineral leases. This case presents the question of whether the common law public right of access and Sec. 107 are coextensive and, if not, whether Sec. 107 displaces the common law in bankruptcy proceedings. It is a longstanding rule that where Congress has enacted a provision to govern a particular question, the common law yields to that statute. ESML Holdings, Inc. and its debtor affiliate (collectively, Mesabi) petitioned for Chapter 11 bankruptcy in the United States Bankruptcy Court for the District of Delaware in 2016 and emerged successfully the following year. During the course of those bankruptcy proceedings, Mesabi initiated an adversary proceeding against Cliffs, alleging tortious interference with contract, federal and state antitrust violations, violation of the Bankruptcy Code's automatic stay provision, and civil conspiracy. Those claims stemmed from Cliffs' alleged anticompetitive conduct that Mesabi asserts was designed to interfere with and impede Mesabi's contracts and business relationships and prevent Mesabi from completing an iron ore pellet production facility in northern Minnesota. And that still-pending adversary proceeding underlies the present appeal. Importantly for this case, to facilitate the extensive discovery in the adversary proceeding, the parties entered, and the Bankruptcy Court approved, a stipulated protective order. That order permitted the party producing a document to designate it as confidential if that party believes in good faith that it constitute or contain trade secrets, confidential or proprietary information, information that is believed to unreasonably invade the privacy of any individual, information that could cause injury to a person or entity's business or reputation, or such other sensitive commercial or financial information that is not publicly available. At the close of discovery, Mesabi moved for a preliminary injunction to prevent Cliffs from acquiring several mineral leases in Minnesota that the state had previously awarded to Mesabi but then terminated and awarded to Cliffs. In support of that motion, Mesabi attached certain documents it obtained from Cliffs during discovery, and because those documents had been designated as confidential under the protective order, it filed them under seal. After a hearing, the Bankruptcy Court declined to preliminarily enjoin the award of the contracts to Cliffs and denied Mesabi's motion. Undeterred, Mesabi then petitioned for a writ of mandamus from the Minnesota Court of Appeals to reverse Minnesota's award of the disputed mineral leases to Cliffs. As it had before the Bankruptcy Court, Mesabi sought to use the documents to support its petition, so it moved the Bankruptcy Court to unseal them (the Mesabi Case). Invoking the common law right of access to court filings -- which carries a presumption of openness for judicial records -- Mesabi argued to the Bankruptcy Court that the public is entitled to that information in light of Cliffs' alleged anti-competitive conduct. Cliffs opposed Mesabi's motion, arguing that it defied the protective order, that Mesabi was judicially estopped from moving to unseal the documents, and that Sec. 107 of the Bankruptcy Code, not the common law, governs the sealing of judicial records in bankruptcy cases. Relying on the Third Circuit's decision in In re Avandia Marketing, Sales Practices & Products Liability Litigation, which held that, in order to seal papers filed on a court docket, the party seeking closure must show that the material is the kind of information that courts will protect and that disclosure will work a clearly defined and serious injury, the Bankruptcy Court sided with Mesabi and held that the documents should be disclosed because Cliffs had not overcome the common law presumption of openness. While the Bankruptcy Court was not without some sympathy for Cliffs' arguments as a matter of first principles, it concluded that it would be unduly presumptuous for it -- a lower court bound by Third Circuit precedent -- to distinguish that precedent away based on facts that were equally applicable in Avandia. Recognizing the uncertainty of the law on this point, the Bankruptcy Court stayed its decision for thirty days and certified that decision pursuant to 28 U.S.C. Sec. 158(d)(2)(A), authorizing Cliffs to petition this Court for permission to directly appeal the Bankruptcy Court's order. The Third Circuit granted Cliffs' petition and extended the stay pending disposition of this appeal. Four months after the Third Circuit granted Cliffs' petition for direct appeal, Appellee Greg Heyblom moved to intervene in the adversary proceeding in the Bankruptcy Court and to unseal the documents (the Heyblom Case). Advancing arguments that echoed Mesabi's, Heyblom maintained that Bankruptcy Code Sec. 107 merely codified the common law standard for sealing judicial records and that Cliffs had not carried its burden to overcome the common law right of access. Cliffs opposed Heyblom's intervention, arguing the Bankruptcy Court lacked jurisdiction while the appeal in the Mesabi Case remained pending before the Third Circuit, that Heyblom lacked standing, and that Heyblom's motion was procedurally defective. The Bankruptcy Court again rejected Cliffs' arguments and granted both Heyblom's motion to intervene and his motion to unseal the documents. As for the threshold question of its jurisdiction to decide these motions, the Bankruptcy Court explained that it viewed the subject matter of the appeal in the Mesabi Case as distinct from the subject matter of Heyblom's request because the question of whether Mesabi-- a party to the case that already has the documents it seeks to unseal, but has them subject to a protective order -- may invoke the common law right of public access does not implicate whether Heyblom, a genuine third party, could access the documents. Proceeding with caution, however, the Bankruptcy Court also stayed its decision to unseal the documents in Heyblom's case and again certified its order for direct appeal. Before the Third Circuit, these appeals have been consolidated for disposition. The Circuit Judges say that the Bankruptcy Court's grant of Heyblom's motions could not 'assist' our determination of the issues involved in the Mesabi Case. Quite the opposite. Granting the relief Heyblom requested -- unsealing of the very information sought to be disclosed on appeal -- would moot the same issues on appeal and strip us of jurisdiction. As a result, the Bankruptcy Court lacked jurisdiction to consider those motions while Cliffs' appeal remained pending. They hold that they consider here whether the public right of access in bankruptcy proceedings is governed by common law or by statute. The Bankruptcy Court believed itself bound by our precedent to conclude that the common law controls and, applying that standard, held that Appellant Cleveland-Cliffs, Inc. (Cliffs) had not carried its burden to keep various judicial records under seal. But astutely recognizing that this precedent could be interpreted otherwise, it certified the question for direct appeal to this Court. They now clarify that the sealing of documents in bankruptcy cases is governed not by the common law right of access, but by Sec. 107 of the Bankruptcy Code, which imposes a heavy, but distinct, burden for a party to keep docketed records from the public eye. Whether Cliffs has satisfied that burden, however, is properly left to the Bankruptcy Court in the first instance, so as to that issue, they will vacate and remand. The appellate cases are, MESABI METALLICS COMPANY LLC, FKA Essar Steel Minnesota LLC v. CLEVELAND-CLIFFS, INC., FKA Cliffs Natural Resources, Inc.; CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC; GLACIER PARK IRON ORE PROPERTIES LLC CLEVELAND-CLIFFS, INC., FKA Cliffs Natural Resources, Inc.; and CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC v. CHIPPEWA CAPITAL PARTNERS; THOMAS M. CLARKE Cleveland-Cliffs, Inc., Appellant in 23-2954 Cleveland-Cliffs, Inc.; Cleveland-Cliffs Minnesota Land Development LLC, Appellants in 24-2265 (3rd Cir.). A copy of the Court's decision is available at https://urlcurt.com/u?l=9PaUoH Counsel for Appellant: Robert S. Faxon, Esq. Kristin S.M. Morrison, Esq. James R. Saywell, Esq. JONES DAY 901 Lakeside Avenue East Cleveland, OH 44114 E-mail: rfaxon@jonesday.com jsaywell@jonesday.com Counsel for Appellee Mesabi Metallics Co. LLC: David H. Suggs, Esq. Martin M. Toto, Esq. WHITE & CASE LLP 1221 Avenue of the Americas New York, NY 10020 E-mail: dsuggs@whitecase.com mtoto@whitecase.com Counsel for Appellee Greg A. Heyblom: David L. Finger, Esq. FINGER & SLANINA One Commerce Center 1201 N. Orange Street, 7th Fl. Wilmington, DE 19801 E-mail: dfinger@delawgroup.com About Essar Steel Minnesota Essar Steel Minnesota LLC, now known as Mesabi Metallics Company LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. Madhu Vuppuluri, president and CEO, signed the petitions. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debt at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debt at $1 billion to $10 billion. Judge Brendan Linehan Shannon presided over the bankruptcy cases. Lawyers at White & Case LLP and Fox Rothschild LLP served as counsel to the Debtors. Epic Bankruptcy Solutions, LLC, served as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016, appointed the official committee of unsecured creditors of ESML Holdings, Inc., and its affiliates. The Committee retained Kasowitz Benson Torres & Friedman LLP, to act as counsel. Hogan McDaniel served as Delaware counsel and Zolfo Cooper, LLC, served as the Committee's financial advisor. * * * In June 2017, the Bankruptcy Court approved the Chapter 11 exit plan that, according to the Duluth News Tribune, would allow the stalled Essar Steel Minnesota taconite mine and pellet plant to proceed to completion. Duluth News Tribune said the plan allows Chippewa Capital Partners to take control of the project, partially payback more than $1 billion in claims and resume construction, with an eye to beginning production by early 2020. MID-COLORADO INVESTMENT: Hires David Goodstein LLC as CFO --------------------------------------------------------- Mid-Colorado Investment Company, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ David Goodstein LLC as chief financial officer. The firm's services include: (a) review the Debtor's monthly financial reports, other financial statements, and cash flow analysis, and perform ad hoc financial analysis for the Business; (b) forecast, establish, and monitor the Debtor's annual financial plan; (c) assess financial risk for the Debtor; and (d) assist with financial and other business issues associated with the Debtor's plan of reorganization. The firm will be paid $1,250 per month. As 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: David Goodstein David Goodstein LLC Tel: (512) 705-2131 Email: dgoodcfo@davidgoodstein.net About Mid-Colorado Investment Company, Inc. Mid-Colorado Investment Company provides bulk water services to a community in El Paso County and operates a small cattle ranch. Mid-Colorado Investment Company filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 25-11742) on March 31, 2025, listing up to $10 million in assets and up to $50,000 in liabilities. Charles A. Hagedorn, president and treasurer of Mid-Colorado Investment Company, signed the petition. Judge Joseph G. Rosania, Jr. oversees the case. The Debtor tapped Daniel J. Garfield, Esq., at Fairfield and Woods, PC as bankruptcy counsel and Hackstaff Snow Atkinson & Griess, LLC as special counsel. MIFATE CAB: Court Okays Rule 9019 Motion, Settlement Agreement -------------------------------------------------------------- The Honorable James L. Garrity, Jr. of the United States Bankruptcy Court for the Southern District of New York granted Mifate Cab Corp.'s motion pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure. On May 31, 2022, the United States Trustee appointed Charles N. Persing, to serve as the subchapter V trustee herein. The Debtor is a repeat filer. On Jan. 6, 2021, the Debtor filed a chapter 11 petition under subchapter V in this Court. In that case, Samuel Dawidowicz served as the Debtor's subchapter V trustee. The Debtor did not confirm a chapter 11 plan, and by order dated Oct. 4, 2021, the Court dismissed the 2021 Case. The Debtor's assets consist principally of a yellow taxicab and a taxi medallion #5B61. On the Petition Date, the Debtor valued those assets, in the aggregate, at $77,893.00. The Debtor lists New York Community Bank as a secured creditor in the principal amount of $743,367.89, secured by the Medallion worth $75,000.00. On June 23, 2023, the Debtor filed its chapter 11, subchapter V Second Amended Plan of Reorganization. On Sept. 25, 2023, the Court entered an order confirming the Plan. The centerpiece of the Plan is the Court-authorized settlement agreement between NYCB and the Debtor. Under that agreement, NYCB accepted $200,000.00 in full satisfaction of its secured claim, payable, as follows: (i) $30,000.00 cash payment for the Debtor's benefit under New York City's Medallion Relief Enhancement Program, and (ii) the Debtor's execution of a $170,000.00 note. In giving effect to the NYCB Settlement Agreement, the Plan calls for the Debtor to retain the Medallion, and to make monthly payments of $1,234.25 to NYCB. The Plan provides that the Trustee and Mr. Dawidowicz hold allowed claims against the Debtor in the sums of $25,748.90 and $7,975.00, respectively. The Plan calls for the Debtor to pay the Trustee Claim in full On March 7, 2024, the Court entered an order granting the Trustee's application for allowance of final compensation and reimbursement of expenses in the amounts of $25,466.50 and $282.40, respectively, for services rendered and expenses incurred by the Trustee during the period from May 31, 2022, through Jan. 3, 2024. The Debtor did not respond to the Trustee's fee application. There were no objections to the fee application. The Plan provides that the Trustee and Mr. Dawidowicz hold allowed claims against the Debtor in the sums of $25,748.90 and $7,975.00, respectively. The Plan calls for the Debtor to pay the Trustee Claim in full on the Effective Date, in cash, or upon such other terms as may be agreed upon by the claim holder and the Debtor. It provides for the Debtor to pay the Dawidowicz Claim in full through equal monthly installments of $250.00 over thirty-two (32) months, commencing on the Effective Date. Mr. Dawidowicz consented to that treatment. The Debtor defaulted under the Plan and Fee Order. In response to the Debtor's payment defaults under its confirmed Plan in this Subchapter V Case, the Trustee, a Plan beneficiary, filed a motion pursuant to section 1112(b) of the Bankruptcy Code to convert the case to a case under chapter 7 of the Bankruptcy Code In support of the motion, the Trustee argued that the Debtor's failure to pay the Trustee Claim, in full, and to make payments on account of the Dawidowicz Claim constitute material defaults under the Plan and "cause" to convert the Subchapter V Case under section 1112(b)(4)(N) of the Bankruptcy Code. The Stipulation of Settlement outlines a payment plan to address the amounts due and owing to the Trustee and Mr. Dawidowicz, respectively, under the Plan. The Settlement Agreement calls for the Debtor to make forty-seven (47) equal monthly payments of $600.00, commencing on March 1, 2025. Of each payment, $420.19 will be allocated to the Trustee and $169.75 will be directed to Mr. Dawidowicz.38 The total payments will amount to $28,200.00 ($600.00 × 47), with approximately $19,748.93 going to the Trustee and $7,978.25 to Mr. Dawidowicz. At the hearing on the motion, the Trustee and Mr. Dawidowicz confirmed their support for the settlement. However, they advised the Court that the Debtor failed to make the March 1, 2025 and April 1, 2025 payments called for under the Settlement Agreement. They asked the Court to condition its approval of the Settlement Agreement on Debtor's faithful performance under the Agreement. The matter before the Court is the Debtor's Rule 9019 Motion seeking approval of the Settlement Agreement resolving the Motion to Convert and, with it, curing the Plan defaults. On April 25, 2025, the Court conducted a hearing on the Rule 9019 Motion. The Court finds the Settlement Agreement benefits the estate by providing for the resolution of the Plan defaults pursuant to a payment program that preserves the structure of the Plan, while providing the Debtor additional time to satisfy the Trustee's and Mr. Dawidowicz's claims under the Plan. The future benefits of the Settlement Agreement clearly outweigh the likelihood of successful litigation. According to the Court the Settlement Agreement also serves the interests of creditors by establishing a payment structure that better aligns with the Debtor's financial capacity to pay its creditors. The Court approves the Settlement Agreement, subject to two conditions: 1. The Debtor shall become current under the Settlement Agreement by May 5, 2025, by making all monthly payments due on March 1, April 1, and May 1, 2025. 2. In the event the Debtor fails to make timely payments as required under the Settlement Agreement, the Trustee or Mr. Dawidowicz may settle an order to convert the case to one under chapter 7 of the Bankruptcy Code on ten (10) calendar days' notice to the Debtor and Debtor's counsel, supported by an affidavit establishing such default. A copy of the Court's decision is available at https://urlcurt.com/u?l=0Mm8KR from PacerMonitor.com. About Mifate Cab Corp. Mifate Cab Corp. previously sought bankruptcy protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10018) 0on Jan. 6, 2021. On Oct. 4, 2021, the Court entered an order dismissing the case due to the Debtor's failure to comply with the Court's prior orders to file certain motions. The case was officially closed on June 5, 2022. Mifate Cab Corp. again commenced a Chapter 11 Subchapter V case (Bankr. S.D.N.Y. Case No. 22-10665) on May 26, 2022. In the petition filed by Obaidul Islam Mithu, as president, Mifate Cab Corp. listed estimated assets between $50,000 and $100,000 and estimated liabilities between $500,000 and $ 1 million. The case is overseen by Honorable Bankruptcy Judge James L Garrity Jr. Thomas A. Farinella, of Law Offices of Thomas A. Farinella, PC, has been serving as counsel to the Debtor since the previous case. Charles Persing has been appointed as Subchapter V trustee in the recent case. MLJ COMPANIES: Amends Plan to Include Unsecured Claims Pay ---------------------------------------------------------- The MLJ Companies LLC submitted an Amended Plan of Reorganization dated April 8, 2025. The Debtor's primary property is a residential property located at 227 Boulder Springs Lane in Louisa, Virginia (the "Louisa Property"). By and through this Plan, the Debtor seeks to reorganize its debts in a manner that will improve its cash flow such that it may provide repayment to its secured creditors in a feasible and economically realistic manner. Going forward, the Debtor will continue to rent the Louisa Property and devote the rental income to the successful completion of this Plan. The Debtor believes that the restructuring of its obligations pursuant to this Plan will enable it to maintain a steady predictable stream of income to fund this Plan. Based on the Debtor's projections of future cash flows, the Debtor believes that it will be able to make all of the future payments required under this Plan and operate without the need for further reorganization. This Plan under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from its income. There were four unsecured creditors listed on Debtor's Schedule F. An amended Schedule F has been filed listing two additional unsecured creditors who were later discovered. Three of the listed claims were disputed (Chesterfield County Utilities Department, Dominion Energy, and Madison Environmental). None of the disputed creditors filed a timely proof of claim. Mikel James, Jr. was also listed as an unsecured creditor, but no payment shall be made to him under this Plan. This Plan also provides for the payment of administrative claims and expenses. The sum of the Sub V Payments and the Monthly Plan Payments paid under the Plan over the Plan Term will determine the overall plan funding ("Plan Funding"). Class 3 consists of the undisputed unsecured claims of TRG Law PLLC and Department of Public Utilities will be paid as indicated without interest. Class 3 is impaired by the Plan. * The Unsecured claim of TRG Law PLLC in the amount of $10,502.00 shall receive monthly payments of $300.06 from June 1, 2027 to May 1, 2030. * The Unsecured claim of County of Henrico Department of Public Utilities in the amount of $1641.37 shall receive monthly payments of $27.36 from June 1, 2027 to May 1, 2030. Class 4 consists of Equity Interests in The MLJ Companies LLC. The holder of the equity interests, Mikel James, Jr., shall retain his interests in The MLJ Companies LLC, but he shall not be entitled, and shall not receive, any distribution of available Cash on account of such equity interests during the Plan Term. The Debtor will fund its Plan from its rental income as otherwise set forth in this Plan. Upon and after the Effective Date, the reorganized Debtor shall have all powers provided for under this Plan and the Confirmation Order and shall have all of the powers provided by Section 1184 of the Bankruptcy Code. The Debtor's disposable income shall be utilized to complete the Monthly Plan Payments. A full-text copy of the Amended Plan dated April 8, 2025 is available at https://urlcurt.com/u?l=BVlNi4 from PacerMonitor.com at no charge. Counsel for the Debtor: Kimberly A. Kalisz, Esq. CONWAY LAW GROUP, PC 1320 Central Park Blvd, #200 Fredericksburg, VA 2401 Telephone: (855) 848-3011 Facsimile: (571) 285-3334 E-mail: kimberly@conwaylegal.com About The MLJ Companies The MLJ Companies, LLC filed a petition under Chapter 11 Subchapter V of the Bankruptcy Code (Bankr. W.D. Va. Case No. 24-61250) on Nov. 7, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Rebecca B. Connelly oversees the case. The Debtor tapped Kimberly Kalisz, Esq., at Conway Law Group, PC, as counsel and Aced Accounting as accountant. MORANS AUTO: Unsecured Creditors to Split $5K over 36 Months ------------------------------------------------------------ Morans Auto Connection, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Reorganization dated April 8, 2025. The Debtor is a Florida corporation engaged in the business of retail sale of used automobiles through its brick-and-mortar store location. The Debtor operates out of its store front located at 2354 Edgewood Ave., N. The Debtor owns this facility and is current on its seller financed mortgage obligations with secured creditor, GW Brice. This Chapter 11 bankruptcy case has been filed for the purpose of restructuring its secured debt obligations as well as providing for payment of general unsecured creditors on a pro-rata basis on the effective date of the plan. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $5,000.00 or $138.89 per month. The final Plan payment is expected to be paid on May 1, 2028. This Plan of Reorganization by the Debtor and proposes to pay certain real property and secured vehicle loans and provide for payment on account of unsecured claims. This Plan provides for one class of priority claims; five classes of secured claims; and one class of general unsecured claims. Class seven unsecured creditors holding allowed claims will receive distribution under this Plan on a pro rata basis via monthly payments for 60 months beginning on the Effective Date of this Plan. This Plan also provides for the payment of administrative and priority claims either upon the effective date of the Plan, as agreed or as allowed under the Bankruptcy Code. Class 7 consists of General Unsecured Creditors. The holders of allowed Class 7 will receive $5,000.00 in monthly installments of $138.89/month over 36 months starting from the second month following the Effective Date of this Plan. Class 7 is impaired by this Plan. Except as otherwise expressly provided in the Plan or in the order confirming the Plan, (i) The Debtor will retain all property of the estate and confirmation of the Plan vests all property of the estate in the Debtor, and (ii) after confirmation of the Plan, the property dealt with by the Plan shall be free and clear of any and all liens, claims, and interests of any creditors. The Plan contemplates that the Debtor will continue to manage and operate its business with low operating expenses. The Debtor believes the cash flow generated from operations will be sufficient to make all Plan Payments and maintain existing operations, as established by the Projections. Funds generated from operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand as of Confirmation will be available for payment of Administrative Expenses. A full-text copy of the Subchapter V Plan dated April 8, 2025 is available at https://urlcurt.com/u?l=NF7Ku8 from PacerMonitor.com at no charge. About Morans Auto Connection Morans Auto Connection, LLC filed a petition under Chapter 11 Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-00151) on January 17, 2025, listing up to $500,000 in both assets and liabilities. Aaron Cohen, Esq., a practicing attorney in Jacksonville, Fla., serves as Subchapter V trustee. Judge Jacob A. Brown oversees the case. The Debtor is represented by: Thomas C. Adam, Esq. Adam Law Group, P.A. 2258 Riverside Avenue Jacksonville, FL 32204 Tel: 904-329-7249 Email: bk@adamlawgroup.com NANCY GAINES: Updates Unsecureds & Secured Claims Pay Details ------------------------------------------------------------- Nancy Gaines Cares LLC submitted a First Amended Disclosure Statement in support of Plan of Reorganization. The Debtor proposes this Plan to restructure its debts and pay creditors. The Plan provides for the payment of Administrative Expenses incurred by professionals at confirmation or on a schedule agreed to by such professional. Priority Tax claims, if any, will be paid within 60 months of the Petition Date. Creditors holding secured claims whose collateral is retained by the Debtors and which collateral is not revalued under Section 506 of the Bankruptcy Code will continue to receive payment on such claims in the ordinary course of business, with any pre-petition arrearages paid over fifteen quarterly payments. Creditors holding secured claims whose collateral is retained and revalued under Section 506 of the Bankruptcy Code will have claims paid over fifteen quarterly payment. General unsecured claims will receive a pro rata share of the Debtors' projected liquidation if this matter were filed under Chapter 7 of the Bankruptcy Code. The payment of Allowed Claims is in accordance with the priorities set forth in the Bankruptcy Code. The Debtors will continue to manage their property and affairs after confirmation. This Plan allows the Estate to benefit from the continued income from the Debtors compared to the alternative of a liquidation, which the Debtor contends would only provide funds to pay the Secured Claims and would provide a minimal dividend to other creditors. Class 2(a) consists of the Secured Claim of 105MMR, LLC in the approximate amount of $2,900.00 secured by a statutory lien pursuant to A.R.S. Section 33-362(A) of the Bankruptcy Code. The total claim amount for 105MMR, LLC is based on pre-petition arrearages of $20,598.32 including a $2,900.00 secured claim and $17,119.79 is unsecured. The Class 2(a) claim has been marked "disputed" in Debtor's Schedules. The Debtor intends to assume the unexpired lease with the Class 2(a) Claimant and the Class 2(a) claimant must be paid the regular monthly rent payment in the unexpired lease in the amount set forth in its prepetition commercial real estate lease agreement with Debtors beginning September 1, 2024. The estimated monthly payment of $3,668.01 includes current base rent and additional rent as defined in the commercial real estate lease agreement. Before Confirmation, the Class 2(a) Claimant shall be allowed to disburse amounts necessary to pay its post-petition rents without further action of the Bankruptcy Court. The total pre-petition arrearage claims of $20,598.32 shall be bifurcated into a secured claim of $2,900.00 for the amount secured by Debtor's Personal Property and a general unsecured claim of $17,698.32. The Secured Claim amount owed to the Class 2(a) claimant prior to the Petition Date shall be paid over five years without interest in quarterly payments beginning on the Effective Date. The estimated quarterly payment on the arrearage after confirmation is $193.33. Class 3 consists of the Allowed Unsecured Claims and all Claims not otherwise classified. Class 3 includes the claims on Debtor's Schedule F and those who file proof of claim to which the Debtor has not filed a timely objection or are otherwise Allowed. Class 3 also includes the unsecured portion of any claim appearing in Class 2. Unsecured Creditors holding Allowed Class 3 Claims will receive the following: a pro-rata share of quarterly payments of the Debtors' liquidated value, which is estimated to be approximately $10.00 to be paid from Debtor's "New Value Contribution." Class 3 is Impaired by the Plan. The Plan will be funded by the following: * Future earnings from business operations. * New value contribution by member of Nancy Gaines Cares, LLC, Dr. Nancy Gaines-Dillard * Additional New Value Contributions as needed by the member(s) of Nancy Gaines Cares LLC. A full-text copy of the First Amended Disclosure Statement dated April 8, 2025 is available at https://urlcurt.com/u?l=BcNTaV from PacerMonitor.com at no charge. Counsel to the Debtor: Joseph G. Urtuzuastegui, Esq. Winsor Law Group, PLC 1237 S. Val Vista Dr. Mesa, AZ 85204 Telephone: 480-505-7044 Emai: Joe@winsorlaw.com About Nancy Gaines Cares LLC Nancy Gaines Cares LLC, is a holistic-centered health business which offers various medical and aesthetic services to patients. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 24-07245) on August 29, 2024. The Debtor hired Winsor Law Group, PLC, as counsel. NEWELL BRANDS: Fitch Rates New $1BB Unsecured Notes 'BB-' --------------------------------------------------------- Fitch Ratings has assigned Newell Brands Inc.'s (Newell) proposed three-year $1 billion senior unsecured notes a rating of 'BB-' with a Recovery Rating 'RR3'. Net proceeds from this offering will be used to redeem a portion of the $1.235 billion 4.200% senior notes due 2026. Newell's 'B+' ratings reflect recent operating challenges that have led to elevated leverage, despite Newell's portfolio of well-established brands. The company has taken steps to reposition its brand portfolio and realign its business segments and supply chain network, showing signs of traction with margin improvement in 2024. However, Fitch expects top line will remain pressured given macroeconomic headwinds, with EBITDA expected to be below $900 million and EBITDA leverage (gross debt to EBITDA) elevated in the mid-5x over the next 12 months-24 months. Key Rating Drivers Declines in Top Line and EBITDA: Newell's operations have faced challenges due to changing consumer behavior, market share losses in some its categories, and a slowdown in consumer spending on discretionary products given moderating consumer fundamentals. Fitch expects top line to decline around 5% in 2025, reflecting core sales declines of around 3%, and for it to be flat in 2026. Core sales, a Newell metric excluding impacts from M&A and non-comparable factors like category exits, fell by 3.4% in 2024 and 12.2% in 2023. Fitch projects EBITDA will decline to the high $800 million range in 2025 from around $900 million in 2024, assuming margins remain stable at around 12%, with EBITDA range bound over the next 24 months-36 months. Fitch's projections consider tariff headwinds Newell detailed in its first-quarter earnings, excluding the additional 125% U.S. tariffs on China. The company expects the additional tariffs could reduce EPS by as much as $0.10 or roughly $50 million in EBITDA if they remain in effect for the full year. Elevated Leverage: Gross leverage declined to 5.5x in 2024 compared to 6.2x in 2023, but remains higher than the 4.9x in 2022 and 3.7x in 2021, due to declines in EBITDA. Fitch expects EBITDA leverage to remain in the mid-to-high 5x range, reflecting flat debt levels. The company has close to $1.2 billion due in 2026 and Fitch expects the maturities to be largely refinanced over the course of 2025, including proceeds from the proposed offering. Liquidity is adequate in the near term, with $233 million of cash on hand as of March 31, 2025, and approximately $485 million of availability under the company's revolving credit facility due 2027. Fitch expects FCF to be flat to modestly positive in 2025-2026. Business Realignment: The company has realigned its business segments several times in recent years to drive growth and improve profitability. Its learning and development business (36% of 2024 revenue) has shown signs of stabilization while its home and commercial solutions (54%) and its outdoor and recreation (10%) verticals, in particular, continue to see meaningful declines. Newell expects to sustain low single-digit organic sales growth over the medium term by strengthening brands through increased innovation, focusing on omnichannel initiatives (with e-commerce at over 20% of sales), and accelerating international growth (around 38% of 2024 sales). Major Brands Drive Revenue: Fitch expects revenue could stabilize in the low $7 billion range in 2026, well below the high $9 billion range in 2019-2022, on improved industry prospects supported by investments in its core brands. In mid-2023, Newell announced plans to focus on front-end or brand capability buildout, concentrating on larger, more profitable brands in its top 10 countries, prioritizing the business in the U.S., and disproportionately investing in mid- and high-price point segments. Newell's top 25 brands comprise around 90% of its revenue and profits, and the company has pruned less profitable brands, exiting 2024 with approximately 55 brands versus 80 brands in 2023. Return to 14% EBITDA Margin Challenging: The company has announced several restructuring initiatives around supply chain, savings, and organizational realignment to drive sales and margins over the last few years. Due to Newell's top line challenges and investments required to support its brands, Fitch expects it could be challenging to return to the 14% EBITDA range seen in 2019-2021. However, Fitch expects margins to stabilize at 2024 levels of around 12%, with gross margin improvements and cost cutting initiatives expected to largely offset top line headwinds. Peer Analysis Newell's 'B+' rating reflects the company's operating challenges in recent years, which have led to elevated leverage. Fitch expects EBITDA to be below $900 million in the near term due to macroeconomic headwinds, with EBITDA leverage elevated in the mid-to-high 5x. Other consumer product companies within Fitch's rated portfolio include Spectrum Brands, Inc. (BB/Stable), ACCO Brands Corporation (BB/Negative), Central Garden & Pet Company (BB/Stable), and Knowlton Development Corporation, Inc. (KDC; B-/Stable). Spectrum's ratings reflect the company's low leverage across the rating horizon, its relatively diversified portfolio, as well as uncertainty around the company's business mix over the next several years. ACCO's rating and Negative Outlook reflects Fitch's view that leverage could be sustained above 3.5x over the next 12 months-24 months due to ongoing declines in revenue and EBITDA, without a meaningful offset from debt reduction from FCF. Central's ratings reflect its strong market positions in the pet, lawn & garden segments and ample liquidity supported by strong cash on the balance sheet and robust FCF. Fitch expects EBITDA leverage to be in the mid-3x range. These strengths are moderated by its limited scale and customer concentration risk. KDC's ratings reflect its position as a global leader in custom formulation, packaging and manufacturing solutions for beauty, personal care and home care brands, supported by a diverse product portfolio and customer base. The ratings also consider KDC's leverage at around 6x, weak interest coverage metrics and lack of consistent FCF generation. Key Assumptions - Revenue declines in the mid-single digits to $7.2 billion in 2025 from $7.6 billion in 2024, reflecting core sales decline of around -3% and low single digit currency headwinds. Sales are expected to be flat to modestly positive thereafter; - Operating EBITDA is expected to be modestly lower in 2025, in the high-$800 million range compared to over $900 million in 2024 and $1.2 billion in 2022, and is expected to be range bound in 2026. EBITDA margin is expected to be stable around 12% barring more material impact from tariffs, with benefits from restructuring and cost reduction initiatives offsetting top line weakness and tariff headwinds; - Capex of around $250 million and dividends at close to $120 million annually; - FCF is expected to remain flat to modestly positive in 2025-2026 given Fitch's projected EBITDA levels in the high $800 million range. - Fitch expects leverage to remain in the mid to high 5x in 2025/2026, compared with 5.5x in 2024, 6.2x in 2023 and 4.9x in 2022. The projected net EBITDA leverage of 5.5x in 2025 (around 5.3x excluding off-balance sheet factored receivables) is significantly higher than Newell's long-term net leverage target of 2.5x; - Newell's committed facilities have a floating interest rate structure and Fitch assumes around 4.25% to 4.5% SOFR base rates over the next 12 months and trending towards 3.5% thereafter. Newell's notes have a fixed interest rate structure. Recovery Analysis Fitch's recovery assumes Newell's value is maximized as a going concern in a post-default scenario, given a going concern valuation of approximately $4.5 billion. Fitch's going concern value is derived from a projected EBITDA of around $750 million. The scenario assumes a lower revenue base of $6 billion, around 20% below 2024 revenues of $7.6 billion, assuming market share losses or discontinuation of some existing brands in its portfolio. EBITDA margins could trend around 12% to 13% in a recovery scenario, below the 14% margins achieved previously during 2019 through to 2021. A going-concern multiple of 6x was selected, within the 4x to 8x range observed for North American corporates, reflecting Fitch's assessment of Newell's industry dynamics and company-specific factors. After deducting 10% administrative claims from the going-concern valuation and adjusting for senior ranking receivables claims, the amended secured credit facility would have outstanding recovery prospects and the unsecured claims would have good recovery prospects. Fitch assumes the entire $1.0 billion revolver commitment is fully drawn for the purposes of the recovery analysis. Therefore, the senior secured credit facility is rated 'BB+'/'RR1' and the unsecured notes of approximately $4.6 billion are rated 'BB-'/'RR3'. The revolver has a first-lien security interest on all unencumbered accounts receivable, inventory, and other specific domestic and international assets, as well as a guarantee from certain domestic and foreign subsidiaries. Availability is subject to an asset coverage ratio of 1.05x, and there are financial covenants testing the company's collateral coverage ratio and total net leverage ratio. The maximum total net leverage ratio is set at 7.25x for quarters ending Dec. 31, 2024 through and including June 30, 2025; 6.5x for the quarters ending Sept. 30, 2025 through and including June 30, 2026; and 5.25x for the quarters ending Sept. 30, 2026 and thereafter through maturity. The collateral coverage test requires Newell to maintain a pledged collateral value to total revolving credit exposure at a minimum ratio of 1.05x. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A negative rating action could result from worse than expected operating performance leading to reduced visibility around Newell's ability to stabilize its business such that EBITDA leverage is sustained above 6x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A positive rating action could result from a demonstrated ability to grow core sales in the low single digits, improve EBITDA to over $1 billion and deploy FCF towards debt reduction, such EBITDA leverage is sustained under 5x. Liquidity and Debt Structure As of March 31, 2025, Newell had $233 million of cash on hand and approximately $485 million of availability under the company's $1 billion revolver due 2027. This reflects a borrowing base of $870 million, with $350 million of borrowings and $29 million of letters of credit outstanding. Newell has two off-balance sheet factoring arrangements included as part of Fitch-adjusted debt. The company has a customer receivable factoring agreement to sell receivables of up to $700 million, and a separate three-year accounts receivable facility due October 2026, providing liquidity of up to $225 million between February and April of each year, and up to $275 million at all other times. The company had a total of $430 million borrowed collectively under these facilities as of March 31, 2025. Newell's total outstanding debt was approximately $5.4 billion at March 31, 2025, including off-balance sheet factored receivables. The company has around $50 million in debt maturities in 2025, which it could pay down with cash on hand or revolver borrowings, and around $1.235 billion of unsecured notes due in 2026 and $500 million due in 2027, which Fitch expects to be largely refinanced. Issuer Profile Newell is a global marketer of consumer and commercial products, marketed under Paper Mate, Sharpie, Dymo, EXPO, Parker, Elmer's, Coleman, Marmot, Oster, Sunbeam, FoodSaver, Mr. Coffee, Rubbermaid Commercial Products, Graco, Baby Jogger, NUK, Calphalon, Rubbermaid, Contigo, First Alert, Mapa, Spontex, Quickie and Yankee Candle. Summary of Financial Adjustments Historical EBITDA has been adjusted for stock-based compensation, restructuring and restructuring related costs, acquisition amortization and impairment, transaction and related costs, and other items. Date of Relevant Committee 02 May 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. 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 ----------- ------ -------- Newell Brands Inc. senior unsecured LT BB- New Rating RR3 NEWELL BRANDS: Moody's Rates New Senior Unsecured Notes 'B1' ------------------------------------------------------------ Moody's Ratings assigned a B1 rating to Newell Brands Inc.'s ("Newell") proposed new senior unsecured notes. All other ratings remain unchanged including the company's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, B1 senior unsecured notes rating and NP (Not Prime) commercial paper rating. The outlook remains negative and the speculative grade liquidity rating (SGL) remains unchanged at SGL-4 though Moody's anticipates upgrading the liquidity rating to SGL-3 upon closing of the transaction. Newell plans to issue senior unsecured notes with a three-year maturity and utilize the proceeds to refinance upcoming maturities including a portion of its outstanding $1.23 billion 4.2% notes that mature in April 2026. The offering is credit positive because it will improve Newell's liquidity by extending maturities though it is expected to result in an increase to cash interest costs. The B1 rating reflects that the notes are not guaranteed by operating subsidiaries and are thus structurally subordinated to operating company liabilities and effectively subordinated to the $1 billion asset-based revolver with respect to the pledged assets. The absence of security and guarantees is the same structure as Newell's other unsecured notes, which are also rated B1. However, the limitation on liens and subsidiary guarantees on the proposed notes is more restrictive than on the other unsecured notes. This means the proposed notes could potentially obtain collateral and subsidiary guarantees alongside the future issuance of any secured or guaranteed debt without having to provide the same security or guarantees to the other unsecured notes. In such a circumstance, the ratings on the new notes could diverge from the ratings on the other unsecured notes. Newell is pressured by persistently weak consumer demand and Moody's expectations of a negative impact over the next year from US tariffs, which Moody's projects will complicate the company's ability to deleverage. Although Newell manufactures approximately half of its products in the US and sources only about 15% from China, Moody's estimates that the negative impact from tariffs, along with their broader effect on the US consumer sector, will continue to negatively impact consumer spending patterns for discretionary products such as durable goods. Newell's larger manufacturing footprint in the US compared to some of its competitors provides it with a competitive advantage and declines in the cost of some inputs, such as oil, gas, and plastic may provide a partial mitigant. However, the company's ability to implement pricing actions to improve margins will be limited given the discretionary nature of most of its products and weaker consumer demand. The persistently weak environment continues to burden consumers, leading to reduced purchases of discretionary products such as home fragrance, food storage, small appliances, cookware, and recreational goods. Downside risks remain that a prolonged weak environment from tariffs could put additional pressure on consumers and delay recovery well into 2026. Additionally, Newell will likely face higher borrowing costs as it seeks to refinance its remaining upcoming debt maturities. Higher borrowing costs and the roughly $118 million dividend will negatively impact free cash flow and hinder Newell's ability to materially reduce financial leverage. Over the next 12 months, Moody's expects that Newell's free cash flows -after the payment of dividends- will be slightly negative factoring in the potential for higher interest costs from refinancing and weaker consumer demand. The company continues to execute its new strategy on its top 25 brands to improve margins but the magnitude of such gains could be muted by weak consumer confidence, challenges to take pricing, and potential high tariff headwinds. Moody's expects debt-to-EBITDA leverage will decline to a still high around 5.5x level by the end of 2026 from 6.7x as of March 31, 2025. Prolonged weaker demand, higher tariffs or poor execution of the company's brand strategy could curtail the rapid deleveraging needed to maintain the current ratings. Newell's liquidity is currently weak but Moody's expects to upgrade the liquidity rating to SGL-3 and liquidity to be adequate following the completion of the proposed offering and note redemption. The liquidity position reflects upcoming maturities consisting of approximately $47 million outstanding on the 3.9% notes maturing November 2025 and $484 million remaining outstanding on the 4.2% notes maturing April 2026 following the proposed issuance. Moody's expects free cash flow to be slightly negative over the next 12 months and some seasonality in the business, specifically during the first half of 2025. Sources of liquidity to support these maturities and seasonality are tight and consist of $233 million of cash as of March 31, 2025, and approximately $485 million of availability under the up to $1.0 billion asset-based revolver due August 2027. Newell also has an accounts receivable facility expiring in October 2026 which provides additional liquidity of up to $225 million between February and April of each year and up to $275 million at all other times. As of March 31, 2025, the company had availability of approximately $105 million under this facility ($120 million outstanding). Interest costs will likely be at higher levels to address the maturities, which contributes to Moody's forecasts for modestly negative free cash flow. RATINGS RATIONALE Newell's Ba3 CFR reflects its large scale, well recognized brands, and good product and geographic diversity. The rating is constrained by concerns around the long-term growth prospects of the company's mature product categories such as small appliances and cookware, food storage, and writing that require constant investment and innovation to spur growth and retain market share. The rating also reflects the cyclicality and discretionary nature of some of its products that are negatively impacted during the current weak environment. The dividend payment constraints Newell's financial flexibility, especially during economic weakness, because it weakens free cash flow at a time when financial leverage remains high. Debt-to-EBITDA leverage of 6.7x as of March 31, 2025 is high and currently elevated for the rating. Moody's expects leverage to decline modestly over the next two years as Newell realizes cost savings from its strategic initiatives but there is risk of leverage increasing if consumer confidence and demand is weak. Newell's 2.5x net debt-to-EBITDA leverage target (based on the company's calculation) is well below the current 5.45x level as of March 31, 2025 and indicates management's desire to reduce leverage meaningfully. The Ba3 rating is based on Moody's views that gross debt-to-EBITDA leverage (incorporating Moody's adjustments) will decline to around 5.5x over the next 12-18 months as the company executes its strategies to improve operating efficiency and margins. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The negative outlook reflects risks that leverage could remain elevated over the next 12 to 18 months due to weak consumer demand for discretionary goods, and the execution risk and time necessary to realize benefits from the company's strategies to improve operating efficiency and margins. The outlook also reflects outsized risks on consumer spending patterns that could be affected by tariffs. Ratings could be upgraded if good operating execution of Newell's strategic initiatives leads to sustained organic revenue growth with the EBITDA margin recovering at least to the low-to-mid-teens percent range. The company would also need to maintain a financial policy that results in debt to EBITDA leverage sustained comfortably below 5.0x and will need to improve liquidity and generate solid free cash flow relative to debt, while demonstrating a consistent strategic direction towards deleveraging. Ratings could be downgraded if Newell's revenue or EBITDA margin do not improve materially, liquidity does not improve, or the company is not able to generate comfortably positive free cash flow. Additionally, the ratings could be downgraded if Newell's debt-to-EBITDA is sustained above 5.5x. The principal methodology used in this rating was Consumer Durables published in September 2021. Newell Brands Inc. is a global marketer of consumer and commercial products utilized in the home, office, and commercial segments. Key brands include Rubbermaid, Graco, Oster, Coleman, Sharpie, Mr. Coffee and Yankee Candle. The publicly-traded company generated $7.5 billion of revenue as of last twelve months ending March 31, 2025. NUMALE CORP: UST Appoints Michael Carmel as Chapter 11 Trustee -------------------------------------------------------------- Tracy Hope Davis, the U.S. Trustee for Region 17, appointed Michael Carmel as Chapter 11 Trustee for NuMale Corporation and its affiliates. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the District of Nevada on April 2. The Chapter trustee can be reached at: Michael W. Carmel Law Offices of Michael W. Carmel, Ltd. 80 East Columbus Avenue Phoenix, Arizona 85012-4965 Tel: 602-264-4965 Cell: 602-206-7900 Fax: 602-277-0144 michael@mcarmellaw.com About Numale Corporation Numale Corporation and six affiliates filed Chapter 11 petitions (Bankr. D. Nev. Lead Case No. 25-10341) on January 22, 2025. At the time of the filing, Numale reported up to $50,000 in both assets and liabilities. Judge Natalie M. Cox oversees the cases. The Debtors are represented by David A. Riggi, Esq., at Riggi Law Firm. OFFICE PROPERTIES: S&P Upgrades ICR to 'CCC-', Outlook Negative --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Office Properties Income Trust (OPI) to 'CCC-' from 'SD' (selective default) and its issue-level ratings on the senior unsecured notes that were part of the exchange to 'CC' from 'D'. S&P lowered its issue-level rating on the company's 2050 senior unsecured notes, which were not part of the debt exchange, to 'CC' from 'CCC-'. The recovery rating on all the unsecured notes without guarantees remains '5'. S&P said, "We also lowered our issue-level rating on the company's March 2027 and March 2029 senior secured notes to 'CCC+' from 'B-', with the recovery rating remaining '1'. We also lowered our issue-level rating on the company's September 2029 senior secured notes to 'CCC-' from 'CCC', with the recovery rating remaining '3'. "We also assigned our 'CCC+' and '1' recovery rating to the company's new senior priority guaranteed unsecured notes due 2030. The negative outlook on OPI reflects our view that an event of default (perhaps via another distressed debt exchange or a debt restructuring) is likely over the near term." S&P Global Ratings completed its review of OPI following its debt exchange. Significant near-term debt commitments remain and the company's liquidity is constrained. As such, specific events of default are envisioned, including another debt exchange, over the next six months. OPI faces significant near-term debt maturities given limited participation in its most recent exchange offer. The company was looking to issue up to $175 million of new notes but only garnered enough participation from bondholders to issue $14.4 million. While OPI has only $19.5 million of principal amortization due over the remainder of 2025, it has a mandatory principal payment of $119.5 million on its 2027 senior secured notes due in March 2026 (in addition to $6.5 million of quarterly principal amortization payments) and $133.9 million remaining outstanding on its senior unsecured notes due June 2026. As of April 30, 2025, the company had $73 million of cash and projects cash from operations to be a use of $50 million-$55 million (including capital expenditures) over the course of 2025. As such, absent significant additional capital generating activities, OPI would not have the liquidity to meet its 2026 debt commitments. Additionally, the company has breached an incurrence covenant with limited headroom on another, further limiting its financing options. After a series of capital raising and refinancing actions over the past 12 months, S&P believes OPI is faced with more and more limited options to service its upcoming obligations such that a default or distressed exchange appears to be inevitable over the next six months or so absent unanticipated significant favorable changes in its circumstances. S&P said, "We expect OPI's operating performance to remain pressured. For the first quarter of 2025, its same-property cash net operating income (NOI) declined 10.5% year over year, and the company's total portfolio leased percentage dropped to 81.3% from 85.6% a year prior. A fair amount of near-term lease expirations remain, with 11.1% of total annualized rent income expiring through 2026. The company's guidance has indicated another decline of 10%-12% for same-property cash NOI in the second quarter. We expect OPI's operating performance and occupancy will remain significantly stressed over the next 12 months and anticipate it will materially underperform its office REIT peers due to its weaker asset quality. "The negative outlook on OPI reflects our view that an event of default (perhaps via another distressed debt exchange or a debt restructuring) is likely over the near term. "We could lower our rating on OPI if it fails to avert a default or announces a transaction that we would classify as a default according to our criteria. "We could raise our rating on OPI if it we think there is a lower likelihood of a default over the near term. This could occur if the company successfully refinances its upcoming debt maturities on satisfactory terms while improving its liquidity profile, perhaps with contributions from asset sales." OMIMEX PETROLEUM: Unsecured Creditors to Split $25K in Plan ----------------------------------------------------------- Omimex Petroleum, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement in support of Plan of Reorganization dated April 9, 2025. Omimex is a Texas based oil and gas operator (Operator No. 66190) which owns and operates approximately 339 wells, located primarily in Phillips and Yuma County, Colorado. Omimex in one form or fashion has been active in Colorado since approximately 1997 and has operated various properties throughout Colorado. The current owner(s) of Omimex acquired the company in April, 2020. Beginning in September, 2022, Omimex became the subject of administrative enforcement procedures by the Colorado gas well regulatory authority, the Colorado Energy and Carbon Management Commission ("ECMC"), based upon alleged reporting and testing violations. The ECMC ultimately assessed $23,225,706 in fines and/or penalties. Omimex disputes this assessment. Meanwhile, in light of the ECMC enforcement action and related factors, Omimex shut in the wells, and production temporarily discontinued in 2023. On December 12, 2024, Omimex commenced this case in order to address its outstanding liabilities, to provide a mechanism to address the ECMC dispute, and to resume production and/or conduct a sale process under Section 363(f) of the Bankruptcy Code. Class 10 consists of general unsecured claims not secured by property of the estate and are not entitled to priority under Section 507(a) of the Bankruptcy Code. Class 10 creditors will share pro-rata of a $25,000 cash infusion to be provided to the Debtor. The distribution shall occur within sixty days of the Effective Date. Class 10 is impaired and may vote for or against the Plan. Class 11 consists of the alleged pre-petition claim of the Colorado ECMC in the amount of $23 million. Debtor disputes this claim, and this claim is the subject the pre-petition lawsuit by the Debtor against the Colorado ECMC. Class 11 will be deemed to be fully satisfied and discharged by the completion of the P&A program to be undertaken by the Debtor. Class 11 is impaired and may vote for or against the Plan. All prepetition equity interest owners shall retain their equity interests in the reorganized Debtor following the Effective Date. Payments and distributions under the Plan will be funded by a sale of certain wells of the Debtor identified as potentially profitable. A full-text copy of the Disclosure Statement dated April 9, 2025 is available at https://urlcurt.com/u?l=lfKBbv from PacerMonitor.com at no charge. Proposed Attorney for the Debtor: Jeff Carruth, Esq. Weycer, Kaplan, Pulaski & Zuber, P.C. 24 Greenway Plaza, Suite 2050 Houston, TX 77046 Tel: (713) 341-1158 Fax: (713) 961-5341 E-mail: jcarruth@wkpz.com About Omimex Petroleum Omimex Petroleum Inc. provides energy and fertilizer services. It focuses on the exploration, development, acquisition and operation of oil and gas properties, and production of various fertilizers. Omimex Petroleum serves oil and gas industry internationally. Omimex sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-34018) on Dec. 10, 2024, with $1 million to $10 million in both assets and liabilities. Christopher Chambers, sole director of Omimex, signed the petition. The Debtor is represented by Jeff Caruth, Esq., at Weycer, Kaplan, Pulaski & Zuber, P.C. ONDAS HOLDINGS: Registers $225M in Securities for Future Offerings ------------------------------------------------------------------ Ondas Holdings Inc. filed a Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission relating to the sale from time to time in one or more offerings of up to $225,000,000 of shares of common stock, par value $0.0001; shares of preferred stock, par value $0.0001, which it may issue in one or more series or classes; debt securities, which it may issue in one or more series; warrants to purchase its Common Stock, Preferred Stock or debt securities; and units. Ondas Holdings said, "We will provide the specific terms of any securities to be offered in one or more supplements to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement." The Company said, "When securities are offered under this prospectus, we will provide you with a prospectus supplement describing the specific securities being offered, the manner in which they are being offered, the offering price of the securities and the net proceeds from the sale of those securities. The securities may be offered separately or together in any combination or as a separate series. You should carefully read this prospectus and any accompanying prospectus supplement, together with any documents incorporated by reference herein and therein, before you invest in our securities. We may sell these securities to or through underwriters, to other purchasers, through dealers or agents or through any combination of these methods, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled "Plan of Distribution" in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement." The Company's Common Stock is traded on The NASDAQ Capital Market under the symbol "ONDS." On April 17, 2025, the last reported sale price of the Company's Common Stock on The NASDAQ Capital Market was $0.8879. A full-text copy of the Registration Statement is available at: https://tinyurl.com/549wme76 About Ondas Holdings Marlborough, Mass.-based Ondas Holdings Inc. provides private wireless data solutions through its subsidiary, Ondas Networks Inc., and commercial drone solutions through Ondas Autonomous Systems Inc. (OAS), which includes wholly owned subsidiaries American Robotics, Inc. and Airobotics LTD. OAS focuses on the design, development, and marketing of autonomous drone solutions, while Ondas Networks specializes in proprietary, software-based wireless broadband technology for both established and emerging commercial and government markets. Together, Ondas Networks, American Robotics, and Airobotics deliver enhanced connectivity, situational awareness, and data collection capabilities to users in defense, homeland security, public safety, and other critical industrial and government sectors. In an audit report dated March 12, 2025, the Company's auditor, Rosenberg Rich Baker Berman, P.A., issued a "going concern" qualification, citing that the Company has experienced recurring losses from operations, negative cash flows from operations and a working capital deficit as of Dec. 31, 2024. As of Dec. 31, 2024, Ondas Holdings had $109.62 million in total assets, $73.68 million in total liabilities, $19.36 million in redeemable noncontrolling interest, and $16.58 million in total stockholders' equity. PHILIPPS TOTAL: Seeks to Hire MBE CPAs as Accountant ---------------------------------------------------- Philipps Total Care Pharmacy, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ MBE CPAs as accountant. The firm will assist the Debtor with the analysis and preparation of its annual tax returns and financial statements during the pendency of the bankruptcy case. The firm will be paid at these rates: Frank Vinopal, CPA $450 per hour Other Staffs $150 to $200 per hour The firm received from the Debtor a retainer of $5,000. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Mr. Vinopal 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: Frank Vinopal MBE CPAs 1116 Mills Street PO Box 317 Black Earth, WI 53515 Tel: (608) 767-3722 Fax: (608) 767-3726 About Philipps Total Care Pharmacy, Inc. Philipps Total Care Pharmacy, Inc., filed a Chapter 11 bankruptcy petition (W.D. Wis., Case No. 1-25-10699) on March 28, 2025, disclosing under $1 million in both assets and liabilities. The Debtor hires RICHMAN & RICHMAN LLC as counsel. PROJECT PIZZA: Gets Final OK to Use Cash Collateral --------------------------------------------------- Project Pizza Sunset, LLC received final approval from the U.S. Bankruptcy Court for the Northern District of California, San Francisco Division to use cash collateral. The final order authorized the company to pay the expenses set forth in its budget from the cash collateral, with a 10% monthly variance. Project Pizza Sunset was authorized to use cash collateral up to the total of all expenses shown per month regardless of category and week as follows: a. Up to $351,515.12 for April, plus $700 for the appraisal fee of Charyn Asset Management Group, Inc. conditioned on the court's approval of its employment; b. Up to $388,263.99 for May; and c. Up to $348,425.05 for June. As protection, secured creditors will have replacement liens on all property of the company acquired or to be acquired post-petition, with the same priority, validity, and extent as their pre-bankruptcy liens, subordinate to certain administrative expenses. A copy of the court order and the budget is available at https://shorturl.at/F6uuZ from PacerMonitor.com. About Project Pizza Sunset Project Pizza Sunset, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 25-30258) on April 1, 2025, listing up to $500,000 in assets and up to $1 million in liabilities. Judge Hannah L. Blumenstiel oversees the case. Robert G. Harris, Esq., at Binder Malter Harris Rome-Banks, LLP, represents the Debtor as legal counsel. QBD PACKAGING: Seeks Subchapter V Bankruptcy in Indiana ------------------------------------------------------- On May 5, 2025, QBD Packaging LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of Indiana. According to court filing, the Debtor reports $891,085 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About QBD Packaging LLC QBD Packaging LLC, operating as Quality by Design Packaging, provides contract packaging services for the pharmaceutical and dietary supplement industries. Based in Seymour, Indiana, the Company operates a 22,000-square-foot cGMP-compliant facility that includes climate-controlled primary packaging suites and monitored storage areas. Founded in 1996, the Company emphasizes regulatory compliance, customer service, and timely delivery. QBD Packaging LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 25-90538) on May 5, 2025. In its petition, the Debtor reports total assets of $2,127,983 and total liabilities of $891,085. Honorable Bankruptcy Judge Andrea K. McCord handles the case. The Debtors are represented by Jeffrey Hester, Esq. at HESTER BAKER KREBS LLC R & H MOTOR: Christine Brimm Named Subchapter V Trustee ------------------------------------------------------- Gerard Vetter, Acting U.S. Trustee for Region 4, appointed Christine Brimm, Esq., as Subchapter V trustee for R & H Motor Group, Inc. Ms. Brimm, a practicing attorney in Myrtle Beach, S.C., will be paid an hourly fee of $350 for her services as Subchapter V trustee and an hourly fee of $150 for paralegal services. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Brimm declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christine E. Brimm P.O. Box 14805 Myrtle Beach, SC 29587 Telephone: 803-256-6582 Email: cbrimm@bartonbrimm.com About R & H Motor Group R & H Motor Group, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 25-01299) on April 6, 2025, with $100,001 to $500,000 in both assets and liabilities. Judge Elisabetta Gm Gasparini presides over the case. Jason Michael Ward, Esq. at Jason Ward Law, LLC represents the Debtor as legal counsel. RCM EQUIPMENT: Steven Nosek Named Subchapter V Trustee ------------------------------------------------------ The Acting U.S. Trustee for Region 12 appointed Steven Nosek as Subchapter V trustee for RCM Equipment Company, LLC. Mr. Nosek will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Nosek declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Steven B. Nosek 10285 Yellow Circle Drive Hopkins, MN 55343 Email: snosek@noseklawfirm.com About RCM Equipment Company RCM Equipment Company, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 25-30981) on April 4, 2025, listing up to $50,000in assets and up to $1 million in liabilities. Franklin E. Connelly, president of RCM, signed the petition. Judge Katherine A. Constantine oversees the case. Brian A. Gravely, Esq., at Dudley and Smith PA, represents the Debtor as legal counsel. RCM MANUFACTURING: Steven Nosek Named Subchapter V Trustee ---------------------------------------------------------- The Acting U.S. Trustee for Region 12 appointed Steven Nosek as Subchapter V trustee for RCM Manufacturing Incorporated. Mr. Nosek will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Nosek declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Steven B. Nosek 10285 Yellow Circle Drive Hopkins, MN 55343 Email: snosek@noseklawfirm.com About RCM Manufacturing Incorporated RCM Manufacturing Incorporated sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 25-30979) on April 4, 2025, listing up to $1 million in assets and up to $500,000 in liabilities. Franklin E. Connelly, president of RCM, signed the petition. Judge Katherine A. Constantine oversees the case. Brian A. Gravely, Esq., at Dudley and Smith PA, represents the Debtor as legal counsel. RCM SPECIALTIES: Steven Nosek Named Subchapter V Trustee -------------------------------------------------------- The Acting U.S. Trustee for Region 12 appointed Steven Nosek as Subchapter V trustee for RCM Specialties, Inc. Mr. Nosek will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Nosek declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Steven B. Nosek 10285 Yellow Circle Drive Hopkins, MN 55343 Email: snosek@noseklawfirm.com About RCM Specialties Inc. RCM Specialties, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 25-30980) on April 4, 2025, listing up to $50,000in assets and up to $1 million in liabilities. Franklin E. Connelly, president of RCM, signed the petition. Judge Katherine A. Constantine oversees the case. Brian A. Gravely, Esq., at Dudley and Smith PA, represents the Debtor as bankruptcy counsel. REITER BROTHERS: Unsecureds Will Get 9.62% of Claims in Plan ------------------------------------------------------------ Reiter Brothers, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization dated April 9, 2025. The Debtor is a corporation founded in 2014 and domiciled in Florida. The Debtor, owned by Mr. Michael Reiter, is a take-out and delivery restaurant. The Debtor's principal place of business is 2725-A Hollywood Blvd. Hollywood, FL 33020 (the "Hollywood Location"). The Debtor leases the Hollywood Location, and the lease is being assumed in this Plan. The Debtor's Plan will be funded by the current and future income earned by the Debtor. The Debtor proposes a reasonable Plan which is proposed in good faith and not by any means forbidden by law. Attached and incorporated herein by reference are the Debtor's projected financials evidencing feasibility of the Debtor's Plan payments from the Debtor's net income over five years. The Plan proposes to pay creditors of the Debtor from the Debtor's current and future earnings. Class 6 consists of General Unsecured Claims. The Debtor will pay claimants in this class a total of $60,000 without interest in equal quarterly installments, with payments commencing on the effective date of the Plan and continuing for a total of twenty consecutive quarters. The Debtor estimates that there is a total of $623,450.08 of claims in this class which will receive $60,000.00, which results in an estimated distribution of 9.62%. Equity Security Holder will retain ownership in the Debtor post-confirmation. Current equity will continue to manage the Debtor post-confirmation. The Plan will be funded by the continued operations of the Debtor. A full-text copy of the Plan of Reorganization dated April 9, 2025 is available at https://urlcurt.com/u?l=yyeZLL from PacerMonitor.com at no charge. Counsel to the Debtor: Robert A. Stiberman, Esq. Stiberman Law, P.A. 2601 Hollywood Blvd. Hollywood, FL 33020 Telephone: (954) 922-2283 Facsimile: (954) 302-8707 Email: ras@stibermanlaw.com About Reiter Brothers Inc. Reiter Brothers Inc. is a Hollywood, Florida-based furniture manufacturer operating as Vannucchi Brothers. Reiter Brothers filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-10190) on Jan. 9, 2025, with $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. Tarek Kiem, Esq., at Kiem Law, PLLC serves as Subchapter V trustee. Judge Scott M. Grossman oversees the case. The Debtor is represented by Robert A. Stiberman, Esq., at Stiberman Law, P.A. RENOVARO INC: Fails to Meet Nasdaq Bid Price Rule ------------------------------------------------- Renovaro Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a deficiency notice from The Nasdaq Stock Market informing the Company that its common stock, par value $0.0001 per share, fails to comply with the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) based upon the closing bid price of the Common Stock for the 30 consecutive business days prior to the date of the notice (April 14, 2025) from Nasdaq. Nasdaq's notice has no immediate effect on the listing of the Common Stock on The Nasdaq Capital Market and, at this time, the Common Stock will continue to trade on The Nasdaq Capital Market under the symbol "RENB". Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until October 13, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to October 13, 2025. If the Company is unable to regain compliance by October 13, 2025, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with the minimum bid price requirement. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180 calendar day period, Nasdaq will notify the Company of its determination to delist the Common Stock, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel. The Company intends to monitor the closing bid price of its Common Stock and is considering its options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. About Renovaro Inc. Headquartered in Los Angeles, Calif., Renovaro Inc. -- http://www.renovarobio.com-- formerly Renovaro BioSciences Inc., is a biotechnology company intending, if the necessary funding is obtained, to develop advanced allogeneic cell and gene therapies to promote stronger immune system responses potentially for long-term or life-long cancer remission in some of the deadliest cancers, and potentially to treat or cure serious infectious diseases such as Human Immunodeficiency Virus (HIV) infections. As a result of the Company's acquisition of GEDi Cube Intl on Feb. 13, 2024, the Company has shifted the Company's primary focus and resources to the development of the GEDi Cube Intl technologies. Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Oct. 10, 2024, citing that the Company has incurred substantial recurring losses from operations, has used cash in the Company's continuing operations, and is dependent on additional financing to fund operations which raises substantial doubt about its ability to continue as a going concern. As of December 31, 2024, Renovaro had $111,340,272 in total assets, $29,280,954 in total liabilities, and total stockholders' equity of $82,059,318. RITE AID: Walgreens Offers Support Amid Bankruptcy Closures ----------------------------------------------------------- In light of Rite Aid's recent bankruptcy filing, Walgreens is committed to assisting Rite Aid customers and employees who are impacted by store closures in their local community. For customers who want to transfer their prescriptions to Walgreens: We recognize the trust patients have placed in their Rite Aid pharmacists, and Walgreens is here to continue that care with compassion and consistency. Walgreens is dedicated to meeting patients' needs for continued access to trusted, high-quality pharmacy and health services in communities across the country. This includes those who may be impacted by Rite Aid store closures or other changes to their local pharmacy's operations. "Pharmacists are deeply embedded in their neighborhoods, and I know how difficult it can be for patients to lose access to their community pharmacy and the pharmacists they interact with regularly," said Rick Gates, chief pharmacy officer, Walgreens. "Our Walgreens pharmacy teams are here to make it easy for patients who are affected by these changes, whether that's by helping quickly transfer a prescription, answering questions about a medication, or providing health services like vaccines and testing." With some Rite Aid store closures expected to begin in the coming weeks, Walgreens encourages patients to transfer their prescriptions as soon as possible to avoid care interruptions. By visiting Walgreens.com/transferRX, customers can easily find their nearest Walgreens location and transfer their prescriptions securely. Patients can also call 1-833-961-1642 if they need further assistance in transferring scripts. For employees interested in open positions at Walgreens: In response to the nationwide shortage of pharmacists, Walgreens is actively working to attract and hire skilled professionals. Rite Aid employees who are impacted by this news are encouraged to explore Walgreens opportunities near them and to visit jobs.walgreens.com to learn more. There is also a dedicated phone line (833-Join-Wag) and email inbox (JoinOurStores@walgreens.com) for Rite Aid employees to leverage. We value the time that employees have invested at Rite Aid and intend to recognize Rite Aid service for eligible individuals joining our team. In the coming weeks, Walgreens will also host virtual informational sessions for pharmacists, pharmacy interns, pharmacy managers and pharmacy technicians. "As a pharmacist myself with more than 30 years into a fulfilling career at Walgreens, I know firsthand how powerful it is when you are empowered to work to the top of your education, supported by a strong team that's focused on patient care," said Gates. "At Walgreens, that's what we're about, giving our team members a chance to grow, both personally and professionally." Walgreens has several programs designed to help team members grow in their careers, including opportunities to expand clinical skills and transition into pharmacy, specialty pharmacy and corporate roles. Walgreens also employs innovative technology like micro-fulfillment centers to give pharmacy teams more time with patients. Dedicated investments in team members through programs like PharmStart, Pharmacy Educational Assistance Program tuition assistance and Student Loan 401(k) Match ensures employees can build their future while serving their community. About Walgreens Founded in 1901, Walgreens (www.walgreens.com) has a storied heritage of caring for communities for generations, and proudly serves nearly 9 million customers and patients each day across its approximately 8,500 stores throughout the U.S. and Puerto Rico, and leading omni-channel platforms. Walgreens has approximately 220,000 team members, including nearly 90,000 healthcare service providers, and is committed to being the first choice for retail pharmacy and health services, building trusted relationships that create healthier futures for customers, patients, team members and communities. Walgreens is the flagship U.S. brand of Walgreens Boots Alliance, Inc. (Nasdaq: WBA), an integrated healthcare, pharmacy and retail leader. Its retail locations are a critical point of access and convenience in thousands of communities, with Walgreens pharmacists playing a greater role as part of the healthcare system and patients' care teams than ever before. Walgreens Specialty Pharmacy provides critical care and pharmacy services to millions of patients with rare disease states and complex, chronic conditions. About Rite Aid Corp. 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. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, 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 Kroll Restructuring Administration as claims and noticing agent. 2nd Attempt Rite Aid Corp. and subsidiaries sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 25-14861) on May 5, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 billion and $10 billion each. Honorable Bankruptcy Judge Michael B. Kaplan oversees the case. The Debtor is represented by Michael D. Sirota, Esq., Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and Seth Van Aalten, Esq. at COLE SCHOTZ P.C. and Andrew N. Rosenberg, Esq., Alice Belisle Eaton, Esq., Christopher Hopkins, Esq., and Sean A. Mitchell, Esq. at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP. Advisors to the Company include Paul, Weiss, Rifkind, Wharton & Garrison LLP (legal), Guggenheim Securities, LLC (investment banking), Alvarez & Marsal (financial), and Joele Frank, Wilkinson Brimmer Katcher (strategic communications). A&G REALTY PARTNERS, LLC is the Debtor's Real Estate Advisory Services Provider and KROLL RESTRUCTURING ADMINISTRATION LLC as Claims & Noticing Agent. RITEWAY INSURANCE: Gets Final OK to Use Cash Collateral ------------------------------------------------------- Riteway Insurance Repair Service, Inc. received final approval from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral. The final order issued on May 12 authorized the company to use cash collateral to pay the expenses set forth in its monthly budget, which shows total monthly expenses of $67,319.38. Riteway was initially allowed to access cash collateral through May 5 pursuant to the court's April 22 interim order. As protection for the company's use of its cash collateral, the U.S. Small Business Administration was granted a post-petition security interest in and lien on all assets of the company, to the same extent and with the same priority as its pre-bankruptcy security interest. In the event Riteway enters into service contracts exceeding its revenue estimate during the course of a given month, the company is allowed to exceed the budget by an amount up to 66% of the total budget, according to the final order. SBA may object to this provision within 14 days after entry of the final order. About Riteway Insurance Repair Service Riteway Insurance Repair Service, Inc. is a Miami-based company specializing in insurance-related repair services. Riteway sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-13401) on March 28, 2025. In its petition, the Debtor reported estimated assets between $100,000 and $500,000 and estimated liabilities between $500,000 and $1 million. Judge Laurel M. Isicoff handles the case. The Debtor is represented by Bradley S. Shraiberg, Esq., at Shraiberg Page P.A. RIVERDALE FUEL: 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 Riverdale Fuel, Inc. Mr. Friedman will be paid an hourly fee of $800 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 Riverdale Fuel Riverdale Fuel Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 25-22273) on April 3, 2025, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Richard S. Feinsilver, Esq., represents the Debtor as legal counsel. RLG HOLDINGS: S&P Alters Outlook to Negative, Affirms 'B-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on RLG Holdings LLC to negative from stable and affirmed its 'B-' issuer credit rating. The negative outlook on RLG reflects heightened economic volatility amid tariff uncertainty and deteriorating consumer sentiment. It also reflects S&P's expectation for negative reported cash generation and narrow liquidity. Volume growth remains lower than anticipated, resulting in weaker S&P Global Ratings-adjusted EBITDA and credit metrics compared with S&P's previous forecast. In 2024, pro forma revenue declined 1.0% primarily due to the nonrecurrence of COVID-19 test kit sales and the loss of a large beverage customer in the fourth quarter. This was partially offset by the continued recovery from destocking across its food and personal care end markets. In the fourth quarter, a key beverage customer was acquired by a major global beverage company that opted to switch the packaging from shrink sleeve labels to direct printing on the beverage can. Lower volumes and weaker S&P Global Ratings-adjusted EBITDA resulted in higher adjusted leverage compared with S&P's previous forecast, remaining above 10x in 2024. However, RLG was able to manage its cash flows by reducing its net working capital, ending the year with flat reported free cash flow. S&P said, "Since our previous forecast, consumer sentiment and confidence have steadily declined amid risk of renewed higher inflation and policy uncertainty related to U.S. tariffs and possible retaliatory tariffs. As such, we revised our revenue forecast lower to reflect organic volume growth between 1% and 2%. We expect new business wins will offset revenue and earnings headwinds related to the loss of its beverage customer." Ongoing acquisitions and cash flows have sapped liquidity. In 2024, the company completed two acquisitions, Labelcraft Inc. in March and Beyer Graphics in May, for a combined cash purchase price of about $68 million. During the year, it completed three fungible first-lien term loan add-ons totaling $60 million and borrowed an additional $20 million on its $85 million revolving credit facility (RCF), bringing year end borrowings to $45 million. In the first quarter of 2025, RLG completed two additional acquisitions for about $23 million, which it partially funded with a $21 million fungible first-lien term loan add-on. It funded the remaining purchase price, and large cash flow deficit during the quarter, with cash and additional borrowings on the RCF. RLG ended the quarter with total available liquidity of $41 million, comprised of $8 million of cash and approximately $33 million available on its RCF which is due in July 2026. Through the remainder of the year, S&P expects free cash flow to improve but remain negative for the full year. S&P said, "We assume proceeds from equipment financing will largely offset the projected cash flow deficit in 2025, limiting further deterioration in RLG's liquidity. Despite a meaningful improvement in EBITDA, we believe higher interest expense, an increase in capital expenditures (capex), and an increase in net working capital will result in a reported free cash flow deficit between $10 million and $15 million. In the first quarter, RLG entered into a sale lease-back agreement to lease certain equipment, valued at $5.1 million. The company anticipates additional proceeds of $10 million from equipment financing in the second quarter. As such, we assume the first quarter represents a seasonal low for cash flows and liquidity and expect both to improve sequentially throughout the remainder of 2025. Though the company remains committed to its tuck-in acquisition strategy, we assume the company will pause M&A until it strengthens its liquidity position. We also assume the company will either extend or refinance its upcoming July 2026 RCF maturity. However, if the company executes additional tuck-in acquisitions, which increase borrowings on its RCF and debt service costs, or if it is unable to extend its upcoming maturity, we could consider lowering our ratings. "The negative outlook on RLG reflects heightened economic volatility amid tariff uncertainty and deteriorating consumer sentiment. It also reflects our expectation for negative reported cash generation and narrow liquidity." S&P could lower its ratings on RLG if: -- Volumes decline due to lower consumer demand and its earnings and cash flows are weaker than expected causing us to view its capital structure as unsustainable; or -- The company is unable to maintain adequate liquidity. This could occur if the company does not extend or refinance its revolving credit facility due July 2026. S&P could revise its outlook on RLG to stable if: -- The company improves its earnings and generates sufficient free cash flow to fund its operations and capex; -- Strengthens its liquidity position; and -- Extends or refinances its revolving credit facility due July 2026. ROCK HOME: Seeks Subchapter V Bankruptcy in Tennessee ----------------------------------------------------- On May 5, 2025, Rock Home LLC filed Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Tennessee. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Rock Home LLC Rock Home LLC is a privately held company with principal real estate assets located on Stewarts Lane in Nashville, Tennessee. Rock Home LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N) on May 5, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Honorable Bankruptcy Judge Nancy B. King handles the case. The Debtors are represented by Denis Graham "Gray" Waldron, Esq. at DUNHAM HILDEBRAND PAYNE WALDRON, PLLC. RP MAXIMUS: Secured Party Sets June 12 Auction ---------------------------------------------- In accordance with applicable provisions of the Uniform Commercial Code as enacted in the State of New York, by virtue of certain material defaults under that certain second amended and restated limited liability company agreement dated as of Feb. 12, 2020, by and among Cove PE Strategic Venture LLC ("secured party"), Cove PP Strategic Venture Corp, Maximus Cove Manager LLC, Maximus Cove Holdings LLC and Maximus Cove Investor LLC ("Maximus Investor", collectively "Debtors"), secured party will offer for sale at public auction, among other things, all of the Debtors' right, title and interest in and to (a) 100% of the Debtors limited liability company interests in RP Maximus Cove LLC and all claims, powers, privileges, benefits, remedies, voting rights, options to purchase limited liability company interests and all other options or rights of any nature whatsoever which the Debtor have or may be issued or granted by the pledged entity under the preferred equity agreement. The public sale will take place on June 12, 2025, at 1:00 p.m. EST both in person and remotely from the offices of Meister Sellig & Fein PLLC, 125 Park Avenue, 7th Floor, New York, New York 10017, with access afforded in person and remotely via link or by any other web-based video conferencing program selected by the Secured Party. Secured Party's understanding is that the principal asset of the pledged entity is the limited liability interests in RP Maximus Mezz LLC. Secured Party's understanding is that the principal asset of the Mezz Entity is the limited liability interests in RP Maximus Cove Owner LLC. The owner is the fee owner of certain real property commonly known as, and located at, 50 Barbaree Way, Tiburon, California. Mannion Auctions LLC will conduct the sale in respect of a preferred equity balance with an unpaid principal balance as of April 9, 2025, together with interest thereon, in the approximate amount of $104,560,393.08, and other sms due under the preferred equity agreement, subject to all additional costs, fees and disbursements permitted by law. The secured party reserves the right to bid including by credit bid. Virtual bidding will be made available via Zoom meeting link: https://bit.ly.MaximusUCC (URL is case sensitive). Meeting ID: 846 2108 0112; Passcode: 360790; Dial-in: +1 (646) 931-3860. The collateral will be sold to the highest qualified bidder; provided, however, that secured party reserves the right to cancel the sale in its entirety, or to adjourn the sale to a future date. Interested parties who would like additional information regarding the collateral and the terms of the public sale should execute the confidentiality agreement which an be reviewed at https://www.TheCoveatTiburonUCCSale.com. For questions and inquiries, contact: Chad Coluccio Jones Lang LaSalle Americas Inc. Tel: (949) 307-5491 Email: TheCoveatTiburonUCCSale@jll.com SAFE & GREEN: East West Capital, 4 Others Hold 9.9% Stake --------------------------------------------------------- East West Capital, LLC, Global Investors, LLC, Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife, disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of April 17, 2025, they beneficially owned 700,000 shares of Safe & Green Holdings Corp.'s Common Stock, representing 9.9% of the 7,089,041 outstanding shares. The reporting person may be reached through: John Fife, President 2005 East 2700 South, Suite 200 Salt Lake City, UT, 84109 Tel: 312-297-7000 A full-text copy of East West Capital's SEC report is available at: https://tinyurl.com/4jw9zwkr About Safe & Green Safe & Green Holdings Corp. is a modular solutions company headquartered in Miami, Florida. The company specializes in the development, design, and fabrication of modular structures, focusing on safe and green solutions across various industries. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred net losses since its inception, negative working capital, and negative cash flows from operations, which raises substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $6,071,524 in total assets, $18,531,832 in total liabilities, and a total stockholders' deficit of $12,460,308. SAFE & GREEN: Enters $267K Promissory Note With Generating Alpha ---------------------------------------------------------------- Safe & Green Holdings Corp. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company executed and issued a Promissory Note in favor of Generating Alpha Ltd. in the aggregate principal amount of $267,000, and an accompanying Securities Purchase Agreement and Registration Rights Agreement. The Note was purchased by the Lender for a purchase price of $213,600, representing an original issue discount of $53,400. The Note shall bear interest at a rate of 15% per annum, with the understanding that the first twelve months of interest under the Node (equal to $40,050), shall be guaranteed and earned in full as of the Issue Date. Any amount of Principal or interest due under the Note which is not paid when due shall bear interest at 18% per annum. The Company shall make monthly payments on the Note in the amount of $30,705, due and payable each month commencing on July 4, 2025, and ending on April 6, 2026. The Company may accelerate the payment date of any Amortization Payment by giving notice to the Lender. If the Company fails to pay any Amortization Payment when due, in addition to all other rights under the Note, the Lender shall have the right to convert at any time any portion of the Note at a price per share equal to the Market Price. "Market Price" shall mean the lesser of: (i) the then applicable conversion price under the Note or (ii) 80% of the lowest closing price of the Company's shares of common stock, par value $0.01 on any trading day during the ten trading days prior to the conversion date. If an event of default occurs under the Note, then, in addition to all other rights under the Note, the Lender shall have the right to convert at any time any portion of the Note at a price per share equal to the Alternate Price. "Alternate Price" shall mean the lesser of: (i) the then applicable conversion price, (ii) the closing price of the Common Stock on the date of the event of default (provided, however, that if such date is not a trading day, then the next trading day after the event of default), or (iii) $0.52 (subject to adjustment as provided in the Note). The total cumulative number of shares of Common Stock issued to Lender under the Note, together with the SPA and RRA, may not exceed the requirements of Nasdaq Listing Rule 5635(d) (the "Nasdaq 19.99% Cap"), except that is the number of shares of Common Stock issued to Lender reaches the Nasdaq 19.99% Cap, the Company, at its election, will use reasonable commercial efforts to obtain stockholder approval of the Note and the issuance of additional conversion shares, in accordance with the requirements of Nasdaq Listing Rule 5635(d). If the Company is unable to obtain such Approval, any remaining outstanding balance of the Note must be repaid in cash. Among others, the following shall be considered events of default under the Note: * if the Company fails to pay an Amortization Payment when due on the Note; * the Company fails to perform or observe any covenant, term, provision, condition, agreement, or obligation of the Company under the Note, the SPA, or the RRA; * the Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business. After an Event of Default, in addition to all other rights under the Note, the Lender shall have the right to convert any portion of the Note at any time at a price per share equal to the Alternate Price. The "Alternate Price" shall mean the lesser of: (i) the applicable conversion price under the Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $0.52. So long as the Company has any obligation under the Note, the Company shall not, without the Lender's written consent: * pay, declare, or set apart for such payment, any dividend or other distribution; redeem, repurchase, or otherwise acquire any shares of capital stock of the Company; * repay any indebtedness of the Company; * or sell, lease, or otherwise dispose of any significant portion of the Company's assets outside the ordinary course of business. Commencing 60 days after free trading shares of Common Stock are available to the Lender, the Company may deliver a notice to the Lender of its election to redeem the outstanding balance together with all unpaid interest accrued thereon of the Note for cash at a redemption price equal to: 110% multiplied by the then-outstanding balance together with all unpaid interest accrued thereon of the Note. Upon receipt of the Optional Redemption Notice, the Lender shall have the option to convert up to 1/3 of the outstanding balance of the Note at the lower of the fixed conversion price or the alternative conversion price. If a change of control occurs, an additional 5% premium would be owed on the outstanding balance. About Safe & Green Safe & Green Holdings Corp. is a modular solutions company headquartered in Miami, Florida. The company specializes in the development, design, and fabrication of modular structures, focusing on safe and green solutions across various industries. The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred net losses since its inception, negative working capital, and negative cash flows from operations, which raises substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $6,071,524 in total assets, $18,531,832 in total liabilities, and a total stockholders' deficit of $12,460,308. SASH GROUP: Hires Mirsky Corporate Advisors as Special Counsel -------------------------------------------------------------- Sash Group, Incorporated seeks approval from the U.S. Bankruptcy Court for the Southern District of California to employ Mirsky Corporate Advisors, APC as special counsel. The firm will represent the Debtor as "outside general counsel" in areas such as corporate finance, debt and equity financing, and commercial transactions. The firm will be paid at these rates: Steven J. Mirsky, Partner $625 per hour Attorneys/Contract Attorneys $350 to $495 per hour Paralegal $185 to $265 per hour The Firm was previously employed by the Debtor prior to the Petition Date, and accepted a $10,000 pre-petition retainer, which was paid by Brian Smith, a shareholder of the Debtor holding a 5.89 percent interest in the Debtor. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Mirsky 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: Steven J. Mirsky, Esq. Mirsky Corporate Advisors, APC 901 Dove Street, Ste. 120 Newport Beach, CA 92660 Tel: (949) 521-0506 About Sash Group, Incorporated Sash Group Inc. is the San Diego-based company behind 'The Sash Bag' brand of crossbody handbags and accessories. Sash Group sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 25-01150) on March 25, 2025. In its petition, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. Matthew D. Resnik, Esq. at Rhm Law LLP represents the Debtor as counsel. SIERRA BONITA: Updates Restructuring Plan Disclosures ----------------------------------------------------- Sierra Bonita Young, LLC, submitted a Second Amended Disclosure Statement describing Second Amended Plan of Reorganization dated April 8, 2025. The Debtor is a New York limited liability company that owns the Property which is an eight-story building located at 541 West 21st Street, New York, NY 10011 which was built in 1915. In or about 2021, Gold Mezz borrowed an additional $4.75 million dollars from 541 W 21 SME LLC ("SME" or "Plan Funder") as "mezzanine financing" ("Mezzanine Loan") and pledged its membership interest in Kova to SME (the "Pledge") as security for indebtedness. With the consent of SME, the Debtor utilized a portion of the loan proceeds in order to avoid a maturity default to G4 and obtain an extension of the term. The Debtor's Plan provides for reorganization and continuation of the Debtor's business. After the Plan has been confirmed, the Debtor intends to (i) complete of construction of the Property (including obtaining the TCO); and (ii) enter into a Liquidity Event yielding the monetization of the equity in the Property). The Plan divides claims and equity interests into classes and specifies the treatment each class is to receive. Class 1 consists of the secured claims of the City of New York arising out of unpaid real estate taxes and unpaid water charges, which shall be paid in full plus all applicable interest and late charges on the Effective Date by the Debtor. Class 1 is not impaired and is not entitled to vote for or against the Plan. Class 2 consists of the Allowed Secured Claim of the Lender in the amount of $50,000,000. The Class 2 Claim shall be due and payable in full on March 1, 2026 at which time the Class 2 Secured Claim shall be paid in full. Until the G4 Mortgage Loan maturity date, the Lender shall receive monthly interest payments calculated at the reduced rate equal to one month term SOFR plus .75% per annum (with a SOFT floor equal to 1%) multiplied by the Class 2 Claim amount. The balance of interest which would otherwise be due under the G4 Loan Documents shall be accrued and shall only be payable in the event of an uncured default. Plan Funder shall provide a non-recourse carve out guaranty, and completion guaranty, an environmental indemnity and a pledge agreement to Lender as additional security to ensure the treatment of the Class 2 Claim. Upon the Effective Date, the Lender shall assign to the Plan Funder the right to recover a portion of the Class 2 Claim, plus all interest paid thereon, after receipt by Lender of its portion. While these respective amounts are yet to be finalized and will be disclosed in connection with the Plan Supplement prior to the Confirmation hearing, the Debtor estimates its portion to be the final $5.5 million in principal, plus interest, to be received, after the Lender receives the first $44.5 million in principal, plus interest. The Lender and Plan Funder shall enter into a participation agreement governing the rights and obligations of each party and the terms of participation in the recovery of the Class 2 Claim. Class 4 shall consist of Allowed Unsecured Claims of the Debtor. No later than Business Days following the consummation of a Liquidity Event, each holder of an Allowed Class 4 Claims shall receive the less of: (i) 20% of its Allowed Class 2 Claim or (ii) its pro rata share of the Class 4 Liquidation Proceeds. Allowed Class 4 Claims are Impaired under this Plan. Payments under the Plan due on the Effective Date shall be funded by the Plan Funder, whose total Cash contribution shall be in the amount of $4.5 million. In exchange and consideration for such payment, 100% of the equity in the reorganized Debtor shall be issued to the Plan Funder. Upon the Effective Date, the Plan Funder shall issue the Exit Loan in the form of a credit line with availability of up to $37.6 million which will be secured with a mortgage on the Property subordinate to that of the Lender in connection with its Class 2 Claim. The Exit Loan shall bear interest at 1-Month Term SOFR plus 8% and the initial draw shall provide for the establishment of an interest reserve. with respect to the Exit Loan. The remainder of payments due under the Plan and the Modified G4 Loan Documents shall be funded with the Exit Loan. The proceeds of the Exit Loan shall be used to fund all construction and carry costs of the Property. In the event that additional funds are required by the Debtor to complete construction and/ or cover the carrying costs of the Property until stabilization, the Debtor shall have authority to request an increase of the Exit Loan, which may or may not be approved in the Plan Funder's sole discretion, in order to cover same. A full-text copy of the Disclosure Statement dated April 8, 2025 is available at https://urlcurt.com/u?l=viupxo from PacerMonitor.com at no charge. Attorney for the Debtor: Craig G. Margulies, Esq. Jeremy W. Faith, Esq. Samuel Boyamian, Esq. Margulies Faith, LLP 16030 Ventura Blvd., Suite 470 Encino, California 91436 Tel: (818) 705-2777 Fax: (818) 705-3777 Email: Craig@MarguliesFaithLaw.com Jeremy@MarguliesFaithLaw.com Samuel@MarguliesFaithLaw.com About Sierra Bonita Young Sierra Bonita Young, LLC in Rancho Cucamonga, CA, is a 50% owner (as Tenants-in-Common) of a commercial building located at 14947 and 14963 Sierra Bonita Lane, Chino, California 91710 (the "Chino Property"). The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-11501) on March 26, 2024, listing as much as $1 million to $10 million in both assets and liabilities. Caylee M. Young as manager, signed the petition. Judge Wayne E. Johnson oversees the case. MARGULIES FAITH LLP serves as the Debtor's legal counsel. SILVERLEAF FUNDING: Dismissal of Reed's Civil Lawsuit Affirmed -------------------------------------------------------------- In the appealed case styled as JAMES REED Petitioner-Appellant, v. ILLINOIS APPELLATE COURT, FIRST DISTRICT, Respondent-Appellee, No. 24-2803 (7th Cir.), Judges Thomas L. Kirsch II, John Z. Lee and Nancy L. Maldonado of the United States Court of Appeals for the Seventh Circuit affirmed the judgment of the United States District Court for the Northern District of Illinois dismissing James Reed's civil lawsuit against the Illinois Appellate Court for want of prosecution. This case has a protracted history. For more than a decade, Reed has been involved in a foreclosure suit in Illinois state court. The suit was initiated by his mortgage broker, Silverleaf Funding, LLC, after Reed failed to pay property taxes. In 2018, the state court confirmed the judicial sale of the property from Silverleaf -- then in Chapter 11 bankruptcy proceedings -- to a company known as Inverse Asset Fund, LLC. Reed appealed the state court's confirmation order. He asserted first, that the state court violated his Fourteenth Amendment due process rights by failing to provide him notice of the judicial sale, and second, that the state court lost jurisdiction of the case under 28 U.S.C. Secs. 1441–52 upon Silverleaf's filing for bankruptcy. In 2019, the state appellate court dismissed the appeal for want of prosecution. Nearly two years later, Broadway Irving Park requested an order of possession to evict Reed. Although Reed challenged Broadway Irving Park's purchase in state court on jurisdictional and due process grounds, the court granted Broadway Irving Park's request and entered an order of possession. Reed's appeal of that order led the trial court to stay execution pending the directive of the appellate court. The district court then dismissed Reed's case with prejudice for want of prosecution. The court cited its prior warning about the risk of dismissal, Reed's lack of communication with his counsel, his failure to submit a jurisdictional statement, and the prejudice that further delay would have on Broadway Irving Park. On appeal, Reed first challenges the dismissal for want of prosecution by targeting the district court's underlying order that granted counsel's motion to withdraw. Invoking Illinois Supreme Court Rule 13(c) (addressing manner of service of motion for withdrawal on party represented), Reed argues that the court's decision to grant that motion was marred by its failure to serve him or confirm receipt of counsel's motion to withdraw. Reed maintains, relatedly, that he did not receive the court's order warning him that further inaction would result in dismissal of his case for want of prosecution. But a party is bound by the acts of the attorney he chooses to represent him, just as a principal is bound by the acts of its agent, and Reed's counsel stated that they received the court's warning about possible dismissal. Reed finally asserts that the dismissal for want of prosecution is an overly punitive disposition under the circumstances. However, the Circuit Judges hold that the dismissal for want of prosecution is the 'most severe sanction that a court may apply,' requiring the careful exercise of discretion. Even so, they cannot say the district court abused its discretion by dismissing Reed's case and denying his request for reconsideration. Reed failed repeatedly to meet with his counsel to complete his pending jurisdictional statement, and he failed to comply with the court's directive that he appear at the Aug. 8 hearing or his case would be dismissed. Such conduct is an appropriate ground for dismissal. They add, although the district court rightfully dismissed Reed's suit after he failed to appear, it is not apparent to them -- nor was it to the district court -- that it had subject-matter jurisdiction to dismiss with prejudice. Because this issue has not been conclusively decided, they modify the judgment to be without prejudice. A copy of the Court's decision is available at https://urlcurt.com/u?l=NpbpAi Silverleaf Funding, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-12837) on Dec. 4, 2017. SMART BAKING: Dismissal of Appeal in Powers Suit Affirmed --------------------------------------------------------- Judges Jill Pryor, Kevin C. Newsom, and Andrew L. Brasher of the United States Court of Appeals for the Eleventh Circuit affirmed the judgment of the United States District Court for the Middle District of Florida dismissing the appeal by Smart Baking Company of the United States Bankruptcy Court for the Middle District of Florida's decision to allow the administrative claim of Powers Industrial, LLC for repair costs. Smart Baking filed a voluntary petition to reorganize under Chapter 11 of the Bankruptcy Code. In confirming Smart Baking's liquidation plan, the bankruptcy court granted Powers Industrial two administrative claims -- one for unpaid rent and the other for building-repair costs. Smart Baking appealed the bankruptcy court's decision to allow the administrative claim for repair costs, but the district court dismissed the appeal for lack of finality because the bankruptcy court's order hadn't yet awarded a specific amount to Powers Industrial. After the bankruptcy court set the claim for repair costs at $724,922.00, Smart Baking appealed again. But it filed its initial brief 11 days past the relevant deadline. The same day Smart Baking submitted its initial brief, Powers Industrial filed a motion to dismiss the appeal as untimely under Federal Rule of Bankruptcy Procedure 8018(a)(4). The district court granted the motion and dismissed Smart Baking's appeal. The Eleventh Circuit finds the district court did not abuse its discretion in dismissing Smart Baking's appeal under Rule 8018(a)(4). The Circuit Judges hold that Smart Baking did not move for an extension, and its tardy brief was a near carbon copy of the brief it had filed in the first appeal that the district court dismissed for lack of finality. Given these circumstances, the district court was on firm ground in dismissing the appeal. Because the district court did not abuse its discretion in finding that Smart Baking failed to properly prosecute its bankruptcy appeal, they affirm its decision to dismiss it. The appeals case is SMART BAKING COMPANY, LLC, Plaintiff-Appellant, versus POWERS INDUSTRIAL, LLC, Defendant-Appellee, No. 24-12389 (11th Cir.). A copy of the Court's decision is available at https://urlcurt.com/u?l=CAWvkZ About Smart Baking Company Smart Baking Company, LLC, is a food manufacturer in Florida. It offers snack cakes, hamburger buns and breakfast items. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-02365) on July 5, 2022. In the petition signed by Harvey F. Heuvel, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Justin M. Luna, Esq., at Latham Luna Eden and Beaudine LLP, is the Debtor's counsel. SOLID FINANCIAL: Jami Nimeroff Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC as Subchapter V trustee for Solid Financial Technologies Inc. Ms. Nimeroff will be paid an hourly fee of $450 for her services as Subchapter V trustee while paralegals will be compensated at $185 per hour. Ms. Nimeroff declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jami Nimeroff, Esq. Brown McGarry Nimeroff, LLC 919 N. Market Street, Suite 420 Wilmington, DE 19801 Telephone: (302) 428-8142 Fax: (302) 351-2744 Email: jnimeroff@bmnlawyers.com About Solid Financial Technologies Solid Financial Technologies Inc. is a FinTech platform that enables banks and companies to build, scale, and launch banking and payment solutions with ease. By offering services like account creation, payments processing, and card issuance, Solid integrates with partner banks to deliver seamless financial experiences. The platform prioritizes security and compliance, helping companies navigate regulatory requirements while driving innovation in the financial ecosystem. Solid Financial Technologies Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 25-10669) on April 7, 2025. In its petition, the Debtor reported total assets as of February 28, 2025 of $10,523,766 and total liabilities as of February 28, 2025 of $4,131,647. Judge Brendan Linehan Shannon handles the case. The Debtor is represented by Matthew P. Ward, Esq. at Womble Bond Dickinson (US) LLP. Rock Creek Advisors, LLC is the Debtor's financial advisor. SOLUNA HOLDINGS: Registers $100 Million Mixed Shelf Offering ------------------------------------------------------------ Soluna Holdings, Inc. filed a Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission disclosing that it may offer, issue and sell from time to time together or separately, in one or more offerings, any combination of (i) common stock, par value $0.001 per share, (ii) preferred stock, which it may issue in one or more series, (iii) warrants, (iv) senior or subordinated debt securities, (v) subscription rights and (vi) units. The debt securities may consist of debentures, notes, or other types of debt. The debt securities, preferred stock, warrants and subscription rights may be convertible into, or exercisable or exchangeable for, common or preferred stock or other securities of the Company. The units may consist of any combination of the securities listed. Soluna said, "The aggregate public offering price of the securities that we are offering will not exceed $100,000,000. We will offer the securities in an amount and on terms that market conditions will determine at the time of the offering. Our common stock and our 9.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, are listed on the Nasdaq Capital Market under the symbols "SLNH" and "SLNHP", respectively. The last reported sale price for our common stock and our Series A Preferred Stock on April 17, 2025 on the Nasdaq Capital Market was $0.62 and $4.60, respectively. You are urged to obtain current market quotations of our common stock and Series A Preferred Stock. As of the date of this prospectus, we have no warrants, debt securities, subscription rights or units listed or quoted on any securities exchange or other nationally recognized trading market. Each prospectus supplement will indicate if the securities offered thereby will be listed or quoted on any securities exchange or another nationally recognized trading market." "As of April 18, 2025, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $14,027,685, which was calculated based on 9,542,643 shares of our outstanding common stock held by non-affiliates at a price of $1.47 per share, the closing price of our common stock on February 19, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities pursuant to this prospectus with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During the 12 calendar months prior to, and including, the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3." "Should we offer any of the securities in this prospectus, we will provide you with the specific terms of the particular securities being offered in a supplement to this prospectus." "We may sell these securities directly to our stockholders or to other purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions or discounts." A full-text copy of the Registration Statement is available at: https://tinyurl.com/mrwjdpw4 About Soluna Holdings Headquartered in Albany, N.Y., Soluna Holdings, Inc. designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. The Company's modular data centers can be co-located with wind, solar, or hydroelectric power plants and support compute-intensive applications, including Bitcoin mining, generative AI, and scientific computing. This approach aids in energizing a greener grid while providing cost-effective and sustainable computing solutions. Albany, N.Y.-based UHY LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Mar. 31, 2025, attached in the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company was in a net loss, has negative working capital, and has significant outstanding debt that raise substantial doubt about its ability to continue as a going concern. As of June 30, 2024, Soluna Holdings had $98.68 million in total assets, $48.74 million in total liabilities, and $49.93 million in total equity. SOUL WELLNESS: Bid to Employ Bankruptcy Counsel Granted in Part --------------------------------------------------------------- Judge Laurel M. Isicof of the United States Bankruptcy Court for the Southern District of Florida denied in part Soul Wellness, LLC's application to employ Attorney Jacqueline Calderin and Agentis PLLC as general bankruptcy counsel. The United States Trustee's limited objection is sustained. Pre-petition, the Debtor retained Attorney Jacqueline Calderin and Agentis PLLC, as its bankruptcy counsel and executed a retainer agreement which governs the relationship between the Debtor and Counsel. Because, according to Counsel, the Debtor could only afford to pay Counsel a small pre-petition retainer, the Debtor and Counsel agreed that the Debtor would set aside a sum every month to cover a portion of Counsel's fees and expenses and the Subchapter V Trustee's fees and expenses as a post-petition retainer. The Retainer Agreement provides that the Debtor would deposit $6,000 each month -- $5,0005 earmarked for Counsel's post-petition fees and expenses; and $1,000 for the Subchapter V Trustee, which funds would be held by Counsel in its trust account. It provides that these funds would be payable to Counsel and the Subchapter V Trustee only upon application by each and approval of the Court. The UST objected only to Counsel's request that the monthly payments into its trust account on account of Counsel's fees be characterized as a post-petition retainer arguing first, that any proposed use of property of the estate requires application pursuant to 11 U.S.C. Sec. 363; and second, that holding such funds as a retainer as opposed to holding them merely in trust gives Counsel the equivalent of a super-priority claim for its fees over any other administrative claim. Instead, the UST argues that the Court should enter an order holding that any funds transferred to Counsel's trust account post-petition remains property of the estate for the potential pro rata benefit of all administrative claimants, and not just for the benefit of Counsel. The Court finds that, while post-petition retainers are authorized under the Bankruptcy Code, and appropriate under certain circumstances, the facts and circumstances of this case do not support approval of the Post-petition Retainer. The Court ordered as follows: 1. The Limited Objection is sustained. 2. The Application is denied in part with respect to the Post-petition Retainer incorporated into the Retainer Agreement attached to the Application. However, the monthly deposit of funds is approved. 3. Any funds transferred to Counsel's trust account post-petition remain property of the estate. A copy of the Court's decision is available at https://urlcurt.com/u?l=n3omyS from PacerMonitor.com. About Soul Wellness Soul Wellness, LLC operates a wellness and fitness gym, with a concentration on CrossFit, Olympic weightlifting and power lifting. It also offers classes in yoga, Pilates, run fitness, and jujitsu gym. In addition to the general gym offerings, Soul Wellness operates a youth specific fitness program for high school students, and offers discounted programs for public school teachers and personalized training for disabled children. Soul Wellness filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-23368) on December 20, 2024, listing up to $50,000 in assets and up to $1 million in liabilities. Tarek Kiem, Esq., at Kiem Law, PLLC serves as Subchapter V trustee. Judge Laurel M. Isicoff oversees the case. The Debtor is represented by: Jacqueline Calderin, Esq. Agentis PLLC 45 Almeria Avenue Coral Gables, FL 33134 Telephone: (305) 722-2002 Email: jc@agentislaw.com SPECTRUM GROUP: Moody's Appends 'LD' Designation to PDR ------------------------------------------------------- Moody's Ratings said it has appended a limited default (/LD) designation to Spectrum Group Buyer, Inc.'s (Spectrum) probability of default rating, revising it to Caa3-PD/LD from Caa3-PD. There is no change to the company's ratings, including its Caa3 corporate family rating or Caa3 senior secured bank credit facility ratings. The outlook is unchanged at negative. This action follows the company's amendment of the first lien term loan credit agreement on May 1, 2025 to extend the interest payment deadline. Moody's considers the missed interest payment beyond the initial grace period as a form of default under Moody's criteria, despite the amendment to the credit agreement. The "/LD" designation will be left in place until the interest is paid. As part of the amendment, the company received an extension on the April 30 interest payment for its term loan until the earlier of the closure of the Stevens Point sale transaction and June 12, 2025. The company plans to use the proceeds of the sale of the previously announced Stevens Point facility to repay about $430 million of debt principal and interest, including about $345 million of term loan principal repayment at par and $14 million accrued interest. Spectrum Group Buyer, Inc., operating through Pixelle Specialty Solutions LLC, is a manufacturer of specialty papers for diverse end markets. The company is owned by funds affiliated with H.I.G. Capital. SPLASH BEVERAGE: 10-K Delay Triggers NYSE Noncompliance ------------------------------------------------------- Splash Beverage Group, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it received an official notice of noncompliance from NYSE Regulation stating that the Company is not in compliance with NYSE American continued listing standards due to the failure to timely file the Company's Form 10-K for the year ended December 31, 2024 by the filing due date of April 15, 2025. The Company intends to file the Delinquent Report in the very near future, however, there is currently no anticipated date for when such Filing Delinquency will be cured via the filing of the Delinquent Report. There can be no assurance that the Company will ultimately regain and remain in compliance with all applicable NYSE American listing standards. The aforementioned deficiency can be cured by filing the Delinquent Report. About Splash Beverage Group Fort Lauderdale, Florida-based Splash Beverage Group, Inc. is a portfolio company specializing in managing multiple brands across various growth segments within the consumer beverage industry. The Company focuses on incubating and acquiring brands with the aim of accelerating them to higher volumes and increased sales revenue. Rose, Snyder & Jacobs, based in Encino, California, and the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 29, 2024. The qualification highlighted that the Company has experienced recurring losses from operations, an accumulated deficit, and a working capital deficiency, which raise substantial doubt about its ability to continue as a going concern. Splash Beverage Group incurred a net loss of $21 million for the year ended December 31, 2023. As of June 30, 2024, Splash Beverage Group had $8,057,812 in total assets, $18,411,650 in total liabilities, and $10,353,838 in total stockholders' deficit. SYSOREX GOVERNMENT: Seeks Chapter 11 Bankruptcy in New York ----------------------------------------------------------- On May 5, 2025, Sysorex Government Services Inc. filed Chapter 11 protection in the U.S. Bankruptcy Court for the Southern District of New York. According to court filing, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Sysorex Government Services Inc. Sysorex Government Services Inc. provides IT solutions to federal, state, and local governments in the United States. Its offerings span cybersecurity, engineering support, consulting, and enterprise technology services, often in partnership with major vendors such as Cisco, Microsoft, and Dell. The Company delivers integrated solutions across areas including cloud, networking, security, and mobility. Sysorex Government Services Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 25-10920) on May 5, 2025. In its petition, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $10 million and $50 million. Honorable Bankruptcy Judge John P. Mastando III handles the case. The Debtor is represented by Ralph Preite, Esq. at CULLEN AND DYKMAN LLP. TAKARA GROUP: Gets Final OK to Use Cash Collateral -------------------------------------------------- Takara Group, LLC received final approval from the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, to use cash collateral. The final order authorized the company to use cash collateral to pay up to $17,327.11 in payroll, plus taxes and withholdings; $5,659 or 50% of the amount due to critical vendor, Wismettac Asian Foods, Inc.; and ordinary course expenses in accordance with its budget. As protection for the company's use of their cash collateral, Retail Capital, LLC (doing business as Credibly of Arizona, LLC) and the U.S. Small Business Administration were granted replacement liens on the company's assets similar to their pre-bankruptcy collateral. Nothing contained in the final order impairs or modifies any rights, claims or defenses available in law or equity to Retail Capital, SBA, and Takara Group. A copy of the final order and the budget is available at https://shorturl.at/asXRE from PacerMonitor.com. About Takara Group LLC Takara Group, LLC is a full-service restaurant specializing in serving ramen noodle dishes. The Debtor filed Chapter 11 petition (Bankr. E.D. Va. Case No. 25-31283) on April 1, 2025, listing up to $100,000 in assets and up to $1 million in liabilities. Christopher M. Winslow, Esq., at Winslow, McCurry & MacCormac , PLLC, represents the Debtor as legal counsel. TEAK DECK: Unsecured Creditors Will Get 7.31% in Plan ----------------------------------------------------- Teak Deck Company filed with the U.S. Bankruptcy Court for the Southern District of Florida a Subchapter V Plan dated April 8, 2025. Founded in 1996 by Juha Tuomela, the Debtor's business started marine woodworking projects from cabinetry to general woodworking. In 2000, Juha built and installed his first teak deck. In 2005, Juha changed the name to Teak Deck Company to solely focus on teak deck fabrication and installations. The pandemic-induced disruptions necessitated securing an Economic Injury Disaster Loan (EIDL) to sustain operations, followed by a Chase Line of Credit Loan to avoid closure and continue business. These decisions, made under duress to preserve the Debtor's business, resulted in an unmanageable debt burden. This unexpected financial strain precipitated Debtor's current financial distress and necessitated this Chapter 11 bankruptcy filing. Class IV consists of General Unsecured Creditors. Unsecured claims are estimated to be approximately $616,000, but is subject to change as the various claims objections pending in this case are adjudicated. Unsecured creditors shall be paid an unsecured dividend and shall receive a collective dividend of $750 per month but to be distribute quarterly, for a period of 20 calendar quarters, and commencing with first payment on the first day of the first calendar quarter following the effective date of the plan. The dividend shall be pro-rated such that each unsecured creditor shall be paid in proportion that each creditor's allowed claim amount is to the total amount of allowed unsecured claims. Based on the total proposed dividend, and the anticipated collective body of allowed claims, the unsecured creditors will be receiving an estimated dividend of approximately 7.31%. The sole equity interest holder of the Debtor is Joonas Tuomela, who will retain his interest and is unimpaired. The Debtor has the capacity to apply its net disposable income for 5 years toward a payment to its creditors, or if necessary, to the supervision and control of the Subchapter V trustee for execution of the plan. About Teak Deck Co. Teak Deck Co. sells retail deck products and installs teak decking. Teak Deck filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 25-10818) on Jan. 27, 2025, listing between $50,001 and $100,000 in assets and between $1 million and $10 million in liabilities. Carol Fox of GlassRatner serves as Subchapter V trustee. Judge Mindy A. Mora presides over the case. Julianne R. Frank, Esq., is the Debtor's legal counsel. TEAL JONES: Claims Filing Deadline Set for July 15, 2025 -------------------------------------------------------- The Supreme Court of British Columbia granted a further order prescribing a process by which the identity and status of all persons holding claims against Teal Jones Holdings Ltd. and its debtor-affiliates will be established for purposes of Companies' Creditors Arrangement proceedings. A copy of the the claims process order may be viewed at https://www.ey.com/ca/tealjones. Any creditor who receives a claims amount notice and who does not dispute the claims or restructuring claims as set forth in the claims amount notice, is not required to file a proof of claim in respect of such claims or restructuring claims by 5:00 p.m. (Pacific Time) on July 15, 2025. Such creditors need take no further action. Any creditor having a claim against any of the TJ entities arising prior to April 25, 2024, of any nature whatsoever, including an unsecured, secured, contingent or unliquidated claim must send a proof of claim in the prescribed form to the Monitor to be received by the Monitor by no later than 5:00 p.m. (Pacific Time) on the Claims Bar Date. If you have any questions regarding the claims process order, the claims process, or the process or timelines for providing a proof of claim contact the monitor at 1-888-788-9099 / 416-943-4495 or tealjones.monitor@ca.ey.com. Teal Jones Holdings Ltd. -- https://tealjones.com -- is a Canadian forestry company established in 1946 and headquartered in Surrey, British Columbia. TREASURE VALLEY: Hires Broer & Passannante P.S. as Counsel ---------------------------------------------------------- Treasure Valley, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Broer & Passannante, P.S. to handle is Chapter 11 case. The firm will be paid at these rates: Partner $375 per hour Of Counsel $350 per hour Legal Assistants $95 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Mr. Passannante 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: Mark G. Passannante, Eq. Broer & Passannante, P.S. 8904 NE Hazel Dell Av. Vancouver, WA 98665 Tel: (360) 576-7947 About Treasure Valley, LLC Treasure Valley, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Or. Case No. 1-25-10699) on March 28, 2025. The Debtor hires Broer & Passannante, P.S. as counsel. TSFG LLC: Hires Rountree Leitman Klein as Legal Counsel ------------------------------------------------------- TSFG, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Rountree, Leitman, Klein & Geer, LLC as counsel. The firm will provide these services: (a) give the Debtor legal advice with respect to its power and duties; (b) prepare on behalf of the Debtor any necessary legal papers; (c) assist in examination of the claims of creditors; (d) assist with formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other legal services for the Debtor as that may be necessary in the Chapter 11 case. The firm will be paid at these rates: William Rountree, Attorney $595 per hour Will Geer, Attorney $595 per hour Michael Bargar, Attorney $535 per hour David Klein, Attorney $495 per hour Hal Leitman, Attorney $425 per hour William Matthews, Attorney $425 per hour Ceci Christy, Attorney $425 per hour Elizabeth Childers, Attorney $395 per hour Caitlyn Powers, Attorney $375 per hour Shawn Eisenberg, Attorney $300 per hour Elizabeth Miller, Paralegal $290 per hour Megan Winokur, Paralegal $175 per hour Catherine Smith, Paralegal $150 per hour Law Clerk $175 per hour The firm received a pre-petition retainer of $30,000 from the Debtor. Mr. Rountree 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: William A. Rountree, Esq. Rountree, Leitman, Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (404) 584-1238 Email: wrountree@rlkglaw.com About TSFG, LLC TSFG, LLC, also known as The Skyfall Group, is a family-owned company specializing in exterior home repairs and storm restoration services for both residential and commercial properties. It offers a comprehensive range of services, including roof repair and replacement, gutter installation, siding, and painting. Operating primarily in Georgia, Tennessee, and Kentucky, Skyfall Group prides itself on its expertise in insurance restoration, providing free inspections and offering a five-year labor warranty on roof replacements. TSFG filed Chapter 11 petition (Bankr. N.D. Ga. Case No. 25-53596) on April 1, 2025, listing between $100,001 and $500,000 in assets and between $1 million and $10 million in liabilities. Scott Osmon, a member of TSFG, signed the petition. Judge Jeffery W. Cavender oversees the case. The Debtor is represented by William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC. TWIN FALLS: Unsecured Creditors Will Get 100% of Claims in Plan --------------------------------------------------------------- Twin Falls Oil Service, LLC, filed with the U.S. Bankruptcy Court for the District of North Carolina a Disclosure Statement in support of Chapter 11 Plan dated April 9, 2025. The Debtor was formed on October 8, 2014 by Jeffery L. Jacobson, as an owner-operated company. The Debtor began as a service provider to a large oil service trucking company, hauling fresh water and waste water to oil drilling rigs and production sites in Western North Dakota. In the past few years, the Debtor continued providing these basic services in North Dakota and Wyoming, but also added four over-the-road ("OTR") trucks to add non-oilfield exposure and raise the Debtor's Federal Motor Carrier Safety Administration (FMCSA) scores. The Debtor's main office is currently located in Killdeer, North Dakota. The Debtor leases the space from TF Holdings, LLC, which is a separate entity owned by Mr. Jacobson. The Debtor also rents a secondary location in Watford City, North Dakota. An unrelated third-party owns the Watford City building and rents it to the Debtor. Due to the attempts to collect from the Debtor's customers and the levy against the Debtor's bank accounts, the Debtor made the difficult decision to commence the Chapter 11 Case for the purpose of preserving its assets and ensuring its continued operations while the Debtor attempted to reorganize its business and propose a plan to repay its creditors. The Plan is a mechanism for reorganizing property of the estate, disposing of Causes of Action, resolving claim disputes, and making distributions to holders of Allowed claims in accordance with the priority scheme created by the Bankruptcy Code. As of the Effective Date of the Plan, all property of the Debtor's estate will vest in the Reorganized Debtor. The Debtor will, as a Reorganized Debtor, continue to exist and continue to operate its business on and after the Effective Date. The Plan is a mechanism for reorganizing property of the estate, disposing of Causes of Action, resolving claim disputes, and making distributions to holders of Allowed claims in accordance with the priority scheme created by the Bankruptcy Code. As of the Effective Date of the Plan, all property of the Debtor's estate will vest in the Reorganized Debtor. The Debtor will, as a Reorganized Debtor, continue to exist and continue to operate its business on and after the Effective Date. Class 2-A consists of all Unsecured Claims against the Debtor that are not entitled to priority and are not classified elsewhere in the Plan, or the unsecured portion of any other class claims. Holders of Allowed Class 2-A claims will receive 100% of their Allowed claims, with no interest. Payments on Allowed Class 2-A claims will be made through biannual payments and a balloon payment of the remaining balance at the end of the Plan Term pursuant to the payment schedule. Class 2-B consists of all Insider Claims. Holders of Allowed Class 2-B claims will not receive any payments on their Allowed claims unless and until all payments have been made to the holders of Class 1-A through Class 2-A claims pursuant to the payment schedule. Class 3 consists of all ownership interests in the Debtor. On the Effective Date, the holders of Class 3 claims will retain their ownership interests in the Debtor. In accordance with Article V of the Plan, on the Effective Date, all property of the Debtor's estate will vest in the Reorganized Debtor. The Debtor will, as a Reorganized Debtor, continue to exist and continue to operate its business on and after the Effective Date. The Reorganized Debtor will retain cash on hand on the Effective Date for operating capital. Cash flow generated from the Reorganized Debtor's ongoing operations will be used for general working capital purposes and to make distributions under the Plan. From and after the Effective Date, the Reorganized Debtor will continue to be managed as it was prior to and during the Chapter 11 Case. A full-text copy of the Disclosure Statement dated April 9, 2025 is available at https://urlcurt.com/u?l=mkgljZ from PacerMonitor.com at no charge. About Twin Falls Oil Service Twin Falls Oil Service, LLC, a company in Killdeer, N.D., offers crude oil hauling, water hauling, aggregate hauling, hydrovac winch services, and OTR hauling. Twin Falls filed Chapter 11 petition (Bankr. D.N.D. Case No. 24-30525) on Dec. 11, 2024, listing up to $50,000 in assets and up to $10 million in liabilities. Jeffery L. Jacobson, president of Twin Falls, signed the petition. Judge Shon Hastings oversees the case. The Debtor is represented by: Steven R. Kinsella, Esq. Fredrikson & Byron, P.A. Tel: (612) 492-7244 Email: skinsella@fredlaw.com UNIVERSAL BIOCARBON: Hires Scott Law Team as Special Counsel ------------------------------------------------------------ Universal Biocarbon, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ The Scott Law Team as special counsel. The Debtor needs the firm's legal assistance in connection with a case (Case No. 50-2024-CA-007460 MB) filed in the Circuit Court of Palm Beach County, Florida. The firm will be paid at these rates: Managing Partner $525per hour Of Counsel $475. Per hour Senior Associate $425 per hour Associate $400 per hour Paralegal/Law Clerk $175 per hour Prior to filing this case, the Debtor paid the firm the amount of $19,240.94 for legal services. In addition, the firm will seek reimbursement for its out-of-pocket expenses. Gabe Roberts, Esq., a partner at The Scott Law Team 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: Gabe Roberts, Esq. The Scott Law Team 250 S Central Boulevard, Suite 104 Jupiter, FL 33458 Tel: (561) 653-0008 Fax: (561) 653-0020 About Universal Biocarbon, Inc. Universal Biocarbon Inc. transforms vegetative biomass such as yard waste and tree trimmings, into high-quality carbon products like compost, mulch, biochar, and activated carbon. Through a partnership with the Sunshine State Biomass Cooperative, UBC creates a cycle of beneficial reuse, sharing profits with the suppliers of biomass feedstock. The company is based in Canal Point, Fla. Universal Biocarbon filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 25-10987-EPK) on January 30, 2025, listing up to $1 million in assets and up to $10 million in liabilities. David Disbrow, chairman and founder of Universal Biocarbon, signed the petition. Judge Erik P. Kimball oversees the case. Craig I. Kelley, Esq., at Kelley Kaplan & Eller, PLLC, represents the Debtor as legal counsel. UNLIMITED SOURCE: Creditors to Get Proceeds From Liquidation ------------------------------------------------------------ Unlimited Source Consulting Agency, LLC filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Subchapter V Plan of Liquidation dated April 7, 2025. The Debtor is a Georgia corporation, incorporated on August 28, 2020. The Debtor is a real estate company. Specifically, the Debtor owns two single family houses in Atlanta, Georgia for sale in order to pay debts in this bankruptcy case. The Debtor owns two real properties. One is a single-family house located in Fulton County having an address of 3017 Tribble Lane NW, Atlanta, Georgia 30311 (the "Tribble Lane Property"). The list price for this property is $365,000.00. The other property is a single-family house located in DeKalb County having an address of 4886 Valley View Ct., Atlanta, GA 30338 (the "Valley View Property"). The property is being upgraded in order to put it on the market. The Debtor's owner is paying for the rehab work personally. The current appraised value of the property is $550,000. Upon completion of rehab work, the property will have an appraised value of approximately $1,100,000. TridentRealty Investments, LLC asserts a secured mortgage claim as to both properties; $305,864.98 as to the Tribble Lane Property and $871,880.44 as to the Valley View Property. This Plan deals with all property of the Debtor and provides for treatment of all Claims against the Debtor and its properties. Class 3 consists of General Unsecured Claims not otherwise treated herein. The Debtor is not aware of any General Unsecured Claims. If the Plan is confirmed under section 1191(a) of the Bankruptcy Code, the Debtor shall pay to any Class 3 General Unsecured Creditors holding Allowed Claims, in full satisfaction of their respective Allowed Unsecured Claims, a pro rata share of the net proceeds realized from the sale of its assets on or before 180 days from the Effective Date. If payment has not been received on or before 180 days from the Effective Date, then the Class 3 Creditors are entitled to enforce their state law rights and remedies against the Debtor. If the Plan is confirmed under section 1191(b) of the Bankruptcy Code, Class 3 shall be treated the same as if the Plan was confirmed under section 1191(a) of the Bankruptcy Code. The Allowed Claims of the Class 3 Creditors are Impaired by the Plan and the holders of Allowed Class 3 Claims are entitled to vote to accept or reject the Plan. Class 7 consists of the Interests of the Debtor's Equity Holder Cousino Crawford. The Equity Holder will retain his Interest in the Reorganized Debtor as such Interest existed as of the Petition Date. This class is not impaired and is not eligible to vote on the Plan. Upon confirmation, the Debtor will be charged with administration of the Bankruptcy Case. The Debtor will be authorized and empowered to take such actions as are required to effectuate the Plan. The Debtor will file all post-confirmation reports required by the United States Trustee's office. The Debtor will also file the necessary final reports and may apply for a final decree as soon as practicable after substantial consummation and the completion of the claims analysis and objection process. The source of funds for the payments pursuant to the Plan is the future income of the Debtor from the orderly liquidation of the Debtor's assets by the Debtor. A full-text copy of the Liquidating Plan dated April 7, 2025 is available at https://urlcurt.com/u?l=R3MYDj from PacerMonitor.com at no charge. Counsel to the Debtor: Paul Reece Marr, Esq. Paul Reece Marr, PC 6075 Barfield Road, Suite 213 Sandy Springs, GA 30328 Telephone: (770) 984-2255 Email: paul.marr@marrlegal.com About Unlimited Source Consulting Agency Unlimited Source Consulting Agency, LLC, is a limited liability company based in Atlanta, Ga. Unlimited Source Consulting Agency filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 25-50203) on January 6, 2025, with $1 million to $10 million in both assets and liabilities. Paul Reece Marr, Esq., at Paul Reece Marr, PC, is the Debtor's legal counsel. VASTAV INC: 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 Vastav Inc. 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 About Vastav Inc. Vastav Inc filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 202-41211) on April 2, 2025, listing $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Mark X Mullin presides over the case. The Debtor is represented by Robert DeMarco, III, Esq., at DeMarco Mitchell, PLLC. VILLAGE ROADSHOW: Court Approves May 21 Auction, Sale Rules ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the bidding procedures in connection with one or more sales or dispositions of the assets of Village Roadshow Entertainment Group Inc. and its debtor-affiliates, and authorized the Debtors' entry into and performance under an asset purchase agreement in connection with a potential sale of the Debtors' Library Assets to Alcon Media Group LLC. The deadline to submit offer for the Debtors' assets is May 16, 2025, at 4:00 p.m. (prevailing Eastern Time) followed by an auction on May 21, 2025, at a time to be announced by the Debtors, via remote video and/or person at the offices of Sheppard, Mullin, Richter & Hampton LLP, 1901 Avenue of the Stars, Suite 1600, Los Angeles, CA 90067. The sale hearing to consider the proposed sale will be held on or before June 10, 2025, at 10:00 a.m. (prevailing Eastern Time). Objections to the sale, if any, must be filed no later than 4:00 p.m. (prevailing Eastern Time) on May 12, 2025. The Debtors are seeking to sell some, all, or substantially all of the Assets to the person or entity making the most value maximizing bid through the process outlined in these Bid Procedures. The Assets are generally segregated into the following primary business segments: a) the Debtors' interests in their library of 108 feature films, including the Debtors' undivided interest in their relevant percentage of the intellectual property, distribution rights, cash flows, and other property related to the Film Library (the “Library Assets”), which are Purchased Assets in the Stalking Horse APA. b) the Debtors' rights to produce, distribute, and otherwise exploit remakes, sequels, and prequels of the feature films in the Film Library, which the Debtors co-own with certain studio partners; and c) the Debtors' assets related to their studio business centered around the development and production of independent films). Any persons or entities interested in submitting a bid to purchase all or certain of the Debtors' assets must contact: Solic Capital Advisors LLC Attn: Reid Snellenbarger George N. Koutsoniciolis 150 North Wacker Drive Suite 3000 Chicago, IL 60606 Email: reids@soliccapital.com george@soliccapitial.com About Village Roadshow Entertainment Group USA Village Roadshow Entertainment Group USA Inc. and its affiliates are a prominent independent producer and financier of major Hollywood films, having produced over 100 successful movies since 1997. Their portfolio includes globally recognized blockbusters such as "Joker," "The Great Gatsby," and the "Matrix" trilogy. Before the WB Arbitration, which began in 2022, the Company had a profitable and well-established co-production and co-financing partnership with Warner Bros. Entertainment Inc. and its affiliates ("WB"), resulting in many successful projects. The Debtor's most valuable assets include its Film Library and Derivative Rights, stemming from its extensive and enduring film industry presence. Village Roadshow Entertainment Group USA Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 25-10475) on March 17, 2025. In the petitions signed by Keith Maib, chief restructuring officer, the Debtors disclosed up to $500 million in estimated assets and up to $1 billion in estimated liabilities. Honorable Bankruptcy Judge Thomas M. Horan handles the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as local counsel; Sheppard, Mullin, Richter & Hampton LLP as bankruptcy counsel; Kirkland & Ellis LLP as special litigation counsel; Accordion Partners, LLC as financial and restructuring advisor; and Solic Capital Advisors, LLC as investment banker. Kurtzman Carson Consultants, LLC, doing business as Verita Global, is the Debtors' claims and noticing agent and administrative advisor. VITAL PHARMACEUTICALS: Court Tosses Motions Filed by Founder ------------------------------------------------------------ Judge Peter D. Russin of the United States Bankruptcy Court for the Southern District of Florida denied the followings motions filed by Jack H. Owoc, and with respect to certain of them, joined by Megan Owoc, in the bankruptcy case of Vital Pharmaceuticals, Inc.: (i) Emergency Motion To Lift All Confidentiality Orders And Disclose All Settlement Negotiations, Financial Transactions, And Professional Fees To Allow Mr. And Mrs. Owoc To Properly Defend Themselves And Ensure Accountability To Creditors Introduction, (ii) Emergency Motion to Waive All Court Fees and Costs Due To Financial Hardship Resulting from Bankruptcy and Imminent Foreclosure Of Movants Family Home Emergency Relief Requested, (iii) Emergency Motion to Require Electronic Filing Access for Pro Se Litigants To Ensure Equal Protection Under the Law and Prevent Undue Burdens and Prejudice, (iv) Emergency Motion for Immediate Return of Personal Property Confiscated Without Due Process and For Relief from Unlawful Seizure Resulting in Catastrophic Damages, (v) Emergency Motion and Supplemental Demand for Equal Time, Fair Treatment, And Formal Apology for Systemic Judicial Bias And Prejudice, (vi) Motion For Rule 2004 Examinations, (vii) Emergency Motion to Reconsider Deadlines And Pause ESI Production Due to Due Process Violations, Unlawful Confiscation, and Procedural Abuse, (viii) Emergency Motion For Injunctive Relief To Halt Trustee's Fraudulent Scheme And Enjoin Lowenstein Sandler And Bast Amron From Continued Depletion Of The Estate, and (ix) Emergency Motion To Halt Trustee's Alleged Bankruptcy Fraud And Racketeering Scheme: Looting The Estate. Jack H. Owoc founded Vital in 1993, serving as its sole officer and shareholder. Under his leadership Vital experienced significant growth and success with its Bang Energy drink brand. However, the company faced substantial legal challenges that contributed to its financial difficulties. The Bang Energy drink, central to Vital's success, was also the product at the heart of these legal issues. Its misleading marketing claims and trademark disputes called into question the long-term viability of the brand. These judgments lead to Vital and its affiliates filing for bankruptcy in October 2022. Shortly after filing bankruptcy, Vital added independent directors to its board. Ultimately, Vital's board removed Mr. Owoc as an officer and director in March 2023. The Liquidating Trust has filed an adversary proceeding against Mr. Owoc, Mrs. Owoc, and various affiliated entities. In that lawsuit, the Liquidating Trust seeks to recover property and pursue claims for, among other things, breach of fiduciary duty, fraudulent transfer, and unjust enrichment. The Second Amended Complaint alleges that Mr. Owoc, while serving as CEO and fiduciary of Vital, caused the company to transfer substantial corporate assets, including cash and intellectual property, for the benefit of himself, Mrs. Owoc, their family members, and entities under their control, at a time when the company was insolvent. These actions are alleged to constitute breaches of Mr. Owoc's fiduciary duties to the company and its creditors. The Complaint further asserts that Mr. Owoc engaged in conduct that contributed to the company's legal exposure and eventual financial collapse, including the unauthorized use of the "Bang" brand and the marketing of "Super Creatine" in violation of prior settlement agreements. Mr. Owoc's pending motions in this Court seek, in part, to halt or interfere with the Liquidating Trust's prosecution of that Adversary. The Court finds that Mr. Owoc has repeatedly failed to present credible evidence in support of his claims. His allegations are either directly refuted by the record or entirely unsupported by any factual basis. This pattern of conduct reflects a continued abuse of the judicial process and has imposed unnecessary burdens on the estate and the Court. A copy of the Court's decision is available at https://urlcurt.com/u?l=tsUR9U About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. VYVVE LLC: Linda Leali Named Subchapter V Trustee ------------------------------------------------- The U.S. Trustee for Region 21 appointed Linda Leali, Esq., as Subchapter V trustee for Vyvve, LLC. Ms. Leali will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Leali declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Linda M. Leali Linda M. Leali, P.A. 2525 Ponce De Leon Blvd., Suite 300 Coral Gables, FL 33134 Telephone: (305) 341-0671, ext. 1 Facsimile: (786) 294-6671 Email: leali@lealilaw.com About Vyvve LLC Vyvve, LLC filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 25-13760) on April 7, 2025, listing under $1 million in both assets and liabilities. Judge Erik P. Kimball oversees the case. Robert P. Charbonneau, Esq., at Agentis PLLC is the Debtor's legal counsel. WABASH NATIONAL: Moody's Cuts CFR to 'B1' & Alters Outlook to Neg. ------------------------------------------------------------------ Moody's Ratings downgraded the ratings of Wabash National Corporation (Wabash), including its corporate family rating to B1 from Ba3, probability of default rating to B1-PD from Ba3-PD and senior unsecured notes rating to B2 from B1. The outlook was changed to negative from stable. Moody's also downgraded Wabash's speculative grade liquidity rating to SGL-3 from SGL-2. The rating downgrades and negative outlook reflect Moody's expectations for a meaningful decline in Wabash's earnings in 2025 amid a persistent down cycle in trailer production. Uncertainty resulting from the implementation of US tariffs has negatively impacted end market demand for new trailers and truck equipment and caused Wabash's customers to delay investments in their transportation fleets. Consequently, Wabash's credit metrics are projected to deteriorate significantly in 2025, including a substantial increase in financial leverage. The punitive damages from a September 2024 jury verdict related to one of Wabash's products were reduced from $450 million to $108 million in the first quarter of 2025. However, this still poses a significant risk to Wabash if payment is required before operating conditions improve. Wabash has appealed the verdict and a timeline on a final resolution is unknown at this time. RATINGS RATIONALE Wabash's ratings reflect its solid position in the volatile truck trailer manufacturing market, specifically for Class 8 commercial vehicles. Moody's expects Wabash's revenue to decline at least 8% in 2025 following a drop of over 20% in 2024. Although the rate of decline is less, the significant reduction in production during the first half of 2025 is expected to decrease earnings substantially. Ongoing tariff uncertainty sharply curtailed end market demand from expectations at the start of 2025. Moody's anticipates Wabash will adjust its cost base to the lower demand in the near term, but profitability will be reduced. Moody's expects the company's EBITA margin to deteriorate to about breakeven in 2025, down from over 5% in 2024. Growth in its Parts and Services segment, including Trailers as a Service, will only slightly offset the decline in its larger Transportation Solutions business. Historically, Wabash has demonstrated an ability to effectively navigate through periods of severe end market declines by maintaining a conservative balance sheet ahead of down cycles. The company entered the current down cycle with debt/EBITDA near 1x at the end of 2023 and leverage remained below 3x in 2024 following significant demand pullback. However, Moody's expects debt/EBITDA will increase to around 7x as earnings weaken further in 2025. Moody's expects end market demand to recover in 2026, especially since new trailer production levels will remain below replacement needs over the next few quarters. As such, Moody's anticipates Wabash's financial leverage could quickly revert to the 3x range next year. Wabash is expected to maintain adequate liquidity as reflected in its SGL-3 speculative grade liquidity rating. Liquidity is supported by an expectation of positive free cash flow of around $20 million in 2025 as working capital needs decline and offset the drop in earnings. Further, Moody's expects Wabash to minimize capital expenditures during the year. Moody's expects free cash flow will be negative in 2026 assuming production volumes and capital investment needs increase. Wabash's liquidity as of March 31, 2025 consisted of $81 million of cash and $229 million of availability under its revolving credit facility, net of letters of credit and borrowing base limitations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if trailer demand sustainably improves and Wabash's EBITA margin returns to at least 7%. A ratings upgrade would also require good liquidity and stronger credit metrics, including debt/EBITDA that is expected to remain below 4x and EBITA/interest expense above 4x. The ratings could be downgraded if demand and production continue to decline and Wabash is unable to limit earnings deterioration, such that debt/EBITDA remains above 5x. Weakening liquidity, including increased reliance on its ABL or free cash flow that is expected to be sustained at breakeven or negative levels, could also lead to a ratings downgrade. Lastly, the ratings could be downgraded if Wabash is required to pay substantial punitive damages from the September 2024 jury verdict that exceed its available liquidity. The principal methodology used in these ratings was Manufacturing published in September 2021. Wabash National Corporation, based in Lafayette, Indiana, is a leading designer and manufacturer of truck and tank trailers, as well as related transportation equipment. The company also manufactures truck bodies. Revenue for the last 12 months ended March 31, 2025 was approximately $1.8 billion. WELLPATH HOLDINGS: Court Stays Wilhite Suit Due to Bankruptcy ------------------------------------------------------------- Magistrate Judge Anthony P. Patti of the United States District Court for the Eastern District of Michigan stays the case captioned as KEENAN BAILEY WILHITE, Plaintiff, v. ERIN PARR-MIRZA, JULIANA MARTINO, ANGELA JOSEPH, WELLPATH SERVICES, and KIM FARRIS, Defendants, Case No. 2:24-cv-11815 (E.D. Mich.). Keenan Bailey Wilhite (#779594) is currently incarcerated in the Michigan Department of Corrections Ionia Correctional Facility. In July 2024, while located at ICF, Wilhite filed this prisoner civil rights lawsuit in the Western District of Michigan in pro per against five Defendants, each associated with the MDOC's Macomb Correctional Facility. Plaintiff's case was transferred to this Court on July 15, 2024. Plaintiff is proceeding in forma pauperis, and the Court and the U.S. Marshals Service have facilitated service of process. Defendant Parr-Mirza is an MDOC employee, and Defendant Wellpath employs Defendants Martino, Joseph, and Farris. Currently before the Court are several motions: (1) MDOC Defendant ParrMirza's exhaustion-based motion for summary judgment; (2) the individual Wellpath Defendants Martino, Joseph, and Farris's January 30, 2025 emergency motion to extend bankruptcy stay to the non-debtor individuals; and, (3) Plaintiff's March 2025 and April 2025 motions to appoint counsel. This order concerns only the individual Wellpath Defendants' Jan. 30, 2025 emergency motion to extend bankruptcy stay to the non-debtor individuals. On Nov. 11, 2024, Wellpath Holdings, Inc. filed a Chapter 11 voluntary petition for bankruptcy, and an amended interim order enforcing the automatic stay was entered on Nov. 12, 2024. Based on these proceedings, Wellpath, L.L.C. filed a suggestion of bankruptcy in the instant matter. The Court finds that the bankruptcy court's interim orders have prohibited further progression of the instant case as to the four Wellpath Defendants, although not as to the MDOC Defendant in this case (i.e., Parr-Mirza). Further, the Court notes that there are potential settlements being considered in the bankruptcy court, one of which will be heard on April 30, 2025. If approved, there will be a time period for parties to opt-in or opt-out of the settlement, which could significantly narrow the scope of this litigation. For these reasons, the Court will issue a stay as to Defendant Wellpath and a temporary stay as to the three individual Wellpath Defendants, which the Court expects to last no more than a few months, to allow the Wellpath bankruptcy court matter time to conclude. Consistent with the foregoing discussion, the Court: (1) stays this case as to Defendant Wellpath; (2) grants the individual Wellpath Defendants Martino, Joseph, and Farris's emergency motion to extend bankruptcy stay to the non-debtor individuals; and, (3) temporarily stays this case as to the individual Wellpath Defendants pending further order of the Court. Counsel for the Wellpath Defendants is directed to file a memorandum by June 15, 2025 updating the Court as to the status of the bankruptcy proceedings and whether any part of the current case has been resolved by settlement. Depending on the contents of the memorandum the Court will either: (1) extend the stay; (2) set a status conference; or, (3) issue a scheduling order. Notwithstanding these rulings, the case will proceed as to MDOC Defendant Parr-Mirza, and her exhaustion-based motion for summary judgment, as well as Plaintiff's motions to appoint counsel, will be addressed under separate cover. A copy of the Court's decision is available at https://urlcurt.com/u?l=4O2mb3 About Wellpath Holdings Wellpath Holdings, Inc., formerly known as CCS-CMGC Holdings, Inc., is a provider of medical and mental healthcare in jails, prisons, and inpatient and residential treatment facilities. Wellpath Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-90533) on Nov. 11, 2024. Timothy Dragelin, chief restructuring officer and chief financial officer, signed the petitions. At the time of the filing, the Debtors reported $1 billion to $10 billion in assets and liabilities. Judge Alfredo R. Perez oversees the cases. The Debtors tapped Marcus A. Helt, Esq. at McDermott Will & Emery, LLP as bankruptcy counsel; FTI Consulting, Inc., as financial advisor; and Lazard Freres & Co., LLC and MTS Partners, LP as investment banker. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Wellpath Holdings, Inc. and its affiliates. Proskauer Rose LLP represents the Committee as its co-counsel. Huron Consulting Services LLC and Dundon Advisers LLC were selected as the Committee's financial advisor. WESCOR FARM: Rabo Wants Ampleo Named as Receiver ------------------------------------------------ In the case styled RABO AGRIFINANCE LLC, Plaintiff v. WESCOR FARM OPERATIONS, LLC f/k/a WESCOR FARMING, LLC; JOSEPH RANDALL ELLER; DD&R LAND HOLDINGS, LLC; D&R LAND HOLDINGS, LLC and ELK CREEK LAND HOLDINGS, LLC, Defendants, Case No. 5:25-cv-00065 (W.D.N.C.), the Plaintiff filed an emergency consensual motion for the appointment of a receiver pursuant to Rule 66 of the Federal Rules of Civil Procedure over certain real property owned by Defendants, pledged as collateral to secure payment of a debt owed to Plaintiff. The Plaintiff proposes that Ampleo Turnaround and Restructuring LLC, through its authorized representative, Glenn Karlberg, be named as receiver to take possession of, manage and operate the collateral and to collect all proceeds and rents and any other income therefrom, and to do all other acts in accordance with the terms of this Court's order appointing the receiver. The Plaintiff extended an operating line of credit to Defendants Wescor and Eller in the original amount of $10,000,000 and subsequently increased to $13,5000,000. The Plaintiff extended further credit to Defendant Wescor pursuant to an Inputs Agreement. The Plaintiff's Loans are secured by personal property of Defendants Wescor and Eller and real property owned by the Defendants. The Plaintiff commenced this action to obtain a money judgment for the balance owed under the Loans and for the appointment of a receiver to take control of Plaintiff's Collateral to preserve the value of the Collateral and liquidate in a manner under the supervision of this Court. Wescor Farm Operations, LLC, f/k/a Wescor Farming, LLC, operates and manages a row crop farming and cattle operation in northwestern North Carolina and southwestern Virginia. Attorneys for Plaintiff: James S. Livermon, III, Esq. Eudora F.S. Arthur, Esq. WOMBLE BOND DICKINSON (US) LLP 555 Fayetteville Street, Suite 1100 Raleigh, NC 27601 Telephone: (919) 755-2148 Facsimile: (919) 755-6048 E-mail: charlie.livermon@wbd-us.com dorie.arthur@wbd-us.com WESTERN METAL: Hires Trustee Realty Inc. as Real Estate Broker -------------------------------------------------------------- Western Metal Properties LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Trustee Realty Inc. as real estate broker. The firm will market and sell the Debtor's located at 2127 Brickell Avenue, Unit 505, Miami, Florida 33129. The firm will be paid a commission of 6 percent of the sales price. Jason A. Welt, an agent with Trustee Realty Inc., disclosed in the court filing that his firm does not hold or represent an interest adverse to the Debtor's estate and is a "disinterested person," as that term is defined in Bankruptcy Code Sec. 101(14). The firm can be reached through: Jason A. Welt Trustee Realty Inc. 2200 N Commerce Pkwy Suite# 200 Weston, FL 33326 Tel: (954) 803-0790 Email: jw@jweltpa.com About Western Metal Properties LLC Western Metal Properties LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 25-14448) on April 23, 2025. The Debtor hires PACK LAW as counsel. WESTERN ROBIDOUX: Approval of Creditors' Settlement Deal Affirmed ----------------------------------------------------------------- In the appealed case styled as TooBaRoo, LLC; InfoDeli, LLC; Breht C. Burri, Appellants, v. Western Robidoux, Inc.; CEVA Animal Health, LLC; Boehringer Ingelheim Animal Health USA Inc., Appellees, No. 23-3323 (8th Cir.), Judges Jane Kelly Raymond W. Gruender and Steven Grasz of the United States Court of Appeals for the Eighth Circuit upheld the decision of the United States District Court for the Western District of Missouri that affirmed the bankrutcy court's judgment overruling the objections of TooBaRoo, LLC and approving the settlement agreement betwen Western Robidoux, Inc. Boehringer Ingelheim Animal Health USA, Inc. and CEVA Animal Health, LLC. This bankruptcy adversary proceeding relates to state and federal litigation initially brought by TooBaRoo against WRI, BIVI, and CEVA. BIVI and CEVA, both animal health product companies, were longtime clients of WRI, a commercial printing and fulfillment company. As part of their business arrangements with WRI, BIVI and CEVA each entered into service contracts that included provisions whereby WRI agreed to indemnify and defend the companies against certain liabilities and claims. When TooBaRoo sued the three companies, BIVI and CEVA demanded WRI indemnify them in the federal litigation. WRI agreed to these demands and made payments to both. In 2019, in the midst of its litigation with TooBaRoo, WRI filed a voluntary petition in the United States Bankruptcy Court for the Western District of Missouri seeking Chapter 11 relief. In November 2020, BIVI and CEVA, two of WRI's largest creditors, filed administrative expense claims pursuant to 11 U.S.C. Sec. 503(b)(1)(A), (b)(3)(D), and (b)(4). BIVI's application requested $561,215.11 and CEVA's requested $398,863. In early 2021, WRI filed adversary claims against BIVI and CEVA alleging the indemnity payments were recoverable in bankruptcy. Several months later, WRI converted its Chapter 11 case to a Chapter 7 liquidation, and Jill Olsen was appointed trustee for the estate. Thereafter, the Trustee amended the adversary claims, alleging avoidance of fraudulent transfers under 11 U.S.C. Secs. 548 and 544, as well as the Missouri Uniform Fraudulent Transfer Act, R.S.Mo. Secs. 428.005, et seq. She also included claims for indemnity and money had and received. BIVI and CEVA in turn filed counterclaims for breach of contract, breach of the duty of good faith and fair dealing, and setoff. BIVI sought $1.5 million in damages, while CEVA sought $398,863.14 in damages. In 2022, after extensive discovery in the adversary proceedings, during which the parties retained financial experts, the Trustee, BIVI, and CEVA agreed to enter mediation with Judge Barry Schermer of the United States Bankruptcy Court for the Eastern District of Missouri. After a day of mediation, the Trustee reached a settlement with BIVI and CEVA, who both agreed to drop their counterclaims and administrative expense claims. According to the Trustee, the proposed settlement would extinguish more than $1.5 million in priority claims and nearly $900,000 in general unsecured claims, which benefited all other unsecured creditors. As a result, the Trustee determined that the settlement was the preferred option for the estate and all unsecured creditors. The Trustee submitted the settlement proposal to the bankruptcy court. The only creditor to object was TooBaRoo, who argued it was in the best interest of the estate and its creditors that the estate, BIVI, and CEVA litigate their claims rather than settle. After an evidentiary hearing, the bankruptcy court overruled TooBaRoo's objections and approved the settlement agreement. The bankruptcy court concluded that the settlement was well within the range of reasonableness and that the settlement was fair and equitable and in the best interest of the WRI bankruptcy estate and should be approved. TooBaRoo appealed the bankruptcy court's decision to the district court. The district court affirmed, and TooBaRoo now appeals. On appeal, TooBaRoo fails to identify any evidence that would contradict or undermine the strong showing that the estate was unlikely to succeed on its adversary claims. Rather, TooBaRoo hypothesizes that the estate could have raised different claims. The estate did bring other claims, which were either abandoned or amended to bolster the estate's case. The Eighth Circuit finds TooBaRoo has failed to show how the bankruptcy court abused its discretion for refusing to credit the likelihood of success for undeveloped or unspecified claims. TooBaRoo also contends that the bankruptcy court's opinion was fatally flawed due to incomplete evidence -- namely, that the Trustee disclosed only BIVI and CEVA's financial expert's report but not the Trustee's own, and that this limited the court's ability to adequately assess the merits of potential litigation. But TooBaRoo does not explain why the Trustee's report was necessary or provide legal authority to support the proposition that it had to be disclosed. The Eighth Circuit concludes the bankruptcy court did not abuse its discretion in finding that the likelihood of success at trial weighed in favor of settlement. On appeal, TooBaRoo argues that BIVI and CEVA are not creditors at all and thus should not have been factored into the court's analysis. But parties who hold Section 503 administrative expense claim -- BIVI and CEVA -- are creditors, and they must be paid before other general unsecured creditors. Contrary to TooBaRoo's assertion, the bankruptcy court also did not improperly treat any attorney as a creditor when assessing the proposed settlement, the Eighth Circuit further finds. In short, TooBaRoo's argument that the bankruptcy court erred as a matter of law in determining “who constitutes a creditor” for purposes of the proposed settlement is unavailing. A copy of the Court's decision is available at https://urlcurt.com/u?l=ZJT9Xp About Western Robidoux Western Robidoux, Inc. is a family-owned commercial printing and fulfillment company in St. Joseph, Mo., run by the Burri family for more than 40 years. Western Robidoux sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 19-50505) on Oct. 19, 2019. Connie S. Burri, president, signed the petition. At the time of the filing, the Debtor had between $1 million and $10 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. The Debtor tapped Merrick, Baker & Strauss, P.C. as bankruptcy counsel; German May, PC and Horn, Aylward, & Bandy, LLC as special counsel; and Liechti, Franken & Young as accountant. WINDTREE THERAPEUTICS: Director Craig Fraser Steps Down ------------------------------------------------------- Windtree Therapeutics, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Craig Fraser notified the Board of Directors of his resignation from the Board, effective immediately. Mr. Fraser was not a member of any Board committees. Mr. Fraser's resignation was not due to any disagreement with management or the Company's operations, policies or practices. About Windtree Therapeutics Headquartered in Warrington, Pennsylvania, Windtree Therapeutics, Inc. -- windtreetx.com -- is a biotechnology company focused on advancing early and late-stage innovative therapies for critical conditions and diseases. The Company's portfolio of product candidates includes: (a) istaroxime, a Phase 2 candidate that inhibits the sodium-potassium ATPase and also activates sarco endoplasmic reticulum Ca2+ -ATPase 2a, or SERCA2a, for acute heart failure and associated cardiogenic shock; preclinical SERCA2a activators for heart failure; rostafuroxin for the treatment of hypertension in patients with a specific genetic profile; and a preclinical atypical protein kinase C iota, or aPKCi, inhibitor (topical and oral formulations), being developed for potential application in rare and broad oncology indications. The Company also has a licensing business model with partnership out-licenses currently in place. Philadelphia, Pennsylvania-based EisnerAmper LLP, the company's auditor since 2022, issued a "going concern" qualification in its report dated Apr. 15, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has suffered recurring losses from operations and expects to incur losses for the foreseeable future, that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, Windtree Therapeutics, Inc. had $27.9 million in total assets, $14.7 million in total liabilities, $3.2 million in total mezzanine equity, and a total shareholders' equity of $10 million. WINSTON AND DUKE: Unsecureds Will Get 11.52% of Claims in Plan -------------------------------------------------------------- Winston and Duke Inc. submitted an Amended Chapter 11 Plan of Reorganization for Small Business dated April 7, 2025. The Plan will be implemented through the continued operations of the Debtor's business and through the sale of equipment and machinery. The Plan proposes to pay administrative and priority claims in full unless otherwise agreed. The Debtor estimates approximately 11.52% will be paid on account of general unsecured claims pursuant to the Plan. The percentage is subject to change based on the allowance of claims, litigation proceeds, or the proceeds from any sales that may occur. The Allowed Secured Claim of Arrow Bank National Association shall be classified as Class 2. Arrow Bank has a Secured Claim connected to a 2022 Ford F150. Arrow Bank filed Proof of Claim 14 asserting a claim in the amount of $48,265.50. Upon confirmation of the Plan or the entry of a Court order authorizing the surrender, whichever occurs first, the automatic stay shall terminate as to Arrow Bank and its Collateral for the limited purpose of effectuating the surrender of the collateral. At such time, the Debtor shall surrender the collateral back to Arrow Bank in full satisfaction of its Claim against the Debtor. Arrow Bank shall not be entitled to a deficiency claim against the Debtor. If Arrow Bank has not taken possession of its Collateral within thirty days of the appropriate order, the Debtor shall be entitled to incur and recover reasonable expenses from Arrow Bank for its continued storage of the Collateral. Creditor shall retain its liens on the Debtor's property to the same extent, and in the same position until the Collateral is surrendered. All liens held by Creditor will be retained until the collateral is surrendered. Upon the surrender, contemplated under this Plan, Creditor agrees to satisfy all mortgages, security agreements and other filings asserting a secured claim against the Debtor and any guarantor and release all liens within the time frames provided by applicable law. Class 7 consists of General Unsecured Claims. General Unsecured Claims shall consist of all other creditors who are not in the Subordinated Unsecured Claims Class with Allowed Claims not secured by property of the estate and that are not entitled to priority under Section 507(a) of the Bankruptcy Code. The creditors in this Class must have had a claim against the Debtor as of September 13, 2024. The total amount for this Class is approximately $520,797.56, plus any Allowed Unsecured Claim held by an undersecured creditor that is to be determined. The Creditors in this Class will be paid by regular monthly payments made by the Debtor and distributed on a Quarterly basis. Beginning on the Plan Effective Date, the Debtor will pay the Disbursing Agent a fixed monthly payment of $1,000.00. Distributions to this Class will be made on a quarterly basis. Each creditor will receive a pro rata distribution of all funds distributed to the Class. This Class will not be entitled to interest on their claims. The claims in this Class are not entitled to post-petition interest, attorney's fees, or costs. In addition to regular payments, this Class may receive payments through the proceeds of sale, if any, and through litigation proceeds. Class 7 is impaired. Class 8 consists of the General Unsecured Claims held by John R. Churchill Jr. that would be allowed subrogation claims. These Claims shall include, but are not limited to, any amounts paid by Churchill to MMG Investments IV, LLC under the guaranty. This Class shall not include any shareholder loans or other monetary claims held by Churchill. This Class will not receive payments from the Debtor during the Plan term. This Class is impaired. The Plan will be implemented through two primary means – (a) the continued business operations; and (b) the sale of assets. Due to the niche nature of the Debtor's business, the Debtor has a steady stream of customers who utilize its services. This leads to a fairly steady stream of income for the Debtor to utilize year over-year. The Debtor intends to utilize this income to comply with its regular operations and plan obligations. Moreover, the Debtor has various pieces of machinery and equipment, some of which are no longer critical for ongoing business operations. The Debtor intends to liquidate those non critical machinery and equipment to help generate income. Additional sales may be contemplated by the Debtor on an as-needed basis. A full-text copy of the Amended Plan dated April 7, 2025 is available at https://urlcurt.com/u?l=KOtwrN from PacerMonitor.com at no charge. The Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 938 Penn Avenue, 5th Fl., Suite 501 Pittsburgh, PA 15222 Tel: 412-232-0930 Fax: 412-232-3858 E-mail: dcalaiaro@c-vlaw.com About Winston and Duke Inc. Winston and Duke is a provider of manufacturing support, products, and services, specializing in close tolerance processes, complex geometry and super alloy production machining coupled with small to large run production capability. Winston and Duke Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-10535) on Sept. 13, 2024, listing up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by John R. Chruchill Jr. as president. Donald R. Calaiaro, Esq., at CALAIARO VALENCIK, is the Debtor's counsel. WORKHORSE GROUP: Investor Consents to $3-Mil. Lockbox Fund Release ------------------------------------------------------------------ As previously disclosed, on March 15, 2024, Workhorse Group Inc. entered into a securities purchase agreement with an institutional investor under which the Company agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor the following: (i) senior secured convertible notes for up to an aggregate principal amount of $139,000,000 that will be convertible into shares of the Company's common stock, par value of $0.001 per share and (ii) warrants to purchase shares of Common Stock in multiple tranches over a period beginning on March 15, 2024. Pursuant to the Securities Purchase Agreement, on February 12, 2025, the Company issued and sold to the Investor: (i) a Note in the original principal amount of $35,000,000 and (ii) a Warrant to purchase up to 55,045,655 shares of Common Stock. Pursuant to a letter agreement entered into between the Company and the Investor in connection with the Tenth Additional Note, such proceeds, after fees and expenses, were deposited into a lockbox account under the control of the collateral agent under the Securities Purchase Agreement. Funds may be released from the Lockbox Account from time to time: (i) in an amount corresponding to the principal amount converted, if the Investor converts any portion of the Tenth Additional Note; (ii) in the amount of $2,625,000 each calendar month, if the Company satisfies the conditions of a Market Release Event, including minimum common stock price and trading volume conditions; or (iii) otherwise, with the consent of the Investor. On April 17, 2025, the Investor notified the Company that it consented to the release of $3,000,000 from the Lockbox Account, subject to the satisfaction of certain conditions in the Lockbox Letter. The Company plans to disclose any future release of funds from the Lockbox Account in its periodic reports. About Workhorse Group Workhorse Group Inc. -- http://www.workhorse.com-- is an American technology company with a vision to pioneer the transition to zero-emission commercial vehicles. The Company designs, develops, manufactures and sells fully electric ground and air-based electric vehicles. New York, N.Y.-based Berkowitz Pollack Brant Advisors + CPAs, the Company's auditor since 2024, issued a "going concern" qualification in its report dated March 31, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company has incurred a net loss of $101.8 million and used $47.6 million of cash in operating activities during the year ended December 31, 2024, and as of December 31, 2024 the Company had total working capital of $8.2 million, including $4.1 million of cash and cash equivalents, and an accumulated deficit of $853.4 million. These conditions, along with the other matters, raise substantial doubt about the Company's ability to continue as a going concern. WW INTERNATIONAL: May 15 Deadline for Panel Questionnaires ---------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of WW International Inc. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/4nb5embu and return by email it to Benjamin A. Hackman, Esq. -- Benjamin.A.Hackman@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than Thursday, May 15, 2025 at 4:00 p.m. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About WW International WW International Inc. (NASDAQ: WW) is a global provider of science-based weight management programs, offering behavior change solutions, clinical support services, and business-to-business initiatives. Headquartered in New York City, the Company operates in 11 countries and supports 3.4 million subscribers, delivering over 20,000 coach-led workshops monthly. Founded in 1963, WW has evolved its offerings to include digital tools, clinical care, and a proprietary Points Program, making it one of the most recognized and studied brands in commercial weight loss. On May 6, 2025, WW International announced that it has entered into an agreement with the requisite supermajority of its lenders and noteholders to implement a financial reorganization transaction that will eliminate $1.15 billion in debt from its balance sheet. WeightWatchers and its affiliates voluntarily initiated "pre-packaged" chapter 11 cases (Bankr. D. Del. Lead Case No. 25-10829) on May 6, 2025. The Debtors tapped Simpson Thacher & Bartlett LLP as lead bankruptcy counsel, and Young Conaway Stargatt & Taylor, LLP as Delaware co-counsel. PJT Partners LP and Matthews South LLC serve as investment bankers to the Debtors; and Alvarez & Marsal serves as restructuring advisor; C Street Advisory Group serves as strategic communications advisor, and ICR serves as investor relations advisor Company. Kroll Restructuring Administration LLC serves as claims and noticing agent to the Debtors. Gibson, Dunn & Crutcher LLP is serving as legal advisor and Houlihan Lokey is serving as investment banker to an ad hoc group of lenders and noteholders that entered into the agreement. WW INTERNATIONAL: Moody's Cuts CFR to Ca, Outlook Stable -------------------------------------------------------- Moody's Ratings downgraded WW International, Inc.'s (WW) corporate family rating to Ca from Caa3, probability of default rating to D-PD from Caa2-PD and its senior secured first lien debt ratings (the $175 million revolving credit facility expiring 2026, $945 million term loan B maturing 2028 and $500 million notes due 2029) to Ca from Caa3. The Speculative Grade Liquidity rating remains SGL-4. The outlook is stable. These actions follow WW's May 6, 2025 filing for Chapter 11 bankruptcy protection in Delaware. Governance considerations are material to the rating action because of WW's high financial leverage and significantly limited debt capital sources due to weak debt trading prices, which led to an untenable capital structure and the bankruptcy filing. RATINGS RATIONALE The Chapter 11 bankruptcy filing has resulted in a downgrade of WW's PDR to D-PD, reflecting the company's default on its debt agreements. The filing follows a period in which WW faced operational pressures that led to an untenable capital structure. The Ca ratings on WW's debt instruments reflect Moody's views on potential recoveries. The stable outlook reflects Moody's views that the ratings are properly positioned based on expected recoveries. Shortly following this rating action, Moody's will withdraw all ratings of WW. New York City-based WW is a provider of weight management services. X4 PHARMACEUTICALS: Reverse Stock Split OK'd at Special Meeting --------------------------------------------------------------- X4 Pharmaceuticals, Inc. held a special meeting of stockholders for the purposes of considering and voting upon the proposals below. As of the record date of March 13, 2025, there were a total of 173,662,376 shares of the Company's common stock, par value $0.001 per share, issued and outstanding and entitled to vote at the Special Meeting. There were 137,240,628 shares of Common Stock present at the Special Meeting in person or represented by proxy, or approximately 79% of the shares issued and outstanding and entitled to vote at the Special Meeting, representing a quorum. Proposal 1: The approval of an amendment to the Company's Restated Certificate of Incorporation, as amended to combine outstanding shares of the Company's Common Stock into a lesser number of outstanding shares, by a ratio of not less than one-for-fifteen and not more than one-for-thirty, with the exact ratio to be set within this range by the Company's board of directors in its sole discretion. FOR: 113,027,737 ABSTAIN: 224,281 AGAINST: 23,988,610 BROKER NON-VOTES: 0 Proposal 2 was not presented to the stockholders because the foregoing resolution was approved. About X4 Pharmaceuticals Boston, Mass.-based X4 Pharmaceuticals, Inc. is a biopharmaceutical company focused on discovering, developing, and commercializing novel therapeutics for the treatment of rare diseases and those with limited treatment options, particularly conditions resulting from immune system dysfunction. Boston, Mass.-based PricewaterhouseCoopers LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Mar. 25, 2025, attached to the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2024, citing that the Company has incurred operating losses and negative cash flows from operations since inception that raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2024, the Company had $146.4 million in total assets, $124.3 million in total liabilities, and a total stockholders' equity of $22.1 million. XYLO HQ: Areya Holder Aurzada Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 6 appointed Areya Holder Aurzada, Esq., at Holder Law as Subchapter V trustee for Xylo HQ, LLC, Gamma Series. Ms. Aurzada will be paid an hourly fee of $575 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Aurzada declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Areya Holder Aurzada, Esq. Holder Law 901 Main Street, Ste. 5320 Dallas, TX 75202 Office: 972-438-8800 Mobile: 817-907-4140 About Xylo HQ LLC Xylo HQ, LLC, Gamma Series sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 25-31221) on April 1, 2025. At the time of the filing, Xylo HQ reported $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. The Debtor is represented by Ryan Daniel, Esq., at Ryan Daniel Law, PLLC. ********* 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. 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