/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240122.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 22, 2024, Vol. 28, No. 21 Headlines 21ST CENTURY: Hires Christopher P. Burke as Legal Counsel 4452 BROADWAY: Hires Leech Tishman Robinson as Counsel 50 CROSBY PINES: Hughes Watters Represents Creditors 500 SUMMIT AVENUE: Hires Leech Tishman Robinson as Counsel 5E ADVANCED: Latham Advises New Investors on Restructuring AB INTERNATIONAL: Posts $43,600 Net Income in Quarter Ended Nov. 30 AC PRODUCTS: AB High Income Marks $5.1MM Loan at 21% Off ALLIED CORP: Incurs $837K Net Loss in Quarter Ended November 30 ALTICE USA: S&P Rates New $1.25BB Guaranteed Notes 'B' AMERICAN TIRE: AB High Income Marks $5.04MM Loan at 15% Off APEX TOOL: AB High Income Marks $187,000 Loan at 15% Off APOSTOLIC CHURCH: Case Summary & Three Unsecured Creditors ARTIFICIAL INTELLIGENCE: Posts $4 Million Net Loss in Third Quarter ASCEND LEARNING: AB High Income Marks $2.9MM Loan at 16% Off ASCEND LEARNING: BlackRock MSIT Marks $157,000 Loan at 16% Off AUDACY INC: Cohen Weiss Represents SAG-AFTRA AURA SYSTEMS: Incurs $910K Net Loss in Third Quarter BENDED PAGE: Unsecured Claims Under $7,500 to Recover 20% in Plan C.W. KELLER: Hires Paul E. Saperstein Co. Inc. as Auctioneer CANO HEALTH: Eaton Vance EFR Marks $2.45MM Loan at 41% Off CAROLINA PEDIATRIC: Voluntary Chapter 11 Case Summary CELULARITY INC: Closes $6M Securities Purchase Deal With Dragasac CENTURY AIR: Unsecureds Will Get 52.91% of Claims over 5 Years CHESAPEAKE ENERGY: Fitch Puts 'BB+' LongTerm IDR on Watch Positive CHRISTONE DISTRIBUTION: Amends Marcus & Mulligan Secured Claims Pay COMMSCOPE HOLDING: Closes Sale of Home Networks Business to Vantiva COVANTA HOLDING: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable CREEKWOOD LEGACY: Case Summary & Two Unsecured Creditors CYTODYN INC: Posts $9.6 Million Net Loss in Second Quarter CYXTERA: Davis Polk Advised Administrative Agent in Chapter 11 DAYBREAK OIL: Delays Form 10-Q for Period Ended Nov. 30 DCQW LLC: Hires David J. Winterton & Assoc as Counsel DCQW LLC: Hires Monticello Realty as Real Estate Broker DIGIPATH INC: Posts $247K Net Income in Fiscal Year Ended Sept. 30 DISCOVERY GUARANTOR: S&P Stays 'B-' ICR on New M&G Assessment DIXON HOLDINGS: Hires Shumaker Loop & Kendrick as Counsel DOS EX CATTLE: Seeks to Hire Tarbox Law P.C. as Counsel ECONOMY TREE: Hires Stichter Riedel as Legal Counsel EMPIRE COMMUNITIES: S&P Upgrades ICR to 'B', Outlook Stable ENDO INT'L: Files Amended Plan; Confirmation Hearing March 19 ENDO INTERNATIONAL: Hires Perkins Coie LLP as Special Counsel ENERGY TRANSFER: Fitch Assigns BB Rating on Jr. Subordinated Notes FANJOY CO: Amends Plan to Reflect Termination of the Soo Agreement FINTHRIVE SOFTWARE: AB High Income Marks $2.8MM Loan at 41% Off FL RHW ERIE: Voluntary Chapter 11 Case Summary FLINT GROUP: Eaton Vance EFR Marks $168,000 Loan at 27% Discount FLINT GROUP: Eaton Vance EFR Marks $224,000 Loan at 82% Discount FRANCISCAN FRIARS: Hires Binder Malter Harris as Counsel FRANCISCAN FRIARS: U.S. Trustee Appoints Creditors' Committee GEE HOLDINGS: Eaton Vance EFR Marks $898,000 Loan at 40% Off GREEN HYGIENICS: Fine-Tunes Plan Documents HERENS US: BlackRock MSIT Marks $178,000 Loan at 16% Off HERITAGE COMMUNITY OF KALAMAZOO: Fitch Affirms 'BB' IDR HUMANIGEN INC: Hires Epiq Corporate as Claims and Noticing Agent I & J LIQUOR: Future Earnings to Fund Plan Payments INCLAN PAINTING: Voluntary Chapter 11 Case Summary INVERSIONES LATIN AMERICA: Greenberg Traurig Advised in Prepack JAM PIZZA: Unsecured Creditors to Get 5 Cents on Dollar in Plan JAMES AND JAN: Unsecureds Owed $820K Will Get 1% over 5 Years JUBILEE INVESTMENTS: Hires Bankruptcy Legal Center as Counsel JW499 RANCHES: Hires Forshey & Prostok LLP as Counsel KIDDE-FENWAL INC: Committee Hires Hilco as IP Valuation Advisor KINGDOM EXPRESS: Case Summary & 14 Unsecured Creditors KNS HOLDCO: S&P Lowers ICR to 'SD' on Conversion of Term Loans LD CONSTRUCTION: Hires Northwest Financial as Consultant LVL TECHNOLOGIES: Unsecureds to Get 10 Cents on Dollar in Plan M & T REAL ESTATE: Unsecureds Will Get 50% of Claims over 60 Months M AND J HOME: Unsecured Creditors to Get 100 Cents on Dollar MAVERICK HOLDCO: S&P Affirms 'B-' ICR on Operational Improvement MEDASSETS SOFTWARE: Eaton Vance EFR Marks $600,000 Loan at 39% Off MEDASSETS SOFTWARE: Eaton Vance EFR Marks $936,000 Loan at 21% Off METAVINE INC: Hires DTO Law as Special SEC Counsel METAVINE INC: Taps Levene Neale Bender as Bankruptcy Counsel MI WINDOWS: S&P Places 'B+' ICR on Watch Pos. on PGT Acquisition MULLEN AUTOMOTIVE: Widens Net Loss to $1-Bil. in Fiscal Year 2023 NEO ACCOUNTING: Files Amendment to Disclosure Statement NUZEE INC: Posts $8.75 Million Net Loss in FY Ended Sept. 30 OAK-BARK CORP: Taps G. Grady Richardson as Special Counsel OCEAN HARBOR: A.M. Best Affirms FS B(Fair) Rating OCEAN POWER: Announces Progress on Shift to Commercialization OLYMPUS WATER: S&P Rates $796MM Senior Secured Term Loan 'B-' OPTIMUS BUILDING: Hires Waldrep Wall Babcock as Counsel PECF USS: BlackRock MSIT Marks $262,000 Loan at 25% Off PERSONALIZED HEALTH: Unsecured Creditors to Split $10K in Plan PONCE BAKERY: Amends Banco Popular's Secured Claim Pay PRETIUM HOLDINGS: Eaton Vance EFR Marks $300,000 Loan at 56% Off PRETIUM PACKAGING: Eaton Vance EFR Marks $483,000 Loan at 24% Off PROJECT RUBY: S&P Rates New $405MM First-Lien Term Loan 'B' RADIATE HOLDCO: BlackRock MSIT Marks $231,000 Loan at 18% Off RADIOLOGY PARTNERS: Eaton Vance EFR Marks $1.01MM Loan at 25% Off RELIABLE HEALTHCARE: Case Summary & 20 Top Unsecured Creditors RENO REDEVELOPMENT: S&P Raises 2007B Bonds Rating to 'BB+' REVELATION OIL: Seeks to Hire Tarbox Law P.C. as Counsel ROBERTSHAW US: Eaton Vance EFR Marks $922,000 Loan at 16% Off SABRE GLOBAL: BlackRock MSIT Marks $110,000 Loan at 15% Off SAINT ELIZABETH UNIVERSITY: S&P Affirms 'BB' Rating on 2016 Bonds SANOTECH 360: SSG Served as Investment Banker in Asset Sale SAVMOBI TECHNOLOGY: Posts $1.1 Million Net Loss in Second Quarter SHORTEN INC: Hires Jim Gaudiosi Attorney at Law as Counsel SIENTRA INC: Extends Deerfield Waiver Agreement to Jan. 28 SILICON VALLEY BANK: Chapter 15 Case Summary SOUND INPATIENT: Eaton Vance EFR Marks $426,000 Loan at 67% Off SOUTHWESTERN ENERGY: Fitch Puts BB+ LongTerm IDR on Watch Positive SPACE SHADOW: Hires Colliers Nevada as Real Estate Broker SPIRIT AIRLINES: S&P Downgrades ICR to 'CCC+', Outlook Negative STRINGER FARMS: Hires Tarbox Law P.C. as Legal Counsel SUNSET DEBT: BlackRock MSIT Marks $529,000 Loan at 19% Off TOPPOS LLC: Bankruptcy Administrator Unable to Appoint Committee TRUGREEN LP: BlackRock MSIT Marks $201,000 Loan at 31% Off TUFFSTUFF FITNESS: Hires Riveron RTS LLC as Financial Advisor TUPPERWARE BRANDS: Taps Samantha Lomow as Chief Commercial Officer UNITED SECURITY: A.M. Best Hikes Fin. Strength Rating to B(Fair) UPHEALTH HOLDINGS: Committee Hires Dundon as Financial Advisor UPHEALTH HOLDINGS: Committee Hires Faegre as Co-Counsel UPHEALTH HOLDINGS: Committee Hires Goodwin Procter as Counsel VECTOR UTILITIES: Unsecureds to Get $1K per Month for 60 Months VENEZUELA: PDV Shares Up for Sale; January 22 Bid Deadline Set VERITAS US: AB High Income Marks $3.5MM Loan at 16% Off WC 6TH AND RIO: Hires Hayward PLLC as Bankruptcy Counsel WILLAMETTE VALLEY: Case Summary & 20 Largest Unsecured Creditors YH&R CONSTRUCTION: Hires Robert Williams CPA as Accountant YI GROUP: S&P Withdraws 'CCC' Long-Term Issuer Credit Rating ZEUUS INC: Incurs $790K Net Loss in Fiscal Year Ended Sept. 30 [*] DSI Announces New Employee Ownership Structure [*] Julian Gurule Joins O'Melveny's Restructuring Practice [*] Kramer Levin Names Distressed Investing Practice Co-Heads [*] Moody's Takes Action on $329MM of US RMBS Issued 2004-2007 ********* 21ST CENTURY: Hires Christopher P. Burke as Legal Counsel --------------------------------------------------------- FCT-MM, LLC, one of the affiliates in the bankruptcy case of 21st Century Communities, Inc. and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ The Law Office of Christopher P. Burke to serve as legal counsel in its Chapter 11 case. The firm's services include: (1) advising the Debtor concerning the rights and remedies of the estate with regards to its assets and the claims of creditors; (2) representing the Debtor in financial and business matters, including the sale of its assets; (3) representing the Debtor in the investigation of potential causes of action against persons or entities, including, but not limited to, avoidance actions, and the litigation thereof if warranted; (4) representing the Debtor in any proceeding or hearing in the bankruptcy court or in any other courts where the rights of the estate may be litigated or affected; (5) conducting examinations of witnesses, claimants or adverse parties, and preparing reports, accounts, applications and orders; (6) representing the Debtor in the negotiation, formulation and drafting of any plan of reorganization and disclosure statement; (7) assisting the Debtor in the performance of its duties and exercise of its powers under the Bankruptcy Code, Bankruptcy Rules, Local Rules, and the U.S. Trustee Guidelines; and (8) providing other necessary services in connection with the Debtor's case. The firm will be paid as follows: Attorneys $595 per hour Paraprofessionals $125 per hour The firm received a retainer in the amount of $20,000. Christopher P. Burke, Esq., a partner at The Law Office of Christopher P. Burke, 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: Christopher P. Burke, Esq. THE LAW OFFICE OF CHRISTOPHER P. BURKE 218 S. Maryland Parkway Las Vegas, NV 89101 Tel: (702) 385-7987 Fax: (702) 385-7986 Email: atty@cburke.lvcoxmail.com About 21st Century Communities 21st Century Communities, Inc. is a Las Vegas-based company engaged in activities related to real estate. 21st Century Communities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-12047) on Aug. 23, 2022. In November 2022, an order dismissing the case was entered, and in February 2023, the case was formally closed. On May 19, 2023, 21st Century Communities and affiliates, FCT-MM, LLC and FCT-SM, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 23-12047). At the time of the filing, 21st Century Communities reported total assets of $3,608,738 and total liabilities of $1,448,631. Brian Shapiro, Esq., at the Law Office of Brian D. Shapiro, has been appointed as Subchapter V trustee. Judge Natalie M. Cox oversees the cases. The Debtors are represented by Matthew L. Johnson, Esq., at Johnson & Gubler, P.C. 4452 BROADWAY: Hires Leech Tishman Robinson as Counsel ------------------------------------------------------ 4452 Broadway Mazal LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Leech Tishman Robinson Brog, PLLC as its legal counsel. The firm's services include: a. providing the Debtor with legal advice with respect to its powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; b. negotiating, drafting, and pursuing all documentation necessary in this Chapter 11 case, including, without limitation, any debtor-in-possession financing arrangements and the disposition of the Debtor's assets, by sale or otherwise; c. preparing legal papers; d. negotiating with creditors of the Debtor, preparing a plan of reorganization and taking the necessary legal steps to consummate a Chapter 11 plan, including, if necessary, negotiations with respect to financing a plan; e. appearing in court; f. attending meetings and negotiating with representatives of creditors, the United States Trustee, and other parties involved in the bankruptcy case; g. providing legal advice to the Debtor regarding bankruptcy law, corporate law, corporate governance, tax, litigation, and other issues attendant to the Debtor's business operations; h. taking all necessary actions to protect and preserve the Debtor's estate including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; and i. providing other legal services. The firm will be paid at these rates: Shareholders $500 to $825 per hour Counsel $495 to $600 per hour Associates $325 to $475 per hour Legal Assistants/Paralegals $120 to $275 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Fred Ringel, Esq., a partner at Leech Tishman Robinson Brog, disclosed in court filings that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Fred B. Ringel, Esq. LEECH TISHMAN ROBINSON BROG, PLLC 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 Email: fringel@leechtishman.com About 4452 Broadway Mazal LLC 4452 Broadway Mazal LLC in New York, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11832) on November 16, 2023, listing as much as $10 million to $50 million in both assets and liabilities. Nir Amsel as authorized signatory, signed the petition. Judge Lisa G. Beckerman oversees the case. LEECH TISHMAN ROBINSON BROG, PLLC serve as the Debtor's legal counsel. 50 CROSBY PINES: Hughes Watters Represents Creditors ---------------------------------------------------- The law firm Hughes Watters & Askanase, LLP ("HWA") filed a verified statement to disclose pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure that it is representing creditors of 50 Crosby Pines, Ltd., and its Debtor Affiliates. The Creditors' name, address and amount of disclosable economic interests held in relation to the Debtors are: Debtor Name/Asset Creditor Name & Address ----------------- ----------------------- 50 Crosby Pines, Ltd. Menyu Wong Sch A, DK#9, p.6 2507 Plantation Lane 50.704 acres Sugar Land, TX 77478 Secured: et. Claim $1,939,816.12 133 Lone Wolf, Ltd. Ahoka Reddy, Gautham Reddy, Gita Reddy 117.37 acres & 340 North San Houston Parkway East 4.980 acres Suite 140 Sch A, DK# 1, p. 10 Houston, TX 77060 Secured: est. claim: $3,702,308.00 171 Lone Stag, Ltd. NLCG Private Lending Fund, LLC 21.4004 acres/168.2 acres 2200 Market Street, Suite 412 Sch A, DK# 11, p. 6 Galveston, TX 77550 Secured: est. claim: $622,647.00 48 Highland Shores, Ltd. NLCG Private Lending, Fund, LLC 42 acres 2200 Market Street, Suite 412 Sch A, DK# 11, p. 6 Galveston, TX 77550 Secured: est. claim: $1,539,412.00 The law firm can be reached at: Dominique Varner, Esq. Michael Weems, Esq. Heather McIntyre, Esq. HUGHES, WATTERS & ASKANASE, L.L.P. 1201 Louisiana, 28th Floor Houston, Texas 77002 Telephone: (713) 590-4200 Fax: (713) 590-4230 About 50 Crosby Pines 50 Crosby Pines, Ltd., is a limited partnership organized under the laws of the State of Texas in October 2021. It is managed by its General Partner, 50 Crosby Pines GP, Inc., whose President is Joe Fogarty. This Debtor was organized for the purpose of developing approximately 50.70 acres of land on the east side of F.M. 2100 in Crosby, Texas, between Reidland Road and Foley Road. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32924) on July 31, 2023, listing $1 million to $10 million in both assets and liabilities. Judge Eduardo V Rodriguez oversees the case. Leonard H. Simon, Esq., at Pendergraft & Simon, LLP, is the Debtor's counsel. 500 SUMMIT AVENUE: Hires Leech Tishman Robinson as Counsel ---------------------------------------------------------- 500 Summit Avenue Mazal LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Leech Tishman Robinson Brog PLLC as counsel. The firm's services include: a. providing the Debtor with legal advice with respect to its powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; b. negotiating, drafting, and pursuing all documentation necessary in this Chapter 11 case, including, without limitation, any debtor-in-possession financing arrangements and the disposition of the Debtor's assets, by sale or otherwise; c. preparing legal papers; d. negotiating with creditors of the Debtor, preparing a plan of reorganization and taking the necessary legal steps to consummate a Chapter 11 plan, including, if necessary, negotiations with respect to financing a plan; e. appearing in court; f. attending meetings and negotiating with representatives of creditors, the United States Trustee, and other parties involved in the bankruptcy case; g. providing legal advice to the Debtor regarding bankruptcy law, corporate law, corporate governance, tax, litigation, and other issues attendant to the Debtor's business operations; h. taking all necessary actions to protect and preserve the Debtor's estate including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estate; and i. performing other legal services. The firm will be paid at these rates: Shareholders $500 to $825 per hour Counsel $495 to $600 per hour Associates $325 to $475 per hour Legal Assistants/Paralegals $120 to $275 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Fred Ringel, Esq., a partner at Leech Tishman Robinson Brog, disclosed in court filings that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Fred B. Ringel, Esq. LEECH TISHMAN ROBINSON BROG, PLLC 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 Email: fringel@leechtishman.com About 500 Summit Avenue Mazal LLC The Debtor is engaged in activities related to real estate. 500 Summit Avenue Mazal LLC in New York, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11831) on November 16, 2023, listing as much as $10 million to $50 million in both assets and liabilities. Nir Amsel as authorized signatory, signed the petition. Judge Lisa G. Beckerman oversees the case. LEECH TISHMAN ROBINSON BROG, PLLC serve as the Debtor's legal counsel. 5E ADVANCED: Latham Advises New Investors on Restructuring ---------------------------------------------------------- Latham & Watkins has advised the new strategic investors (New Investors) on the Restructuring Support Agreement (RSA) of 5E Advanced Materials, a boron and lithium company with U.S. government Critical Infrastructure designation for its 5E Boron Americas Complex. The New Investors will commit up to US$25 million under the transaction and acquire 50% of the outstanding principal amount of the convertible notes from the Lender. The transaction will further secure 5E Advanced Materials' pathway to operations and the extraction of boric acid and lithium at its 5E Boron Americas complex. The Latham team was led by New York finance partners Adam Goldberg and George Klidonas and Singapore corporate partner Marcus Lee, with New York corporate partners Robert Katz and Drew Capurro, and Singapore counsel Jeremy Wang. About 5E Advanced Materials 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) is focused on becoming a vertically integrated global leader and supplier of boron specialty and advanced materials, complemented by lithium co-product production. The Company's mission is to become a supplier of these critical materials to industries addressing global decarbonization, food and domestic security. Boron and lithium products will target applications in the fields of electric transportation, clean energy infrastructure, such as solar and wind power, fertilizers, and domestic security. The business strategy and objectives are to develop capabilities ranging from upstream extraction and product sales of boric acid, lithium carbonate and potentially other co-products, to downstream boron advanced material processing and development. The business is based on its large domestic boron and lithium resource, which is located in Southern California and designated as Critical Infrastructure by the Department of Homeland Security's Cybersecurity and Infrastructure Security Agency. AB INTERNATIONAL: Posts $43,600 Net Income in Quarter Ended Nov. 30 ------------------------------------------------------------------- AB International Group Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $43,600 on $801,747 of total revenue for the three months ended Nov. 30, 2023, compared to a net loss of $1.20 million on $236,812 of total revenue for the three months ended Nov. 30, 2022. As of Nov. 30, 2023, the Company had $2.66 million in total assets, $1.66 million in total liabilities, and $993,467 in total stockholders' equity. AB International stated, "The future operations of the Company depend on its ability to realize forecasted revenues, achieve profitable operations, and depend on whether or not the Company could obtain the continued financial support from its stockholders or external financing. Management believes the existing stockholders will continue to provide the additional cash to meet the Company's obligations as they become due. The Company also intends to fund operations through cash flow generated from the operations, including the expected ticket sales from Mt. Kisco movie theatre, equity financing, debt borrowings, and additional equity financing from outside investors, to ensure sufficient working capital. However, no assurance can be given that additional financing, if required, would be available on favorable terms or at all. If we are not able to secure additional funding, the implementation of our business plan will be impaired. These factors, among others, raise the substantial doubt regarding the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1605331/000166357724000009/abqq10q_113023.htm About AB International Headquartered in Mt. Kisco, NY, AB International Group Corp. is an intellectual property (IP) and movie investment and licensing firm, focused on acquisitions and development of various intellectual property, including the acquisition and distribution of movies. Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Nov. 29, 2023, citing that the Company had an accumulated deficit of approximately $12.4 million and a working capital deficit of approximately $1.0 million. For the year ended August 31, 2023, the Company incurred a net loss of approximately $3.6 million and the net cash used in operating activities was approximately $0.6 million. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. AC PRODUCTS: AB High Income Marks $5.1MM Loan at 21% Off -------------------------------------------------------- AB High Income Fund, Inc has marked its $5,193,000 loan extended to ACProducts Holdings, Inc to market at $4,111,304 or 79% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in AB High Income's Form N-CSR for the Fiscal year ended October 31, 2023, filed with the Securities and Exchange Commission. AB High Income is a participant in a Bank Loan to ACProducts Holdings, Inc. The loan accrues interest at a rate of 9.902% (SOFR 3 Month + 4.25%) per annum. The loan matures on May 15, 2028. AB High Income Fund, Inc is organized as a Maryland corporation and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. ACProducts, Inc., headquartered in The Colony, Texas, is a national manufacturer and distributor of kitchen and bathroom cabinetry. American Industrial Partners, through its affiliates, is the primary owner of ACProducts, having acquired it in 2012. ALLIED CORP: Incurs $837K Net Loss in Quarter Ended November 30 --------------------------------------------------------------- Allied Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $836,673 on $19,039 of sales for the three months ended Nov. 30, 2023, compared to a net loss of $1.31 million on $69,625 of sales for the three months ended Nov. 30, 2022. As of Nov. 30, 2023, the Company had $2.01 million in total assets, $9.26 million in total liabilities, and a total stockholders' deficit of $7.25 million. Allied Corp said, "The Company incurred a net loss for the three months ended November 30, 2023 of $836,673, has generated minimal revenue and as at November 30, 2023 has a working capital deficit of $8,699,414. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the Company's ability to raise sufficient financing to acquire or develop a profitable business. Management intends on financing its operations and future development activities largely from the sale of equity securities with some additional funding from other traditional financing sources, including related party loans until such time that funds provided by future planned operations are sufficient to fund working capital requirements." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1575295/000147793224000188/alid_10q.htm About Allied Corp Headquartered in Kelowna, BC Canada, Allied Corp. is an international cannabis company with its main production center in Colombia and is one of the few companies that has exported from Colombia internationally and was the first company to export commercial cannabis flower from Colombia. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Dec. 14, 2023, citing that the Company has suffered net losses from operations, has a net capital deficiency, and has minimal revenue which raises substantial doubt about its ability to continue as a going concern. ALTICE USA: S&P Rates New $1.25BB Guaranteed Notes 'B' ------------------------------------------------------ S&P Global Ratings assigned a 'B' issue-level rating to Altice USA Inc.'s proposed $1.25 billion guaranteed notes due 2029 issued at CSC Holdings LLC. The recovery rating is '3', indicating expectations of meaningful (50%-70%; rounded estimate: 65%) recovery. The company plans to use proceeds to partially refinance the $1.5 billion term loan due 2025. As previously disclosed, the company will repay the $750 million 5.25% notes due 2024 with revolving credit facility draw proceeds. S&P said, "Our 'B' issuer credit rating is unaffected by this leverage-neutral transaction. It reduces near-term refinancing needs, alleviating downside rating pressure from this risk over the next year because the company will have ample liquidity to comfortably meet its operational and financing requirements through 2025. However, the negative rating outlook incorporates limited cushion for further deterioration in earnings because debt to EBITDA of 6.7x is close to our 7x downside trigger. Under our base case, we expect slight EBITDA growth over the next two years to keep leverage in the mid-6x area. We expect that the company will continue to invest in expanding its fiber footprint, resulting in slightly positive free operating cash flow (FOCF) through 2025. However, we project Altice will generate more significant FOCF of about $500 million-$750 million in 2026 when fiber-related capital spending eases. "We will continue to closely monitor broadband revenue trends, which we project will be relatively flat in 2024. We believe there have been early signs of stabilization in operational performance evidenced by fewer inbound calls, truck rolls, and an increase in customer satisfaction with respect to support activity. However, we recognize risks associated with operating in an increasingly competitive and mature marketplace. In our view, growing broadband average revenue per user (ARPU) will be key to driving EBITDA growth longer term. We believe growing ARPU will be especially challenging for Altice USA because this metric is already above average making it more difficult to raise prices without losing subscirbers. Management is focused on addressing this issue with new rate cards to close the gap between promotional rates and rack-rates, but it is a challenging path to navigate with such high financial leverage, underpinning our negative outlook." AMERICAN TIRE: AB High Income Marks $5.04MM Loan at 15% Off ----------------------------------------------------------- AB High Income Fund, Inc has marked its $5,043,000 loan extended to American Tire Distributors, Inc to market at $4,273,778 or 85% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in AB High Income's Form N-CSR for the Fiscal year ended October 31, 2023, filed with the Securities and Exchange Commission. AB High Income is a participant in a Bank Loan to American Tire Distributors, Inc. The loan accrues interest at a rate of 11.905% (SOFR 3 Month + 6.25%) per annum. The loan matures on November 20, 2028. AB High Income Fund, Inc is organized as a Maryland corporation and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. American Tire Distributors, Inc. distributes motor vehicle parts. The Company offers custom wheels, tires, and other related products. American Tire Distributor serves customers in the United States. APEX TOOL: AB High Income Marks $187,000 Loan at 15% Off -------------------------------------------------------- AB High Income Fund, Inc has marked its $187,000 loan extended to Apex Tool Group, LLC to market at $158,874 or 85% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in AB High Income's Form N-CSR for the Fiscal year ended October 31, 2023, filed with the Securities and Exchange Commission. AB High Income is a participant in a Bank Loan to Apex Tool Group, LLC. The loan accrues interest at a rate of 10.689% (SOFR 1 Month + 5.25%) per annum. The loan matures on February 9, 2029. AB High Income Fund, Inc is organized as a Maryland corporation and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. Apex Tool Group, LLC manufactures tools. The Company offers mechanics, trade, specialty tools, chains, truck boxes, jobsite storage products, and drill chucks, as well as soldering, cutting, motion control and air ventilation bits, torque measurement, metal cutting, and drilling solutions. ATG serves industrial, automobiles, aerospace, construction, and electronic markets. APOSTOLIC CHURCH: Case Summary & Three Unsecured Creditors ---------------------------------------------------------- Debtor: The Apostolic Church of Jesus Orlando West, The Apostolic International Ministries, Inc. 6101 Denson Drive Orlando, FL 32808 Business Description: The Debtor is a tax-exempt religious organization operated for worship, religious training or study, government or administration of an organized religion, or for promotion of religious activities. Chapter 11 Petition Date: January 19, 2024 Court: United States Bankruptcy Court Middle District of Florida Case No.: 24-00281 Judge: Hon. Lori V. Vaughan Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Email: jeff@bransonlaw.com Total Assets: $3,183,398 Total Liabilities: $4,933,663 The petition was signed by Keith Hicks as president. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/42SE2LA/The_Apostolic_Church_of_Jesus__flmbke-24-00281__0001.0.pdf?mcid=tGE4TAMA ARTIFICIAL INTELLIGENCE: Posts $4 Million Net Loss in Third Quarter ------------------------------------------------------------------- Artificial Intelligence Technology Solutions Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.97 million on $596,980 of revenues for the three months ended Nov. 30, 2023, compared to a net loss of $4.08 million on $402,399 of revenues for the three months ended Nov. 30, 2022. For the nine months ended Nov. 30, 2023, the Company reported a net loss of $13.28 million on $1.37 million of revenues, compared to a net loss of $12.93 million on $1.06 million of revenues for the nine months ended Nov. 30, 2022. As of Nov. 30, 2023, the Company had $7.14 million in total assets, $43.33 million in total liabilities, and a total stockholders' deficit of $36.19 million. "For the nine months ended November 30, 2023, the Company had negative cash flow from operating activities of $9,378,427. As of November 30, 2023, the Company has an accumulated deficit of $125,535,116, and negative working capital of $12,944,810. Management does not anticipate having positive cash flow from operations in the near future. These factors raise a substantial doubt about the Company's ability to continue as a going concern for the twelve months following the issuance of these financial statements," Artificial Intelligence said. "The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business," Artificial Intelligence said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1498148/000116169724000035/form_10-q.htm About Artificial Intelligence Technology Headquartered in Ferndale, MI, Artificial Intelligence Technology Solutions Inc.'s business going forward will consist of one segment activity, which is the delivery of artificial intelligence and robotic solutions for operational, security and monitoring needs. Deer Park, Illinois-based L J Soldinger Associates, LLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 14, 2023, citing that the Company had a net loss of approximately $18 million, an accumulated deficit of approximately $112 million and stockholders' deficit of approximately $32 million as of and for the year ended February 28, 2023, and therefore there is substantial doubt about the ability of the Company to continue as a going concern. ASCEND LEARNING: AB High Income Marks $2.9MM Loan at 16% Off ------------------------------------------------------------ AB High Income Fund, Inc has marked its $52,940,000 loan extended to Ascend Learning, LLC to market at $2,472,040 or 84% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in AB High Income's Form N-CSR for the Fiscal year ended October 31, 2023, filed with the Securities and Exchange Commission. AB High Income is a participant in a Bank Loan to Ascend Learning, LLC. The loan accrues interest at a rate of 11.174% (SOFR 1 Month + 5.75%) per annum. The loan matures on December 10, 2029. AB High Income Fund, Inc is organized as a Maryland corporation and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. Ascend Learning is a provider of online educational content, software and analytics in the healthcare, fitness/wellness and other licensure-driven professions. The company has been owned by private equity sponsors Blackstone Group and Canada Pension Plan Investment Board since the leveraged buyout transaction in July 2017. ASCEND LEARNING: BlackRock MSIT Marks $157,000 Loan at 16% Off -------------------------------------------------------------- BlackRock MSIT Ltd has marked its $157,000 loan extended to Ascend Learning LLC to market at $132,011 or 84% of the outstanding amount, as of October 30, 2023, according to a disclosure contained in BlackRock MSIT's Form 10-K for the Fiscal year ended October 30, 2023, filed with the Securities and Exchange Commission. BlackRock MSIT is a participant in a 2021 Second Lien Term Loan to Ascend Learning LLC. The loan accrues interest at a rate of 11.17% (1-mo. CME Term SOFR at 0.50% Floor + 5.75%) per annum. The loan matures on December 10, 2029. BlackRock Multi-Sector Income Trust is registered under the Investment Company Act of 1940. BlackRock Multi-Sector Income Trust is registered as a diversified, closed-end management investment company. BlackRock Multi-Sector is organized as a Delaware statutory trust & determines and makes available for publication the net asset value of its Common Shares on a daily basis. Ascend Learning is a provider of online educational content, software and analytics in the healthcare, fitness/wellness and other licensure-driven professions. The company has been owned by private equity sponsors Blackstone Group and Canada Pension Plan Investment Board since the leveraged buyout transaction in July 2017. AUDACY INC: Cohen Weiss Represents SAG-AFTRA -------------------------------------------- In connection with the chapter 11 cases commenced by Audacy, Inc. and its affiliated debtors, Melissa S. Woods and Matthew E. Stolz, attorneys at Cohen, Weiss and Simon LLP ("CWS"), filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure with respect to the firm's representation of the following creditors: 1. The Screen Actors Guild-American Federation of Television and Radio Artists ("SAG-AFTRA") 5757 Wilshire Boulevard, 7th Floor Los Angeles, CA 90036 2. The Trustees of the SAG-AFTRA Health Plan (the "Health Plan") 3601 West Olive Ave., Suite 300 Burbank, CA 91505 3. The Trustees of the AFTRA Retirement Fund (the "Retirement Fund") 261 Madison Ave., 7th Floor New York, NY 10016 SAG-AFTRA, the Health Plan, and the Retirement Fund have claims against the Debtors. These claims arise from Debtors' obligations arising under collective bargaining agreements ("CBAs") binding certain of the Debtors and SAG-AFTRA. The CBAs sets out the terms and conditions of employment for the Debtors' employees represented by SAG-AFTRA (the "Employees") and contributions to the Health Plan and Retirement Fund for health, pension, vacation and sick leave, and other necessary benefits for the Employees. The claims arose both before and during the one-year period prior to the filing of the case. CWS have previously worked with SAG-AFTRA, the Health Plan, and the Retirement Fund and the Funds on numerous matters. SAG-AFTRA, the Health Plan, and the Retirement Fund also have separate counsel. In this matter, CWS was engaged by SAG-AFTRA, the Health Plan, and the Retirement Fund in January 2024 at the instance of each entity. CWS has no claims or interests against the Debtors. The law firm can be reached at: Melissa Woods, Esq. Matthew Stolz, Esq. COHEN, WEISS AND SIMON LLP 909 Third Avenue, 12th Floor New York, New York 10022-4869 Tel: (212) 563-4100 Fax: (646) 473-8234 mwoods@cwsny.com mstolz@cwsny.com About Audacy Inc. Philadelphia, Pa.-based Audacy Inc., formerly Entercom Communications Corp., is a multi-platform audio content and entertainment company with a collection of local music, news and sports brands, a premium podcast creator, major event producer, and digital innovator. At its core, Audacy's business is creating premium audio content, including news programming, sports radio, music stations, and podcasts, and then distributing that content to listeners by radio broadcast, podcasts, and other digital means. As of Sept. 30, 2023, the Company had $2.79 billion in total assets and $2.66 billion in total liabilities. Audacy and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on Jan. 7, 2024 with a Prepackaged Plan that will reduce debt from $1.9 billion to approximately $350 million. Judge Christopher M. Lopez oversees the cases. LATHAM & WATKINS LLP and PORTER HEDGES LLP serve as the Debtors' legal counsel. PJT PARTNERS LP is the investment banker, and FTI CONSULTING, INC., is the financial advisor. EPIQ CORPORATE RESTRUCTURING is the claims agent. AURA SYSTEMS: Incurs $910K Net Loss in Third Quarter ---------------------------------------------------- Aura Systems, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $910,000 on $47,000 of net revenue for the three months ended Nov. 30, 2023, compared to a net loss of $1.26 million on $54,000 of net revenue for the three months ended Nov. 30, 2022. For the nine months ended Nov. 30, 2023, the Company reported a net loss of $3.17 million on $57,000 of net revenue, compared to a net loss of $2.58 million on $70,000 of net revenue for the nine months ended Nov. 30, 2022. As of Nov. 30, 2023, the Company had $1.48 million in total assets, $22.73 million in total liabilities, and a total shareholders' deficit of $21.25 million. During the nine-month period ended November 30, 2023, the Company recognized net loss of [$3,171,000] and used cash in operating activities of [$2,178,000] respectively. As of November 30, 2023, the Company also has a shareholder deficit of [$21,247,000] and notes payable totaling [$5,200,000] are also past due. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company's independent registered public accounting firm, in its report on the Company's February 28, 2023, financial statements, raised substantial doubt about the Company's ability to continue as a going concern. "In the event the Company is unable to generate profits and is unable to obtain financing for its working capital requirements, it may have to curtail its business further or cease business altogether. Substantial additional capital resources will be required to fund continuing expenditures related to our research, development, manufacturing and business development activities. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to attain profitability," Aura Systems said. "During the next twelve months the Company intends to continue to attempt to increase the Company's operations and focus on the sale of our AuraGen'/VIPER products both domestically and internationally and to add to our existing management team. In addition, the Company plans to source new suppliers for manufacturing operations, rebuild the engineering and sales teams, and to the extent appropriate, utilize third party contractors to support the operation. The Company anticipates being able to obtain new sources of funding to support these actions in the upcoming fiscal year," Aura Systems said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/826253/000121390024003660/f10q1123_aurasys.htm About Aura Systems Aura Systems, Inc. is a Delaware corporation founded in 1987. The Company innovated and commercialized the technology for Axial Flux Induction electric motors and generators. Aura's axial flux induction motor technology ("AAFIM") provides an industrial solution that does not use any permanent magnets, no rare earth elements, is smaller and lighter, uses significant less materials (just copper and steel), very high efficiency, significantly less copper, highly reliably, very robust, and no scheduled maintenance. Los Angeles, California-based Weinberg & Company, P.A., the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 26, 2023, citing that during the year ended Feb. 28, 2023, the Company incurred a net loss and used cash in operations, and at Feb. 28, 2023, had a stockholders' deficit. In addition, at February 28, 2023, notes payable and related accrued interest with an aggregate balance of $6.2 million have reached maturity and are past due. These matters raise substantial doubt about the Company's ability to continue as a going concern. BENDED PAGE: Unsecured Claims Under $7,500 to Recover 20% in Plan ----------------------------------------------------------------- Bended Page, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a Subchapter V Plan of Reorganization dated January 16, 2024. Debtor owns and operates the Tattered Cover bookstores (the "Tattered Cover"), one of the largest independent retail booksellers in the United States. The Tattered Cover has been an iconic Denver institution and community gathering place for people and the arts since 1971. Joyce Meskis was the long-time owner and operator of the Tattered Cover for most of its existence. In its earlier years, the Tattered Cover operated from locations in Cherry Creek. Like many retail businesses, the Tattered Cover experienced significant adversity following the stay-at-home orders resulting from the COVID-19 pandemic in March 2020. Although Debtor was able to continue operations (and even subsequently expand its store locations), Debtor was only able to do so in part from the cooperation and assistance Debtor received from various parties, including certain of Debtor's members, landlords and publishers. Debtor filed this Subchapter V Case only after carefully exploring all of its available options and stretching its available resources thin. Debtor recognizes that the cooperation and assistance from third parties is finite. Among other things, Debtor was faced with the need to purchase inventory for the 2023 holiday season and Debtor's credit availability to do so was limited. Class 5 consists of Administrative Convenience Claims (Unsecured Claims of $7,500 or less). Payment of 20% of the Allowed Claims from Available Cash as soon as reasonably practicable after the Effective Date. The amount of claim in this Class total $262,474. This Class is impaired. Class 6 consists of General Unsecured Claims. Allowed Claims to be paid pro rata from PDI in quarterly installments over three years from the Effective Date. The allowed unsecured claims total $3,195,341.62. This Class is impaired. Class 7 consists of Equity Interests. Cancelled and extinguished as of the Effective Date; have the opportunity to purchase Senior Preferred Class equity interests after Confirmation. Debtor proposes to pay creditors from its Projected Disposable Income, which will be derived primarily from operational income, and, to the extent applicable, any proceeds from a sale of the Debtor's assets. Debtor believes the confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization. In the event that the DIP Lender exercises its Conversion Right, then on the Effective Date, title to Debtor's assets and property, including all claims, causes of actions and other interests shall be vested in Debtor, as reorganized by this Plan, free and clear of any liens, claims, interests or encumbrances (except as set forth in this Plan). In the Event that the DIP Lender does not exercise its conversion right, then Debtor's assets and property shall remain property of the estate. A full-text copy of the Subchapter V Plan dated January 16, 2024 is available at https://urlcurt.com/u?l=k4HuRs from PacerMonitor.com at no charge. Attorneys for Debtor: Andrew D. Johnson, Esq. J. Brian Fletcher, Esq. Gabrielle G. Palmer, Esq. Onsager | Fletcher | Johnson | Palmer LLC 600 17th Street, Suite 425 North Denver, CO 80202 Telephone: (720) 457-7059 Email: ajohnson@OFJlaw.com jbfletcher@OFJlaw.com gpalmer@OFJlaw.com About Bended Page, LLC Bended Page, LLC is a book store owner in Denver, Colorado. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14679) on October 16, 2023. In the petition signed by Bradford Dempsey, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Michael E. Romero oversees the case. Andrew D. Johnson, Esq., at Onsager Fletcher Johnson Palmer LLC, represents the Debtor as legal counsel. C.W. KELLER: Hires Paul E. Saperstein Co. Inc. as Auctioneer ------------------------------------------------------------ C.W. Keller & Associates, LLC and its affiliate seek approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Paul E. Saperstein Co., Inc. as auctioneer. The firm will market and sell through auction the Debtors' machinery, equipment and vehicles located in Plaistow, New Hampshire. The firm will be paid: (a) a managerial fee to Bidspotter of 4 percent of the purchase price for any asset purchased through the online service, and (b) a fee of 4 percent for any bid paid by credit card. 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 through: Michael Saperstein PAUL E. SAPERSTEIN CO. INC. 144 Centre Street Holbrook, MA 02343-1011 Tel: (617) 227-6553 Fax: (781) 767-9686 Email: msaperstein@pesco.com About C.W. Keller & Associates, LLC C.W. Keller & Associates, LLC, is a fabrication and design engineering firm in Newburyport, Mass., specializing in custom millwork, composites and concrete form systems. C.W. Keller & Associates and C.W. Keller Holding Company, Inc. filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 23-11357) on Aug. 24, 2023. At the time of the filing, C.W. Keller & Associates reported $1 million to $10 million in assets and $10 million to $50 million in liabilities while C.W. Keller Holding Company, Inc. reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Christopher J. Panos oversees the case. David B. Madoff, Esq., at Madoff & Khoury LLP, is the Debtors' legal counsel. CANO HEALTH: Eaton Vance EFR Marks $2.45MM Loan at 41% Off ---------------------------------------------------------- Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $2,449,000 loan extended to Cano Health, LLC, to market at $1,444,795 or 59% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Term Loan (SOFR + 4.00%) to Cano Health. The loan accrues interest at a rate of 9.533% per annum. The loan matures on November 23, 2027. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place Boston, MA 02110 Cano Health, LLC operates primary care centers and supports affiliated medical practices. The Company specializes in primary care for seniors, as well as promotes activities and care to improve both physical health and well-being, and offers population health management programs. Cano Health serves patients in the United States. CAROLINA PEDIATRIC: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Carolina Pediatric Eye Properties, LLC 1025 Vinehaven Dr., NE Concord, NC 28025 Business Description: Carolina Pediatric is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of an office building at 1025 Vinehaven Dr., NE, Concord, NC 28025 valued at $1.5 million. Chapter 11 Petition Date: January 19, 2024 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 24-30059 Judge: Hon. Laura T. Beyer Debtor's Counsel: R. Keith Johnson, Esq. LAW OFFICES OF R. KEITH JOHNSON, P.A. 1275 S. Hwy. 16 Stanley, NC 28164 Tel: 704-827-4200 Fax: 704-827-4477 E-mail: kjparalegal@bellsouth.net Total Assets: $1,509,619 Total Liabilities: $1,090,080 The petition was signed by Buhilda McGriff as member/manager. The Debtor indicated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NG52OCQ/Carolina_Pediatric_Eye_Properties__ncwbke-24-30059__0001.0.pdf?mcid=tGE4TAMA CELULARITY INC: Closes $6M Securities Purchase Deal With Dragasac ----------------------------------------------------------------- Celularity Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Jan. 12, 2024, it entered into a securities purchase agreement with an existing investor, Dragasac Limited, providing for the private placement of (i) 21,410,983 shares of its Class A common stock, par value $0.0001 per share, or the Class A common stock, and (ii) accompanying warrants to purchase up to 5,352,746 shares of Class A common stock, or the PIPE Warrants, for $0.24898 per share and $0.125 per accompanying PIPE Warrant, for an aggregate purchase price of approximately $6.00 million. The closing of the private placement occurred on Jan. 16, 2024. Each PIPE Warrant has an exercise price of $0.24898 per share, is immediately exercisable, will expire on Jan. 16, 2029 (five years from the date of issuance), and is subject to customary adjustments for certain transactions affecting Celularity's capitalization. Pursuant to the terms of the securities purchase agreement, Celularity is required to apply the net proceeds to the payment due to YA II PN, Ltd, or Yorkville, pursuant to that certain pre-paid advance agreement between Celularity and Yorkville dated Sept. 15, 2022, or the PPA. Celularity also agreed in the securities purchase agreement to take steps, within 30 days of the agreement, to equitize 15% of wages or salaries of all members of the executive leadership team. Dr. Hariri has agreed to accept 85% of his compensation in equity, not to increase his compensation for the year ended Dec. 31, 2024, and not to take any deferred compensation due to him in cash unless Celularity raises additional cash through offerings of equity securities with aggregate net proceeds equal or greater to $21.0 million at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A common stock and PIPE Warrant purchased by Dragasac Limited. The securities were issued pursuant to an exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Act, and Regulation D promulgated thereunder. Celularity relied on this exemption from registration based in part on representations made by the purchasers. The offer and sale of the shares and PIPE Warrants (including the shares underlying the PIPE Warrants) has not been registered under the Act or any state securities laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this current report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein. In connection with the execution of the purchase agreement, Celularity and Dragasac Limited also entered into an investor rights agreement dated as of Jan. 12, 2024. The investor rights agreement provides Dragasac certain information and audit rights, as well as registration rights with respect to the shares (and shares underlying the PIPE Warrants), including both the undertaking to file a registration statement within 45 days of filing of its Annual Report on Form 10-K, "piggyback" registration rights, as well as the right to request up to three demand rights for underwritten offerings per year; in each case subject to customary "underwriter cutback" language as well as any objections raised by the Securities and Exchange Commission to inclusion of securities. As a condition to closing, Celularity entered into an amendment to an amended and restated distribution and manufacturing agreement with an affiliate of Dragasac, to add cell therapy products in clinical development, investigational stage and/or in near-term commercial use to the list of products under the scope of the exclusive distribution and manufacturing licenses (including unmodified natural killer cells (such as CYNK-001) for aging and other non-oncology indications, PSC-100, PDA-001, PDA-002, pEXO and APPL-001 for regenerative indications). Warrant Repricing As previously disclosed, on July 16, 2021 as a result of closing of the business combination pursuant to that certain Agreement and Plan of Merger and Reorganization dated Jan. 8, 2021, or the Merger Agreement, by and among Celularity, its wholly-owned merger subs and Celularity LLC (formerly known as Celularity Inc.), Celularity assumed certain warrants held by Dragasac that, after application of the exchange ratio provided in the Merger Agreement, became exercisable for an aggregate 6,529,818 shares of the Celularity's Class A common stock at an adjusted exercise price of $6.77 per share. In connection with the private placement, Celularity and Dragasac agreed to amend and restate such warrants, or the A&R Warrants to, among other things, reduce the exercise price per share to $0.24898 per share, subject to further adjustment as set forth in the A&R Warrants. The A&R Warrants were issued on Jan. 16, 2024. Senior Secured Bridge Loan On Jan. 12, 2024, Celularity and Celularity LLC, a wholly owned subsidiary of Celularity, entered into a second amended and restated senior secured loan agreement, or the Second Amended Loan, with Resorts World Inc Pte Ltd, or RWI, to amend and restate the previously announced senior secured loan agreement with RWI dated as of May 16, 2023, as amended on June 20, 2023, in its entirety. The Second Amended Loan provides for an additional loan in the aggregate principal amount of $15.0 million net of an original issue discount of $3,750,000, which bears interest at a rate of 12.5% per year, with the first year of interest being paid in kind on the last day of each month, and matures July 16, 2025. In addition, the Second Amended Loan provides for the issuance of a 5-year immediately exercisable warrant to acquire up to 16,500,000 shares of Class A common stock, or the Tranche 1 Warrant, and a warrant to acquire up to 13,500,000 shares of Class A common stock, which will only be exercisable upon the later of (x) stockholder approval for Nasdaq purposes of its exercise price, (y) CFIUS clearance and (z) six months from issuance date, or the Tranche 2 Warrant, and will expire 5 years after it becomes exercisable. The Tranche 1 Warrant and Tranche 2 Warrant were each issued on Jan. 16, 2024, and the Tranche 1 Warrant has an exercise price of $0.24898 per share, and the Tranche 2 Warrant will have an exercise price equal to "Minimum Price" (as determined pursuant to Nasdaq 5635(d)) on the date it becomes exercisable. Celularity closed the Second Amended Loan and the sale and purchase of the Tranche 1 Warrant and Tranche 2 Warrant on Jan. 16, 2024. Pursuant to the terms of the Second Amended Loan, Celularity is required to apply the proceeds of the additional loan (i) to the payment in full of all outstanding amounts owed to Yorkville under the PPA, (ii) to the payment of invoices of certain critical vendors, (iii) to the first settlement payment owed to Palantir Technologies, Inc., and (iv) for working capital and other purposes pre-approved by RWI. Any other use of proceeds requires prior written approval by RWI. Pursuant to the terms of the Second Amended Loan, Celularity agreed to customary negative covenants restricting its ability to pay dividends to stockholders, repay or incur other indebtedness other than as permitted, or grant or suffer to exist a security interest in any of the Celularity's assets, other than as permitted. In addition, Celularity agreed to apply net revenues received through the sale of Celularity products/provision of services in connection with or related to its distribution and manufacturing agreement with Genting Innovation Pte Ltd as a prepayment towards the loan. The Second Amended Loan includes customary events of default. Pursuant to the Second Amended Loan, Celularity agreed to file a proxy statement to seek any necessary stockholder approvals that may be required in connection with the securities issued to RWI, as well as any proposals necessary to maintain its Nasdaq listing. In light of this agreement, Celularity, RWI and directors Dr. Hariri, Dr. Diamandis and Mr. Kehler entered into a support agreement whereby each agreed not to transfer his shares of Class A common stock until such approval (or July 12, 2024 in the case of Dr. Diamandis and Mr. Kehler), and to vote his shares in favor of any proposals necessary to permit exercise of the Tranche 2 Warrants under applicable Nasdaq rules, as well as any reverse stock split that may be necessary to regain compliance with Nasdaq's listing rules. In connection with the entry into the Second Amended Loan, Celularity and RWI also entered into an investor rights agreement dated as of Jan. 12, 2024. The investor rights agreement provides RWI certain information and audit rights, as well as registration rights with respect to the shares underlying the Tranche 1 Warrants and Tranche 2 Warrants), including both the undertaking to file a registration statement within 45 days of filing of its Annual Report on Form 10-K, "piggyback" registration rights, as well as the right to request up to three demand rights for underwritten offerings per year; in each case subject to customary "underwriter cutback" language as well as any objections raised by the Securities and Exchange Commission to inclusion of securities. About Celularity Celularity Inc. (Nasdaq: CELU) headquartered in Florham Park, N.J., is a biotechnology company leading the next evolution in cellular and regenerative medicine by developing allogeneic cryopreserved off-the-shelf placental-derived cell therapies, including therapeutic programs using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified natural killer (NK) cells. These therapeutic programs target indications in autoimmune, infectious and degenerative diseases, and cancer. In addition, Celularity develops, manufactures and commercializes innovative biomaterial products also derived from the postpartum placenta. Celularity believes that by harnessing the placenta's unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies. Morristown, New Jersey-based Deloitte & Touche LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations since inception that raise substantial doubt about its ability to continue as a going concern. CENTURY AIR: Unsecureds Will Get 52.91% of Claims over 5 Years -------------------------------------------------------------- Century Air Solutions, LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas a First Amended Plan of Reorganization dated January 16, 2024. The Debtor started operations in May 2011. The Debtor operates an HVAC Heating, air conditioning installation, repair and maintenance business. The Debtor is currently owned 100% by Phat Bui. Mr. Bui will remain the president and representative of the Debtor going forward. The Debtor filed this case on August 17, 2023, to seek protection from aggressive collection efforts by creditors that, if continued, would be to the detriment of other creditors by crippling business operations. Debtor proposes to pay allowed unsecured based on the liquidation analysis and cash available. Debtor anticipates having enough business and cash available to fund the plan and pay the creditors pursuant to the proposed plan. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors. The Debtor will continue operating its business. The Debtor's Plan will break the existing claims into seven classes of Claimants. These claimants will receive cash repayments over a period of time beginning on the Effective Date. While Debtor's Plan proposes to pay claims not to exceed 5 years, nothing prevents Debtor from prepaying its claims. Class 6 consists of Unsecured Claims. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next 5 years beginning not later than the 15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the additional 4 years remaining on this date. Debtor may begin on the 15th day of the month after the effective date of confirmation, to begin disbursements to the Class 6 claims. Debtor will distribute up to $197,000.00 to the general allowed unsecured creditor pool over the 5-year term of the plan. The Debtor's General Allowed Unsecured Claimants will receive 52.91% of their allowed claims under this plan. Any creditors listed in the schedules of Century Air Co. as disputed and did not file a claim will not receive distributions under this plan. This Class is impaired. The current owner will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the First Amended Plan dated January 16, 2024 is available at https://urlcurt.com/u?l=PsJ2B9 from PacerMonitor.com at no charge. Counsel to the Debtor: Robert C Lane, Esq. THE LANE LAW FIRM, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com About Century Air Solutions Century Air Solutions, LLC provides heating, air condition installation, repair and maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33123) on August 17, 2023. In the petition signed by Phat Bui, manager, the Debtor disclosed $523,162 in assets and $1,119,313 in liabilities. Judge Eduardo V. Rodriguez oversees the case. Robert C. Lane, Esq., at THE LANE LAW FIRM, represents the Debtor as legal counsel. CHESAPEAKE ENERGY: Fitch Puts 'BB+' LongTerm IDR on Watch Positive ------------------------------------------------------------------ Fitch Ratings has placed Chesapeake Energy Corporation's 'BB+' Long-Term Issuer Default Rating (IDR) and all issue ratings on Rating Watch Positive (RWP) following the announced acquisition of Southwestern Energy Company. The Rating Watch reflects the reasonable valuation of the all-equity transaction, the conservative proforma capital structure and the increased scale of the combined company, which will be the largest North American natural gas producer and third-largest public producer globally. The scale and metrics of the combined entity are commensurate with an investment-grade rating. The combined company will have very strong gas positions in the Marcellus and Haynesville plays. Chesapeake will assume Southwestern's debt after closing the transaction. Fitch expects the combined entity to maintain a sub 1.5x EBITDA leverage after closing as well as strong liquidity and a back-end maturity profile. The Rating Watch is expected to be resolved upon the completion of the transaction under the announced terms, which may take longer than six months. KEY RATING DRIVERS Significant Natural Gas Assets: The scale of the combined entity is commensurate with an investment-grade rating. Combined reserves will approach 32 trillion feet of natural gas equivalent (Tcfe) and production will approach 7.9 billion cubic feet of natural gas equivalent per day (bcfe/d), making it the third-largest public global natural gas producer. Chesapeake will have 650,000 net acres in the Haynesville and 1.2 million net acres in Appalachia. At expected production levels the company has 15 years of drilling inventory. Conservative Financial Policy: Chesapeake's conservative financial policy is a credit strength. The company is committed to a net EBITDA leverage target of less than 1.0x at $3 Henry Hub natural gas prices. To that end, CHK is funding the acquisition with equity and is focused on paying down debt to $4.5 billion (from $5.7 billion at close) over approximately two years. The company will continue to maintain a shareholder distribution policy that is linked to FCF with a modest fixed dividend, a variable dividend derived from 50% of FCF after the fixed dividend, and opportunistic share buybacks. Fitch expects that the company would revisit the shareholder distribution policy if natural gas prices remained less than $3 on a sustained basis. Strategic Importance of Balance Sheet Strength: Chesapeake is highly committed to maintaining an investment-grade balance sheet following the Southwestern acquisition and Fitch expects the company to reduce total debt to approximately $4.5 billion over the next two years. An investment-grade capital structure is integral to Chesapeake's strategy as the company seeks to enter into long term liquified natural gas (LNG) supply agreements for up to 20% of its production. These agreements allow Chesapeake to sell at prices indexed to overseas LNG markets, which typically settle at higher prices than the Henry Hub (HH) natural gas benchmark. Attaining and maintaining investment-grade ratings would enhance the company's ability to enter into agreements with counterparties that require investment-grade ratings. It would also enable Chesapeake to enter into the necessary long-term liquefaction contracts without having to post LCs. Strong Forecast Metrics: Fitch forecasts sub-1.5x gross EBITDA leverage and positive FCF at its ratings case price assumptions with HH trending toward $2.75/thousand cubic feet (mcf) in the long term. Under Fitch's stress case price deck, Chesapeake's EBITDA leverage approaches 2.3x, which, while elevated, demonstrates reasonable capital structure resilience in a weak pricing environment that assumes gas prices of $2.25/mcf. Fitch forecasts EBITDA will range between $4.0 billion and $4.5 billion in its rating case and that the company will report positive FCF over the rating horizon. Hedges Support Cash Flow Visibility: Chesapeake's commitment to hedging a portion of production provides downside protection to cash flows. Chesapeake maintains a policy of hedging 55%-60% of production for the next two quarters with production hedged declining 5%-10% in each subsequent quarter out to about two years. LNG Supply Agreements: Although the LNG supply agreements that Chesapeake has entered into may allow the company to realize a price premium to Henry Hub, they'll increase fixed costs. These contracts enable Chesapeake to sell gas at prices indexed to LNG prices overseas; the two existing agreements, which begin in 2027 and 2028, are indexed to Japan-Korea LNG (JKM) prices. Under the contracts Chesapeake commits to supply LNG at an export facility from the U.S., which will require Chesapeake to enter into fixed natural gas liquefaction contracts. The take-or-pay liquefaction contracts will expose Chesapeake to fixed charges that may be burdensome in periods with low differentials between Henry Hub and overseas LNG markets. In these instances, Chesapeake would likely not supply LNG, but would still be responsible for the liquefaction charges. DERIVATION SUMMARY Following the close of the Southwestern transaction, Chesapeake will have production approaching 7.9 bcfe/d, which is significantly higher than peers EQT (BBB-/Stable; 5.7bcfe/d), Antero (BBB-/Stable; 3.5 bcfe/d), and Coterra (BBB/Stable; 4 bcf/d). PF netbacks as of third-quarter 2023 (3Q23) were $0.72/mcfe, which is better than EQT at $0.53/mcfe, in line with Antero at $0.79/mcfe and behind Coterra at $2.31/mcfe due to 28% of Coterra's production being liquids. The PF cash netback margin for 3Q23 for Chesapeake was 34%, which is stronger than EQT at 28% and Antero at 24% while again lagging Coterra at 63%. Proved reserves of the combined entity are 32.4 tcfe, which is larger than all peers with the closest competitor being EQT at 25 tcfe. EBITDA leverage is comparable with peers while FCF margin lags peers. KEY ASSUMPTIONS - West Texas Intermediate of $78/barrel (bbl) in 2023, $75/bbl in 2024, $65/bbl in 2025 and $60/bbl thereafter; - Henry Hub of $2.80/mcf in 2023, $3.25/mcf in 2024, $3.00/mcf in 2025 and $2.75/mcf thereafter; - Production flat to up low single-digits post the acquisition; - Base interest rates applicable to the company's outstanding variable-rate debt obligations reflects the Secured Overnight Financing Rate forward curve; - Annual capex between $3.0 billion and $3.5 billion during the forecast; - Base dividend of $0.575/quarter; - Debt maturities paid down with cash in 2025 and 2026; - No share repurchases beyond 2023. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Fitch expects to resolve the RWP upon completion of the contemplated transaction under the proposed terms. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade independent of the transaction: - A commitment to its stated financial policy resulting in post-dividend positive FCF generation through the cycle; - Netbacks maintained above or in line with IG-rated gas peers; - Midcycle EBITDA leverage sustained at or below 1.5x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Failure to maintain a clear, conservative financial and operational policy; - A trend of negative FCF contributing to diminished liquidity or utilization of revolver commitment consistently above 50%; - Midcycle EBITDA leverage sustained over 2.0x; - Large creditor-unfriendly M&A; - Loss of operational momentum, with organic production trending below 3Bcfepd or materially increasing production costs. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: PF for the acquisition, liquidity is provided by a $2.5 billion reserve-based revolver with full availability. This replaces CHK's existing $2 billion revolver and SWN's existing $2 billion revolver. With actual cash of $713 million at the end of 3Q23 and expected positive FCF the company maintains strong liquidity throughout Fitch's forecast. Back-Weighted Maturity Schedule: Chesapeake's legacy maturity schedule had maturities in 2026 and 2029. The assumption of SWN's debt enhances this back-weighted structure as $2.35 billion of SWN's debt matures in 2030 and 2032. ISSUER PROFILE Chesapeake Energy Corporation is a gas weighted U.S. onshore exploration and production company with operations in the Haynesville and Marcellus shales. Following the proposed acquisition of Southwestern Energy Corp. the company's PF production will rise to 7.9 bcfe/d. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Chesapeake Energy Corp. LT IDR BB+ Rating Watch On BB+ senior secured LT BBB- Rating Watch On RR1 BBB- senior unsecured LT BB+ Rating Watch On RR4 BB+ CHRISTONE DISTRIBUTION: Amends Marcus & Mulligan Secured Claims Pay ------------------------------------------------------------------- Christone Distribution, Inc., submitted an Amended Plan of Reorganization for Small Business dated January 16, 2024. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $48,333. The final plan payment is expected to be paid 60 months after the effective date of the plan. This Plan of Reorganization proposes to pay creditors of the Debtor from income generated from the future income from operations of the e-commerce business and specifically sale of auto products. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0 on the dollar. This Plan also provides for the payment of administrative claims. Class 3 consists of the Secured Claim of Marcus By Goldman Sachs in the amount of $77,422.00. For the first twelve months, the Debtor shall disburse monthly interest-only payments at a 9% annual interest rate, amounting to $580.67 each month. Following this period, the remaining principal and interest will be paid over 48 months with monthly payment of approximately $1,926.65. The total payout over the 60-month period, including both principal and interest, will be approximately $99,447.24. This total comprises $6,968.04 in interest-only payments during the first year and $92,479.20 for the principal and interest payments over the following 48 months. Class 4 consists of the Secured Claim of Mulligan Funding in the amount of $249,883.30. For the first twelve months, the Debtor shall disburse monthly interest-only payments at a 9% annual interest rate, amounting to $1,874.12 each month for Mulligan Funding. Following this period, the remaining principal and interest will be paid over 48 months with monthly payments of approximately $6,218.36. The total payout over the 60-month period, including both principal and interest, for Mulligan Funding will be approximately $320,970.72. This total comprises $22,489.44 in interest-only payments during the first year and $298,481.28 for the principal and interest payments over the following 48 months. Like in the prior iteration of the Plan, the non-priority unsecured creditors shall not receive a disbursement. The plan will be funded primarily through revenues generated by the operation of the Debtor's business. The Debtor's officers and directors will remain unchanged, with the business operations being managed by the Debtor's President, Jing Liu. A full-text copy of the Amended Plan dated January 16, 2024 is available at https://urlcurt.com/u?l=8qZHfy from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Seth D. Ballstaedt, Esq. Ballstaedt Law Firm, LLC d/b/a Fair Free Legal Services 8751 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Telephone: (702) 715-0000 Facsimile: (702) 666-8215 Email: help@bkvegas.com About Christone Distribution Christone Distribution, Inc., is a professional auto spares and tires manufacturer in Las Vegas. It has operated with its partners as a special online e-commerce supply chain platform with related online orders' fulfillment services in distributing a variety of aftermarket auto parts. Christone Distribution filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 23-10055) on Jan. 7, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Jing Liu, president of Christone Distribution, signed the petition. Judge Mike K. Nakagawa oversees the case. Seth D. Ballstaedt, Esq., at Ballstaedt Law Firm, LLC, is the Debtor's bankruptcy counsel. COMMSCOPE HOLDING: Closes Sale of Home Networks Business to Vantiva ------------------------------------------------------------------- CommScope Holding Company, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it completed the previously announced sale of the Home Networks business of the Company to Vantiva SA pursuant to the Purchase Agreement, dated as of Dec. 7, 2023. Pursuant to the Purchase Agreement, Vantiva acquired the Home Business in exchange for (i) 134,704,669 shares of Vantiva common stock, representing a 24.73% equity stake in Vantiva (determined on a fully diluted basis), (ii) $250,465 in cash (in addition to cash paid in exchange for the cash on the Home Business companies' balance sheets) and (iii) an earn-out of up to $100 million, subject to the satisfaction of certain conditions. The $250,465 in cash paid in connection with the closing is expected to be used to acquire additional shares of Vantiva common stock, following which the Company is expected to own a 25% equity stake in Vantiva (on a fully diluted basis). About CommScope CommScope (NASDAQ: COMM) -- www.commscope.com -- is a global provider of infrastructure solutions for communication, data center and entertainment networks. The Company's solutions for wired and wireless networks enable service providers, including cable, telephone and digital broadcast satellite operators and media programmers to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. CommScope reported a net loss of $1.28 billion in 2022, a net loss of $462.6 million in 2021, and a net loss of $573.4 million in 2020. For the nine months ended Sept. 30, 2023, the Company incurred a net loss of $925.7 million. As of Sept. 30, 2023, the Company had $10.06 billion in total assets, $11.41 billion in total liabilities, $1.15 billion in series A convertible preferred stock, and a total stockholders' deficit of $2.49 billion. * * * As reported by the TCR on November 22, 2023, S&P Global Ratings lowered its issuer credit rating on CommScope to 'CCC' from 'B-' and removed the ratings from CreditWatch with negative implications, where they were placed on Oct. 31, 2023. S&P revised the outlook to negative. S&P said, "We believe CommScope will still see severe inventory overhang over the next year before improving in the second half of 2024. However, we believe it's unlikely demand will improve significantly in the second half of 2024. COVANTA HOLDING: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has assigned a first-time 'B+' Long-Term Issuer Default (IDR) to Covanta Holding Corporation (CVA). Fitch has also assigned 'BB+'/'RR1' ratings to the company's senior secured credit facilities and 'B'/'RR5' ratings to the senior unsecured notes. CVA's IDR is supported by its high barrier to entry waste-to-energy asset base, exposure to populous regional markets, steady and resilient nature of its waste business, baseload electricity production, and multi-year contracts with long-time customers. The scarcity of disposal options in key regions, high capital costs and regulatory and political barriers support its position. However, cash flows are exposed to electricity and recycled commodity prices. CVA has a risk management process to moderate price risks via fixed-price contracts or hedges for up to 2-3 years. Fitch forecasts neutral-to-positive FCF and EBITDA interest coverage in the high-2.0x to low 3.0x over 2024-2025, consistent with 'B+' rating tolerances. Fitch also considers execution risks in capturing the benefits of its profiled waste growth and operating efficiency programs that should help improve cash flow quality, while growth investment and one-time costs are reducing medium-term FCF. KEY RATING DRIVERS Waste Contracts, Hedges Support FCF: The market strengths and stability of the waste collection business provide a durable foundation to CVA's credit profile. While a portion of CVA's business is exposed to the variability of electricity and recycled material prices, Fitch believes the profitability and stability of the waste business would help support managing core operating and capital costs through periodic commodity market cyclicality. Fitch expects CVA to continue its strategy of engaging in rolling, multi-year hedges and risk-sharing arrangements which provide a good degree of multi-year visibility to cash flow. As of 2022, about 80% of CVA's waste revenue was contracted, the remainder was in the spot market. Contracts provide inflation-based pricing escalators and a variety of cost pass-throughs. With much of the higher margin industrial profiled waste stream in the spot market, there is the potential to introduce variability in margin though volumetric risk is expected to remain low. Further, the company has also made some inroads in signing contracts with profiled waste customers. Neutral-Positive FCF Profile: Fitch's rating case forecasts improving EBITDA tends mainly benefiting from incremental waste price increases and favorable mix shift to profiled waste. Management has indicated that the company intends to make growth-linked capital investments to facilitate execution of its strategic operational and commercial objectives. Fitch currently forecasts near neutral FCF in 2024, up from around negative $50 million in 2023, followed by positive annual FCF in the $50 million-$100 million range through 2026. FCF is expected to be allocated towards repayment of its credit facility borrowings used to fund the recent acquisitions, including Circon Environmental in 2023. High-2.0x Coverage, Mid-6.0x Leverage: Fitch expects EBITDA interest coverage to remain in the high-2.0x in 2024 followed by improvements towards the low-3.0x range, which is generally consistent with the 'B+' rated peers. Fitch forecasts EBITDA leverage of mid-6.0x in 2024, while the company integrates Circon, grows in profiled waste and environmental services, makes early progress on operating efficiency programs and manages higher capex spend. Fitch expects leverage to subsequently moderate to the low-6.0x range in 2025-2026. Environmental Services Drives Growth: Growth is expected to be driven by CVA's plan to shift the mix of waste streams towards industrial profiled waste, which carries higher tip fees and therefore profitability, from traditional municipal solid waste. CVA has had success in pursuing and capturing pricing on profiled waste. The addition of Circon as well as planned investment in material processing facilities are expected to support growth of the business. From a macro perspective, industrial customers, including manufacturing, consumer goods and medical & pharmaceutical, may seek incineration as a more carbon-conscious disposal method than landfilling supporting the expectation for increased volumes. High Barriers to Entry: The positioning of CVA's incineration assets is a key strength of its business profile and is also supportive of a stable demand profile. The company owns or operates a number of incineration and material processing facilities around densely populated areas and in some regions where alternative disposal methods are difficult to access or regulatorily restricted. Development of new incineration facilities are heavily limited by political and capital constraints. DERIVATION SUMMARY Fitch compares CVA with other stable and contracted services companies including Garda World Security (GW; B+/Negative) and Stericycle, Inc. (SRCL; BB/Positive), as well as other waste management peers. CVA's waste to energy business benefits from a strong physical asset base in markets with scarcity in waste disposal options. Waste streams, tipping fees and service-contract revenue are expected to be stable and resilient due to recurring waste disposal needs. CVA has exposure to energy and recycled commodity prices through these risks are moderated by a high degree of multi-year hedging arrangements in place. Similarly, GW benefits from stable demand for security services and multi-year contracts, and SRCL provides medical waste and document shredding services. Fitch expects CVA's leverage to be in the mid-to-high 6.0x before trending to the low-6.0x in the medium term, which is moderately lower than Fitch's prior expectations for GW in the low-7.0x through 2024. CVA's interest coverage is also expected to be stronger in the high-2.0x to low-3.0x compared with GW around the low-to-mid 2.0x. The higher rated SRCL's EBITDAR leverage is expected to be in the low-3.0x range, which is relatively strong for its rating level though the credit profile remains constrained by execution risks associated with its operational, margin and FCF initiatives. KEY ASSUMPTIONS - High-single digit revenue growth in 2023 that moderates to the mid-single digits over the next two years; - EBITDA margin remains around 22%-23% range over the medium term with pricing and cost optimization actions moderated by lower energy revenue and early contributions from the Circon acquisition; - Capex is temporarily elevated in 2023, then moderates to about 10% of revenue beginning in 2024, including growth investment; - Debt balances remain fairly flat from 3Q23 through 2024. CVA prioritizes deleveraging thereafter; - CVA's liquidity position remains near current levels over the next two years. RECOVERY ANALYSIS The recovery analysis assumes that CVA would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Fitch estimates CVA's GC EBITDA at $475 million. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. The hypothetical bankruptcy scenario assumes the potential for a prolonged decline in commodity prices coupled with operational challenges leading to a liquidity event. The recovery estimate assumes a recovery of commodity prices toward mid-cycle values and reduced operational availability of CVA's incinerators and facilities. Fitch assumes CVA would receive a GC recovery multiple of 6.3x in this scenario. This multiple is applied to the GC EBITDA to calculate a post-reorganization enterprise value (EV). Ultimately CVA's multiple is driven by the scarcity and strong market position of CVA's incineration and processing facilities, coupled with the more variable electricity and recycling earnings streams. Fitch's recovery scenario assumes that CVA's $600 million revolver is fully drawn. These assumptions result in a 'BB+'/'RR1' rating for the senior secured debt and 'B'/'RR5' for the senior unsecured debt. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade - Mid-cycle EBITDA leverage sustained below 5.5x; - Maintenance of risk-management practices that support financial flexibility, including long-dated hedges and nearly full availability under its revolving credit facility; - A mix shift toward waste services, reducing exposure to commodity-linked businesses, that strengthens CVA's cash flow risk profile. Factors that could, individually or collectively, lead to negative rating action/downgrade - EBITDA interest coverage sustained approaching 2.0x; - EBITDA leverage sustained above 7.0x; - Elevating liquidity risks resulting from forecasted negative FCF and revolver utilization above 50%. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of Sept. 30, 2023, CVA had $26 million of cash and $324 million of availability under its $600 million revolving credit facility. The stable waste-to-energy business and highly-hedged energy and metals recycling business are supportive of CVA's steady liquidity profile. The term loans amortize at 1% per year and matures in 2028. The revolving credit facility matures in 2026. ISSUER PROFILE CVA owns and operates a network of waste-to-energy facilities and sells electricity and recycled materials that are created or captured in the waste incineration process. 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. Criteria Variation Fitch does not consider the $130 million term loan C as debt for analytical purposes, which is a variation from the Corporate Rating Criteria's definition of total debt. The term loan C is collateralized on a one-for-one basis by cash held in a restricted account. This account is not accessible by CVA, except for interest earned on the balance. Since the company is unable to utilize the restricted funds for any purpose other than collateralizing the loan, Fitch does not treat the term loan C as debt. Fitch looks to its Corporate Rating Criteria dated Nov. 3, 2023, which outlines and defines a variety of quantitative measures used to assess credit risk. As per criteria, Fitch's definition of total debt is all encompassing. However, Fitch's criteria is designed to be used in conjunction with experienced analytical judgment, and, as such, adjustments may be made to the application of the criteria that more accurately reflects the risks of a specific transaction or entity. SUMMARY OF FINANCIAL ADJUSTMENTS CVA's $130 million term loan C is excluded from Fitch's debt calculation. DATE OF RELEVANT COMMITTEE 05-Jan-2024 Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Covanta Holding Corporation LT IDR B+ New Rating WD senior unsecured LT B New Rating RR5 senior secured LT BB+ New Rating RR1 CREEKWOOD LEGACY: Case Summary & Two Unsecured Creditors -------------------------------------------------------- Debtor: Creekwood Legacy, Inc 2040 E. State Hwy. 121 Lewisville, TX 75056 Chapter 11 Petition Date: January 19, 2024 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 24-40133 Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Robert T DeMarco, Esq. DEMARCO MITCHELL, PLLC 500 N. Central Expressway Suite 500 Plano, TX 75074 Tel: (972) 578-1400 Email: robert@demarcomitchell.com Total Assets: $389,209 Total Liabilities: $1,574,935 The petition was signed by Steven Ball as president. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HNHBPPQ/Creekwood_Legacy_Inc__txebke-24-40133__0001.0.pdf?mcid=tGE4TAMA CYTODYN INC: Posts $9.6 Million Net Loss in Second Quarter ---------------------------------------------------------- Cytodyn, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $9.56 million for the three months ended Nov. 30, 2023, compared to a net loss of $26.49 million for the three months ended Nov. 30, 2022. For the six months ended Nov. 30, 2023, the Company reported a net loss of $21.13 million compared to a net loss of $47.48 million for the six months ended Nov. 30, 2022. As of Nov. 30, 2023, the Company had $9.24 million in total assets, $123.62 million in total liabilities, and a total stockholders' deficit of $114.38 million. "The Company incurred a net loss of approximately $21.1 million for the six months ended November 30, 2023, and has an accumulated deficit of approximately $862.8 million as of November 30, 2023. These factors, among several others...raise substantial doubt about the Company's ability to continue as a going concern," Cytodyn said. "The Company's continuance as a going concern is dependent upon its ability to obtain additional operating capital, complete the development of its product candidate, leronlimab, obtain approval to commercialize leronlimab from regulatory agencies, continue to outsource manufacturing of leronlimab, and ultimately achieve revenues and attain profitability. The Company plans to continue to engage in research and development activities related to leronlimab and a new or modified longer-acting therapeutic for multiple indications and expects to incur significant research and development expenses in the future, primarily related to its regulatory compliance, including seeking the lifting of the U.S Food and Drug Administration's (the "FDA") clinical hold with regard to the Company's HIV program, performing additional pre-clinical and clinical studies in various indications, and seeking regulatory approval for its product candidate for commercialization. These research and development activities are subject to significant risks and uncertainties. The Company intends to finance its future development activities and its working capital needs primarily from the sale of equity and debt securities, combined with additional funding from other sources. However, there can be no assurance that the Company will be successful in these endeavors," Cytodyn further said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1175680/000155837024000305/cydy-20231130x10q.htm About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a clinical stage biotechnology company focused on the clinical development and potential commercialization of its product candidate, leronlimab, which is being studied for MASH, MASH-HIV, solid tumors in oncology, and other HIV indications. The Company's focus is on implementing a therapeutic development and commercialization pathway for leronlimab through an approach that is opportunistic and minimizes the amount of Company capital needed for the creation of value by identifying strategies that are time- and cost-effective and support the creation of non-dilutive financing opportunities, such as license agreements and co-development or strategic partnerships. CytoDyn reported a net loss of $79.82 million for the year ended May 31, 2023, compared to a net loss of $210.82 million for the year ended May 31, 2022. As of May 31, 2023, the Company had $11.29 million in total assets, $120.79 million in total liabilities, and a total stockholders' deficit of $109.51 million. San Jose, California-based Macias Gini & O'Connell LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Sept. 13, 2023, citing that the Company incurred a net loss of approximately $70,146,000 for the year ended May 31, 2023 and has an accumulated deficit of approximately $832,012,000 through May 31, 2023, which raises substantial doubt about its ability to continue as a going concern. CYXTERA: Davis Polk Advised Administrative Agent in Chapter 11 -------------------------------------------------------------- Davis Polk advised the administrative and collateral agent under the $965 million prepetition credit facility in connection with the chapter 11 restructuring of Cyxtera Technologies, Inc. and certain of its subsidiaries. In June 2023, Cyxtera initiated voluntary chapter 11 proceedings in the United States Bankruptcy Court for the District of New Jersey. On November 17, 2023, the Bankruptcy Court confirmed a chapter 11 plan of reorganization for Cyxtera, including a sale of substantially all of the company’s assets to Phoenix Data Center Holdings, an affiliate of Brookfield Infrastructure Partners LP, for aggregate consideration totaling $775 million, subject to certain adjustments. The sale closed and the company emerged from bankruptcy on January 12, 2024. Cyxtera is a global data center leader in retail colocation and interconnection services, providing a suit of intelligently automated infrastructure and interconnection solutions to more than 2,300 leading enterprises, service providers and government agencies around the world. The Davis Polk restructuring team included partner Angela M. Libby and associates David Kratzer and Audrey Youn. The finance team included partner Kenneth J. Steinberg, counsel Mayer J. Steinman and associate Matthew Vallade. All members of the Davis Polk team are located in the New York office. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Cyxtera Technologies Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. -- https://www.cyxtera.com/ -- is a global data center company providing retail colocation and interconnection services. The Company provides a suite of connected and automated infrastructure and interconnection solutions to more than 2,300 enterprises, service providers and government agencies around the world -- enabling them to scale faster, meet rising consumer expectations and gain a competitive edge. Cyxtera and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on June 4, 2023. In the petition signed by Eric Koza, chief restructuring officer, the Debtor disclosed up to $131 million in assets and up to $2.679 billion in liabilities. Judge John K. Sherwood oversees the case. The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as general bankruptcy counsel, Cole Schotz P.C. as co-bankruptcy counsel, Guggenheim Securities, LLC as investment banker, AlixPartners LLP as restructuring advisor, and Kurtzman Carson Consultants LLC as noticing and claims agent. An ad hoc group of first lien lenders is represented by Gibson, Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor. On June 20, 2023, the U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors. The committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel and Alvarez & Marsal North America, LLC, as financial advisor. DAYBREAK OIL: Delays Form 10-Q for Period Ended Nov. 30 ------------------------------------------------------- Daybreak Oil and Gas, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended Nov. 30, 2023. The Company was unable to file, without unreasonable effort and expense, its Form 10-Q since additional time is needed to prepare and finalize the financial statements and other disclosures in the Report. About Daybreak Oil and Gas Daybreak Oil and Gas, Inc. -- www.daybreakoilandgas.com -- is an independent crude oil and natural gas company currently engaged in the exploration, development and production of onshore crude oil and natural gas in the United States. The Company is headquartered in Spokane Valley, Washington with an operations office in Friendswood, Texas. Daybreak Oil reported a net loss of $398,450 for the 12 months ended Feb. 28, 2022, compared to a net loss of $512,265 for the 12 months ended Feb. 28, 2021. As of Aug. 31, 2022, the Company had $8.56 million in total assets, $3.83 million in total liabilities, and $4.73 million in total stockholders' equity. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 15, 2022, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. DCQW LLC: Hires David J. Winterton & Assoc as Counsel ----------------------------------------------------- DCQW, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ David J. Winterton & Assoc., Ltd. as its counsel. The firm's services will include attending hearings, filing required bankruptcy schedules and papers, preparing a disclosure statement and plan of reorganization, counseling the Debtor, and representation in matters necessary to reorganize the Debtor. The firm will be paid at these rates: Attorneys $250 to $400 per hour Paralegals $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. David Winterton Esq., a partner at David J. Winterton & Assoc., disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: David J. Winterton Esq. DAVID J. WINTERTON & ASSOC., LTD. 7881 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Tel: (702) 363-0317 Fax: (702) 363-1630 Email: david@davidwinterton.com About DCQW, LLC DCQW LLC in Las Vegas, NV, filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 23-14413) on October 9, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Kayvoughn Moradi as authorized signatory, signed the petition. Judge Natalie M. Cox oversees the case. ANDERSEN & BEEDE serve as the Debtor's legal counsel. DCQW LLC: Hires Monticello Realty as Real Estate Broker ------------------------------------------------------- DCQW LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Monticello Realty LLC as real estate broker. The firm will market and sell the following Debtor's real properties: a. 329 Gemstone Hill Avenue, North Las Vegas, Nevada 89031; b. 3852 Prairie Orchid Avenue, North Las Vegas, Nevada 89081; c. 9071 College Green Street, Las Vegas, Nevada 89148; d. 10537 Gold Shadow Avenue, Las Vegas, Nevada 89129; e. 10558 Gold Shadow Avenue, Las Vegas, Nevada 89129; f. 10560 Midnight Gleam Avenue, Las Vegas, Nevada 89081. The firm will be paid a commission of 6 percent of the sales price of the properties. 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: Jillene Roundy Monticello Realty LLC 7495 W Azure #110 Las Vegas, NV 89130 Tel: (702) 245-6802 Email: jilleneroundy@gmail.com About DCQW LLC DCQW LLC in Las Vegas, NV, filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 23-14413) on October 9, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Kayvoughn Moradi as authorized signatory, signed the petition. Judge Natalie M. Cox oversees the case. ANDERSEN & BEEDE serve as the Debtor's legal counsel. DIGIPATH INC: Posts $247K Net Income in Fiscal Year Ended Sept. 30 ------------------------------------------------------------------ DigiPath, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing net income of $246,774 on $0 of revenues for the year ended Sept. 30, 2023, compared to a net loss of $2.06 million on $0 of revenues for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $1.41 million in total assets, $3.28 million in total liabilities, $333,600 in series B convertible preferred stock, and a total stockholders' deficit of $2.21 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has an accumulated deficit, recurring losses from operations and has cash on hand that may not be sufficient to sustain its operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. DigiPath said, "As of September 30, 2023, our balance of cash on hand was $271,006. We do not currently have sufficient funds to fund our operations at their current levels for the next twelve months. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale of equity securities. We will need additional funds to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectives and strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1502966/000149315224002491/form10-k.htm About DigiPath Headquartered in Las Vegas, Nevada, Digipath, Inc. -- www.digipath.com -- offers full-service testing lab for cannabis, hemp and ancillary cannabis and hemp infused products serving growers, dispensaries, caregivers, producers, patients and eventually all end users of cannabis and botanical products. DISCOVERY GUARANTOR: S&P Stays 'B-' ICR on New M&G Assessment ------------------------------------------------------------- S&P Global Ratings assigned a new Management & Governance (M&G) assessment of negative to Discovery Guarantor 2 Ltd. (d/b/a/ Envu). Its ratings on Envu, including its 'B-' issuer credit rating, are unchanged following the assignment of the new M&G assessment. S&P Global Ratings assigned a new M&G modifier assessment of negative to Envu. The action follows the revision to our criteria for evaluating the credit risks presented by an entity's M&G framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. S&P's M&G assessment of negative reflects material deficiencies in the management and governance that clearly increase credit risk for Envu. This reflects the company's ownership by a financial sponsor as well as the delayed reporting of its first audited financial results. All other ratings on Envu are unchanged. S&P said, "The stable outlook reflects our expectation that the company will maintain its weighted average S&P Global Ratings-adjusted debt to EBITDA between 7x and 8x on a pro forma basis. We expect EBITDA margins to remain in the high-20% area supported by pricing increases, relative stability in raw material costs, and anticipated cost-structure improvements. In our base-case scenario, we assume no material increases in debt to fund acquisitions. We expect the company to maintain adequate liquidity over the next 12 months." S&P could take a negative rating action within the next year if: -- Earnings are lower than projected; -- The company cannot improve its cost structure, execute other growth initiatives, or adequately pass through increases in costs. -- S&P would expect its weighted-average debt to EBITDA to approach double-digits due to a more than 350 basis points (bps) decline in base-case EBITDA margins; -- The company experiences persistent negative free cash flows leading to deteriorating liquidity and risking a covenant breach. -- S&P expected negative free cash flows and draws on revolving credit facilities for the first few quarters of 2023 following the carve-out in October 2022; or -- It pursues any large debt-funded acquisitions or shareholder rewards. S&P could take a positive rating action on the company within the next 12 months if: -- Margins improve more than 500 bps such that S&P Global Ratings-adjusted debt to EBITDA is sustained below 6.5x for consecutive quarters. This could occur if the company is able to significantly improve its cost structure or increase prices more than expected, or if raw material costs are lower than expected; and -- Management and the sponsor explicitly commit to maintain such credit metrics. DIXON HOLDINGS: Hires Shumaker Loop & Kendrick as Counsel --------------------------------------------------------- Dixon Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Shumaker, Loop & Kendrick, LLP as counsel. The firm will provide these services: a. give the Debtors legal advice with respect to their duties and powers as Debtors-in-Possession; b. prepare, on behalf of the Debtors, the necessary schedules, motions, notices, pleadings, petitions, schedules, answers, orders, reports and other legal papers required in this Chapter 11 case and related proceedings; c. assist in the formation, preparation and approval of an appropriate Disclosure Statement and Chapter 11 Plan, and to proceed to confirmation of the same; and d. provide all other reasonably necessary and appropriate legal services to the administration of the Debtors' estates. 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. Prepetition, the firm received from the Debtor $50,000 as retainer, of which $20,000 was applied prepetition and $30,000 remains. Steven M. Berman, Esq., a partner at Shumaker, Loop & Kendrick, 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: Steven M. Berman, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 Tel: (813) 229-7600 Fax: (813) 229-1660 Email: sberman@slk-law.com About Dixon Holdings, LLC Dixon Holdings, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00011) on January 2, 2024. In the petition signed by Roberta Masnyj, manager, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Roberta A. Colton oversees the case. Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, represents the Debtor as legal counsel. DOS EX CATTLE: Seeks to Hire Tarbox Law P.C. as Counsel ------------------------------------------------------- Dos Ex Cattle Co., LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Tarbox Law, P.C. as counsel. The firm will provide these services: (a) prepare legal papers; (b) advise the Debtor regarding preparation of operating reports, motions for use of cash collateral, and development of a 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, closing of such sales, and distribution to creditors. Max Tarbox, Esq., at Tarbox Law, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Max R. Tarbox, Esq. TARBOX LAW, PC 2301 Broadway Lubbock, TX 79401 Telephone: (806) 686-4448 Facsimile: (806) 368-9785 Email: tami@tarboxlaw.com About Dos Ex Cattle Co., LLC Dos Ex Cattle Co., LLC in Dumas, TX, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case No. 24-20003) on January 2, 2024, listing as much as $1 million to $10 million in both assets and liabilities. signed by Charles Blake Stringer as managing member, signed the petition. TARBOX LAW, P.C. serve as the Debtor's legal counsel. ECONOMY TREE: Hires Stichter Riedel as Legal Counsel ---------------------------------------------------- Economy Tree Service of Northwest Florida, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Stichter Riedel Blain & Postler, P.A. as its legal counsel. The firm's services include: a. rendering legal advice with respect to the Debtor's powers and duties; b. preparing legal papers; c. appearing before the court and the United States Trustee to represent and protect the interests of the Debtor; d. assisting with and participating in negotiations with creditors and other parties in interest in preparing a Chapter 11 plan and taking necessary legal steps to confirm such a plan; e. representing the Debtor in all adversary proceedings, contested matters, and matters involving administration of the Debtor's Chapter 11 case; and f. providing other necessary legal services. The firm will be paid based upon its normal and usual hourly billing rates and will be reimbursed for out-of-pocket expenses incurred. Jodi Daniel Dubose, Esq., a partner at Stichter Riedel Blain & Postler, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jodi Daniel Dubose, Esq. STICHTER RIEDEL BLAIN & POSTLER, P.A. 41 N. Jefferson St., Suite 111 Pensacola, FL 32502 Tampa, FL 33602 Tel: (850) 637-1836 Email: jdubose@srbp.com About Economy Tree Service of Northwest Florida, Inc. Economy Tree Service of Northwest Florida, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30870) on Dec. 8, 2023, with $1 million to $10 million in both assets and liabilities. David A. Smith, president, signed the petition. Judge Karen K. Specie signed the petition. Jodi Daniel Dubose, Esq., at Stichter, Riedel, Blain & Postler, P.C. represents the Debtor as legal counsel. EMPIRE COMMUNITIES: S&P Upgrades ICR to 'B', Outlook Stable ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Canadian-based homebuilder Empire Communities Corp. to 'B' from 'B-'. At the same time, S&P raised the issue-level ratings on the company's debt to 'B' from 'B-'. The recovery rating remains '3'. The outlook is stable, reflecting S&P's expectation for leverage between 4.5x and 5.5x through the end of 2024. Empire Communities Corp.'s adjusted leverage has declined to about 5x. Homebuilding and land development revenue for the nine months ended Sept. 30, 2023, increased 7.5% over the previous year primarily due to improvement in the Canadian low-rise division because of easing supply chain issues and its strong backlog. S&P said, "The increase was somewhat offset by a decrease in the Canadian high-rise division due to fewer condominium project closings and a decrease in U.S. homebuilding revenue, but we expect both segments to improve and grow in 2024. Gross margins for the last 12 months (LTM) ended Sept. 30, 2023, improved to 22.8% compared with 20.1% for the same period the previous year. The improvement was due to higher average selling prices and cost reductions that were partially offset by lower year-to-date closings. In addition, the 2023 margins reflect the reclassifying of its commissions to selling, general, and administrative (SG&A) costs from cost of sales in the second quarter. The resulting improvement in S&P Global Ratings-adjusted EBITDA to $232 million in the LTM ended Sept. 30, 2023, from $183 million in the same period the previous year, led to an improvement in debt leverage to 5.1x for the period ended Sept. 30, 2023, from 7.9x in the same period previous year with our expectation that leverage will decline further to about 4.5x by the end of 2024." Empire has a smaller revenue base and fewer closings than other rated homebuilders. Empire is one of the smallest homebuilders S&P rates based on closings. Empire generated about C$1.46 billion of homebuilding revenues in fiscal 2022 based on 1,140 low-rise and land closings in the U.S., 810 in Canada, and 477 condominium sales. Only four homebuilders we rate generated less homebuilding revenue than Empire: The New Home Co. (B-/Stable/--), STL Holding Co. LLC (B/Stable/--), Brookfield Residential Properties ULC (B/Negative/--), and Adams Homes Inc. (B+/Stable/--). The company is in four of the top 10 U.S. markets but does not have a leading position in any of them. However, Empire is the No. 1 homebuilder in the outer Greater Golden Horseshoe (GGH) area of Ontario, Canada, and the fourth largest in the Greater Toronto area (GTA) and inner GGH. As a small builder, it lacks economies of scale and management and might face challenges expanding the scale while maintaining cost controls and competitive overhead expenses. Empire has a limited presence in the U.S., focusing on entry-level and move-up buyers. Empire is moderately diversified, with a presence in the U.S. (45% of 2022 home sale revenue) and Canada (55% of 2022 home sale revenues). Within the U.S., it operates in Houston, Austin, San Antonio, Atlanta, Chattanooga, and various locations in the Carolinas. In Canada, it has a presence in the GGH and the GTA. These are fewer areas than its rated peers. The company has some product diversification versus "pure play" single-family homebuilders because it develops lots for single-family construction, builds single-family attached and detached homes for sale, and develops urban high-rise towers with condominium units with a buyer type primarily catering to entry level and move up. The company recently established a residential rental division to further diversify its asset and customer base. S&P said, "The outlook is stable, reflecting our expectation for debt leverage to remain between 4x and 5x through the end of 2024. "We could lower the rating over the next 12 months if Empire's leverage approached 8x. This could occur if operating performance underperformed our expectations such that EBITDA declined to the $160 million area. "We could take a positive rating action over the next 12 months if home closing volumes outperformed our forecast, leading to EBITDA growth that sustainably drives leverage below 4x." ENDO INT'L: Files Amended Plan; Confirmation Hearing March 19 ------------------------------------------------------------- Endo International plc and its Affiliated Debtors submitted a Further Revised Disclosure Statement with respect to the Second Amended Joint Chapter 11 Plan of Reorganization dated January 16, 2024. The Plan is the result of multiple resolutions reached through a months-long mediation process among the Debtors and key parties in interest, including the Ad Hoc First Lien Group, Multi-State Endo Executive Committee, the Committees, and the FCR, and provides for an equitable distribution of recoveries to the Debtors' creditors. The Debtors, the Ad Hoc First Lien Group, the Committees, and the FCR believe that the Plan represents the optimal means of implementation for the resolution of these Chapter 11 Cases and the settlements set forth therein, relative to other alternatives. On January 15, 2024, the Irish High Court, on Endo Parent's application, ordered that the Scheme Meetings be convened for purposes of voting on the Scheme. The Irish High Court also approved the Scheme Circular, which the Debtors are publishing contemporaneously with, and should be read together with, this Disclosure Statement. As detailed in the Scheme Circular, the Scheme Meetings will be held on March 7, 2024, at the offices of A&L Goodbody LLP, 3 Dublin Landings, North Wall Quay, Dublin 1, D01 C4E0, Ireland. Scheme Creditors do not need to submit a separate Ballot to vote on the Scheme, and Scheme Creditors are not required to attend the relevant Scheme Meeting in person. Under the Scheme, Endo Parent will request to set February 22, 2024, as the voting record date as it pertains to voting on the Scheme for Classes 4(B)-(F), 6(A)-(C), 7(A)-(E), and 8-12 (the "Scheme Voting Record Date"). For Classes 3 and 4(A), the Voting Record Date under the Plan shall apply for purposes of voting on the Scheme. Class 4(B) consists of Other General Unsecured Claims. Except to the extent that a holder of an Other General Unsecured Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for the Other General Unsecured Claims, (i) the GUC Trust shall receive the GUC Trust Consideration in accordance with the GUC Trust Documents; and (ii) each Other General Unsecured Claim shall automatically, and without further act, deed, or court order, be channeled exclusively to the GUC Trust, and all of the Debtors' liability for such Claim shall be assumed by the GUC Trust, and such Other General Unsecured Claim shall thereafter be asserted exclusively against the GUC Trust and treated solely in accordance with the terms, provisions, and procedures of the GUC Trust Documents, which shall provide that Other General Unsecured Claims shall be either Allowed and administered by the GUC Trust or otherwise Disallowed and released in full. Holders of Allowed Other General Unsecured Claims shall receive a recovery, if any, from the GUC Trust Consideration. The sole recourse of any holder of an Other General Unsecured Claim on account thereof shall be to the GUC Trust and only in accordance with the terms, provisions, and procedures of the GUC Trust Documents. The Debtors contemplate that the net proceeds from the Syndicated Exit Financing (to the extent implemented), the net proceeds from the Rights Offerings, and the Debtors' cash on hand will provide the Debtors with the necessary liquidity to fund the Debtors' cash distributions under the Plan and their business operations upon emergence from bankruptcy. Further, the Plan will allow the Debtors or the Post-Emergence Entities, as the case may be, to transfer funds among themselves as they determine to be necessary or appropriate to enable the applicable Post-Emergence Entities to satisfy any obligations under the Plan and the PSA. To the extent the Plan obligates the Remaining Debtors to make any payments or Distributions or take any other action under the Plan, the amount of such payments or Distributions or the cost of taking such actions shall be funded solely by the Purchaser Entities. Under the Plan, the Debtors are seeking approval of the Plan Transaction, among other things. The Plan Transaction shall be effected through at least two mechanisms: (i) the Assets of the Debtors that become Remaining Debtors shall be sold and transferred directly to the applicable newly-formed Purchaser Entities; and (ii) the Interests in the Transferred Debtors and certain Non-Debtor Affiliates shall be sold, issued, and/or transferred, directly or indirectly, to and subsequently held by the applicable newly-formed Purchaser Entities such that the Transferred Debtors and the applicable Non-Debtor Affiliates shall, as of and following the Effective Date, be owned, directly or indirectly, by Purchaser Parent, in each case, free and clear of all Liens, Claims, charges, or other encumbrances (other than to the extent provided in the PSA) to the fullest extent possible under the Bankruptcy Code. The Confirmation Hearing will commence on March 19, 2024 at 10:00 A.M. The Plan Objection deadline is February 22, 2024 at 4:00 P.M. A full-text copy of the Further Revised Disclosure Statement dated January 16, 2024 is available at https://urlcurt.com/u?l=ox9rPD from Kroll Restructuring Administration, LLC, claims agent. Counsel for Debtors: SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Paul D. Leake, Esq. Lisa Laukitis, Esq. Shana A. Elberg, Esq. Evan A. Hill, Esq. One Manhattan West New York, New York 10001 Tel: (212) 735-3000 Fax: (212) 735-2000 About Endo International Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The Company's cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Website dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. ENDO INTERNATIONAL: Hires Perkins Coie LLP as Special Counsel ------------------------------------------------------------- Endo International PLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Perkins Coie LLP, as special counsel. The firm's services include: a. representing one of the Debtors, Par Sterile Products, LLC, in an arbitration against Novavax, Inc.; b. advising Par Sterile Products, LLC, in connection with the performance of its Cooperative Agreement with the U.S. Government (Army Contracting Command-Aberdeen Proving Ground-COVID Response) (the "DOD Cooperative Agreement"); and c. general government contracts counseling on behalf of Par Pharmaceutical, Inc., Par Sterile Products, LLC, and Endo Pharmaceuticals, Inc. These issues included advice on Par's Fill-Finish Manufacturing Network contract with HHS, advice relating to contractor registration in the U.S. Government's System for Award Management ("SAM"), small business subcontracting matters, advising on company-wide government contracting policies and procedures, drafting of template government subcontract agreements, advising on subcontractor engagement matters, advising on general government contracts compliance issues, and other ad hoc government contracts issues. Kelley P. Doran, Esq., and Victor G. Vogel, Esq., are the primary attorneys responsible for the engagement, and will be paid at an hourly rate of $868 and $745, respectively. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As of the Petition Date, the Debtors owed Perkins Coie the amount of $53,391 for legal services rendered before the Petition Date in connection with certain OCP Services. Perkins Coie has waived the Fee Balance. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Perkins Coie agreed to the Debtors' standard Outside Counsel Billing Guidelines, except with respect to conflicts of interest and document retention, which are governed by Perkins Coie's engagement letter. In addition, Perkins Coie provided Par with significant discounts on its customary hourly rates. The Debtors' Outside Billing Guidelines were provided to Perkins Coie at the beginning of Perkins Coie's engagement as outside counsel. It is Perkins Coie's understanding that it is the Debtors' practice to require all outside counsel to agree to the terms of its Outside Counsel Billing Guidelines, which address issues such as matter staffing, communications processes, and permissible billing practices. The primary Perkins Coie attorneys working on the Debtors' matters are Kelley P. Doran and Victor G. Vogel. Their customary hourly rates for 2023 are $1,080 and $970, respectively. Their hourly rates for Debtors for 2023 are $868 and $745, representing a 20% and 23% discount, respectively. Other attorneys working on Debtors' matters are similarly discounted, with discounts for these attorneys ranging from 14%-19%. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Rates charged pre-petition were the same as rates charged post-petition, subject to annual adjustment. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Not applicable. No budget was provided to the client. However, Perkins Coie kept Par apprised of estimated legal costs by providing a forecast through the first half of 2023 in September 2022 and an updated forecast through the end of 2023 in February 2023 for all matters on which Perkins Coie was working at that time. Victor G. Vogel, Esq., a partner at Perkins Coie 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: Victor G. Vogel, Esq. PERKINS COIE LLP 700 13th Street, NW Suite 800 Washington, DC 20005-3960 Tel: (202) 654-6266 Fax: (202) 624-9529 About Endo International PLC Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The Company's cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Website dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. ENERGY TRANSFER: Fitch Assigns BB Rating on Jr. Subordinated Notes ------------------------------------------------------------------ Fitch Ratings has assigned a 'BBB-' rating to Energy Transfer LP's (ET) proposed offering of senior unsecured notes and assigned a 'BB' rating to a proposed offering of junior subordinated notes. Proceeds from the combined offering will be used for general partnership purposes, among which will be transactions related to the deemed-debt portion of the partnership's capital structure. ET's ratings reflect its leverage (which remains strong for the rating), geographic reach, diversity and solid operational execution. Concerns are volume risks and a history of project slates aggregating to heavy and multi-year capex (2023 is an outlier to this history, i.e., featuring low capex). KEY RATING DRIVERS Financial Policy: ET's Rating Outlook was revised to Positive from Stable in February 2023 based on Fitch observing a trend of balanced financial policy with respect to credit quality. At that time, the Lake Charles liquefied natural gas (LNG) export development project was expected to provide a short-term milestone in terms of confirming the aforementioned trend persisted. However, Lake Charles development has been delayed. 2023 was an active year for strategic bolt-on acquisitions. Since the Positive Outlook was set, ET has closed on the Lotus acquisition and the Crestwood acquisition. Both transactions had an equity component, which Fitch views positively. Lake Charles LNG Export Station: LNG stations are among the most expensive, technologically complicated and time-consuming construction activities that midstream companies undertake. Even as large as ET is (EBITDA, or assets), an LNG station represents a meaningful challenge to ET. Among other aspects of such a development by which a midstream company can moderate risk, the subject of seeking an equity partner is one where ET has stated that its objective is to sell down a large amount of the ownership in Lake Charles at Final Investment Decision (FID). In 2023 ET has faced headwinds and tailwinds on reaching FID. On the positive side, ET is accumulating relationships with LNG customs, including three Heads of Agreements documents executed, representing 3.6 million tonnes per annum. A challenge is the delay caused by the Biden Administration's unwillingness to extend a deadline for project development, posing the partnership with a choice to either re-apply the Project, or to cancel it. The company has recently re-applied. Natural Gas: Two of the partnership's five segments transport retail-quality natural gas, an energy source that has played a large part in lowering the U.S. electricity sector's greenhouse gas intensity in recent decades. The largest of these two segments, Interstate Transportation and Storage, shows a very steady EBITDA profile, and most of the EBITDA therein is from charging tariff rates set by the U.S. Federal Energy Regulatory Commission (FERC). Fitch regards FERC is one of the most effective and impartial regulatory commissions in the U.S. Fitch expects the smaller (run-rate) natural gas segment, Intrastate, to consistently benefit from one in ten-year weather events. In 2021, a one-in-thirty-year (approximately) event helped ET significantly outperform embedded guidance. Much of this segment has networks that reach to the vicinity of LNG export facilities. The continuing war in Ukraine for a few quarters improved on the run-rate performance of this segment. Leverage: Fitch's begin-year forecast for 2023 showed ratio of total debt with equity credit to adjusted EBITDA slightly under 4.0x (Fitch calculation different than ET), with 2024 leverage being potentially lower. Directionally, given results through Sept. 30, 2023, Fitch is confident in this forecast being matched or bettered. The recent leverage track record at ET strongly positions the partnership in its rating category. Fitch has previously stated that leverage at or below 4.5x could drive a positive rating action. Fitch regards positively ET's policy for leverage to be in the 4.0x-4.5x range (ET calculation, which is different that Fitch's). DERIVATION SUMMARY ET is one of North America's largest midstream companies by both EBITDA and geographical reach. In 2023, ET continued its growth history, with two significant bolt-on acquisitions, and, based on 3Q23 earnings call commentary, growth capital expenditures of almost $2 billion. Peer Targa Resources Corp. (Targa; BBB-/Positive) has shown rapid growth, with a focus on the Permian for the last few years. Both companies bear a small but material amount of commodity price risk on percentage of proceeds natural gas processing contracts (net). Fitch estimates that commodity price risk exposure at Targa is bigger than at ET, relative to the EBITDA size of the two companies. ET's interstate transportation and storage segment has some of its pipelines as monopoly franchises largely contracted out to end-users, which are diverse. Targa does not have a material exposure to such low-risk business operations. Targa's leverage in the Fitch forecast of around 3.5x by 2024 is close to the Fitch forecast for ET in the same year. As mentioned above, ET has leverage that is abundantly strong for the rating, and Fitch is looking to assessing financial policies in the out years, particularly with respect to growth spending, in order to resolve the Positive Outlook. KEY ASSUMPTIONS - Fitch Price Deck 2024 WTI $75 per barrel and 2024 Henry Hub $3.25 per thousand cubic feet; - Annual distributions are higher over the forecast than FY23 levels; - Material volume growth across the assets that are close to the oil and gas producing regions; - FERC-regulated natural gas pipelines (wholly-owned and partially-owned), in aggregate, show a slight increase in EBITDA over the forecast period; - Growth capex and investments in joint venture capex shows an annual run-rate that represents a decline over the 2020-2021 annual average. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Total debt with equity credit to operating EBITDA expected to be sustained at or below 4.5x on a consolidated basis; - Maintenance of balanced financial policies, including capital deployment and risk tolerance around growth projects; - Extensive success in re-contracting pipelines to both extend weighted average contract life and increase take-or-pay contract profile, or similar revenue assurance structure (with strong counter-parties) without cutting medium-term rates. Factors that could, individually or collectively, lead to negative rating action/downgrade: - The Positive Outlook could be resolved with an affirmation of the 'BBB-' rating in the event that strategic and financial policies change and the policies indicate the company's out-year leverage is likely to be materially higher than 4.5x. In the event Lake Charles is sanctioned, if the project is sanctioned with more aggressive partnering- and customer-strategy than Fitch expects, this could lead to such affirmation; - Total debt with equity credit to operating EBITDA on a consolidated basis expected to be sustained at or above 5.5x; - Unwillingness to fund growth capital needs in a credit-friendly manner; - Increasing commodity exposure above 30% (run-rate basis, i.e., not reflective of a super-spike in commodity prices), or other large increase in aggregate business risk) could lead to a negative rating action if leverage were not appropriately decreased to account for increased earnings and cash flow volatility. LIQUIDITY AND DEBT STRUCTURE Liquidity Adequate: As of Sept. 30, 2023, ET had approximately $2.88 billion of uses of credit (including letters of credit) against its $5 billion credit facility, with available borrowing capacity of $2.12 billion. The credit facility expires in April 2027. ET also had $514 million of cash on its balance sheet. Debt coming due in 2024 and near-term years are manageable for ET to service. ISSUER PROFILE Energy Transfer LP is a U.S.-focused midstream company with a large presence in all the hydrocarbons, i.e., crude oil, natural gas, natural gas liquids and refined products. SUMMARY OF FINANCIAL ADJUSTMENTS As per Fitch's "Corporate Hybrids Treatment and Notching Criteria," Fitch treats the ET subordinated debt (including the proposed offering) and preferred securities as 50% debt and 50% equity. Referenced leverage metrics are adjusted as follows: consolidated balances and flows are used; distributions from investees accounted for under the equity method of accounting are included in EBITDA; and equity earnings from these entities are excluded. Fitch removes from ET EBITDA the net income attributable to non-controlling interests. Fitch looks at a variety of leverage calculations, but features the foregoing calculation in its commentary. DATE OF RELEVANT COMMITTEE 08 February 2023 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 ----------- ------ Energy Transfer LP senior unsecured LT BBB- New Rating junior subordinated LT BB New Rating FANJOY CO: Amends Plan to Reflect Termination of the Soo Agreement ------------------------------------------------------------------ Fanjoy Co. submitted a Fourth Modification to Plan of Reorganization dated January 16, 2024. Debtor hereby modifies the Plan in accordance with Sections 1125 and 1127 of Chapter 11 of Title 11 of the United States Code. The changes do not materially or adversely affect the rights of any parties in interest which have not had notice and an opportunity to be heard with regard thereto. The Plan is modified to reflect Debtor will not assume the Fanjoy Co. Talent Agreement (the "Soo Agreement") between and Debtor and Stephani Soo dated April 13, 2020. The Soo Agreement provides for an initial term of two-years with automatic successive one-year renewal terms unless either party gives notice of non-renewal in writing to the other party prior to the expiration of the then current term. Post-petition, on or about December 23, 2023, Ms. Soo notified Debtor of her election to terminate the Soo Agreement. Based on Ms. Soo's notice of termination, the Soo Agreement will terminate on April 13, 2024. Accordingly, Debtor will not assume the Soo Agreement and modifies the Plan. The Plan is amended as specifically provided herein: Section 4.6, Class 6: Assumed Content Creator Cure Amount and Section 10.1 Provisions Regarding Executory Contracts are amended (i) to remove Ms. Soo and the Soo Agreement from the list of assumed executory contracts to the Plan and (ii) any executory contract between Ms. Soo and Debtor will be deemed rejected, and (iii) any Allowed Claim for rejection damages held by Ms. Soo will be classified and treated as a Class 8 General Unsecured Claim. A full-text copy of the Fourth Modified Plan dated January 16, 2024 is available at https://urlcurt.com/u?l=nFbLvy from PacerMonitor.com at no charge. Attorneys for the Debtor: Leslie M. Pineyro, Esq. Mark Gensburg, Esq. Jones & Walden LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: lpineyro@joneswalden.com About Fanjoy Co. Fanjoy Co. has been operating since 2014 and was incorporated in Delaware in 2014 to provide platform and merchandise marketplace services to social media content creators. The Debtor operates the fanjoy.co website, which provides end-to-end design, production, fulfillment, customer support, e-mail marketing, photoshoots, product shots, and paid advertisement services for its Content Creators. The business is operated by the Debtor's principal, Christopher Vaccarino, out of his residence in Brookhaven, Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57565) on August 8, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Christopher Vaccarino, president, signed the petition. Judge Paul W. Bonapfel oversees the case. Leslie Pineyro, Esq., at Jones and Walden, LLC, represents the Debtor as legal counsel. FINTHRIVE SOFTWARE: AB High Income Marks $2.8MM Loan at 41% Off --------------------------------------------------------------- AB High Income Fund, Inc has marked its $2,810,000 loan extended to FINThrive Software Intermediate Holdings, Inc to market at $1,646,660 or 59% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in AB High Income's Form N-CSR for the Fiscal year ended October 31, 2023, filed with the Securities and Exchange Commission. AB High Income is a participant in a Bank Loan to FINThrive Software Intermediate Holdings, Inc. The loan accrues interest at a rate of 12.189% (SOFR 1 Month + 6.75%) per annum. The loan matures on December 17, 2029. AB High Income Fund, Inc is organized as a Maryland corporation and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FL RHW ERIE: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: FL RHW Erie LLC FKA Franklin RHW Operating LLC 232 Equinox Circle Erie, CO 80516 Chapter 11 Petition Date: January 19, 2024 Court: United States Bankruptcy Court District of Colorado Case No.: 24-10251 Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: David V. Wadsworth, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Email: dwadsworth@wgwc-law.com Total Assets: $430,984 Total Liabilities: $2,162,897 The petition was signed by Daniel Franklin as manager. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/M3EOGRI/FL_RHW_Erie_LLC__cobke-24-10251__0001.0.pdf?mcid=tGE4TAMA FLINT GROUP: Eaton Vance EFR Marks $168,000 Loan at 27% Discount ---------------------------------------------------------------- Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $168,000 loan extended to Flint Group Topco Limited to market at $533,317 or 73% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Term Loan (SOFR + 7.00%, 5.774% cash, 6.90% PIK) to Flint Group. The loan accrues interest at a rate of 12.674% per annum. The loan matures on December 31, 2027. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place, Boston, MA 02110 Flint Group offers an unmatched product portfolio spanning printing inks, digital printing presses, blankets, pressroom chemistry, consumables, and colorants. FLINT GROUP: Eaton Vance EFR Marks $224,000 Loan at 82% Discount ---------------------------------------------------------------- Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $224,000 loan extended to Flint Group Topco Limited to market at $40,522 or 18% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Second Lien Term Loan, (SOFR + 7.00%, 5.774% cash, 6.90% PIK) to Flint Group. The loan accrues interest at a rate of 12.674% per annum. The loan matures on December 31, 2027. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place Boston, MA 02110 Flint Group offers an unmatched product portfolio spanning printing inks, digital printing presses, blankets, pressroom chemistry, consumables, and colorants. FRANCISCAN FRIARS: Hires Binder Malter Harris as Counsel -------------------------------------------------------- Franciscan Friars of California, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Binder Malter Harris & Rome-Banks LLP as counsel. The firm will provide these services: (a) assist the Debtor in protecting and preserving the interests of secured and unsecured creditors, maximizing the value of estate property, and administering that property throughout the case; (b) advise the Debtor of its powers and responsibilities under the Bankruptcy Code; (c) advise the Debtor generally as general bankruptcy counsel; (d) develop, through discussion with parties in interest, legal positions and strategies with respect to all facets of this case, including analyzing administrative and operational issues; (e) prepare motions, applications, answers, orders, memoranda, reports, and papers in connection with representing the interests of the Debtor; and (f) participate in the resolution of issues related to a plan of reorganization and the development, approval and implementation of such plan; and (g) render such other necessary advice and services that the Debtor may require in connection with this case. The firm will be paid at these rates: Robert G. Harris $625 per hour Julie H. Rome-Banks $625 per hour Wendy W. Smith $575 per hour Reno Fernandez $525 per hour Paralegals/Law Clerks $325 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtors a retainer in the amount of 153,994.32. Robert G. Harris, Esq., a partner at Binder Malter Harris & Rome-Banks 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: Robert G. Harris, Esq. Julie H. Rome-Banks, Esq. Wendy W. Smith, Esq. Reno Fernandez, Esq. BINDER MALTER HARRIS & ROME-BANKS LLP 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 Fax: (408) 295-1531 Email: rob@bindermalter.com julie@bindermalter.com wendy@bindermalter.com reno@bindermalter.com About Franciscan Friars of California, Inc. The Debtor is a tax-exempt religious organization. The Debtor was formed to provide religious, charitable, and educational acts, ministry, and service to the poor. Franciscan Friars of California, Inc. in Oakland, CA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41723) on December 31, 2023, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Gaa, OFM, president of the Debtor, signed the petition. Judge William J Lafferty oversees the case. BINDER & MALTER, LLP serve as the Debtor's legal counsel. FRANCISCAN FRIARS: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Franciscan Friars of California, Inc. The committee members are: (1) Francesca Lewis (2) Mark DeSio (3) Matthew Hart (4) Michael Carey (5) Anthony Chacon (6) Katherine Halberg (7) David C. Valenzuela Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Franciscan Friars of California Franciscan Friars of California, Inc. is a tax-exempt religious organization. The Debtor was formed to provide religious, charitable, and educational acts, ministry, and service to the poor. Franciscan Friars of California filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-41723) on Dec. 31, 2023, with up to $10 million in assets and up to $50 million in liabilities. David Gaa, president, signed the petition. Judge William J. Lafferty oversees the case. The Debtor tapped Binder Malter Harris & Rome-Banks, LLP as legal counsel and GlassRatner Advisory & Capital Group LLC, doing business as B. Riley Advisory Services, as financial advisor. GEE HOLDINGS: Eaton Vance EFR Marks $898,000 Loan at 40% Off ------------------------------------------------------------ Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $898,000 loan extended to GEE Holdings 2, LLC., to market at $538,666 or 60% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Second Lien Term Loan (SOFR + 8.25%, 7.00% cash, 6.75% PIK) to GEE Holdings 2. The loan accrues interest at a rate of 13.75% per annum. The loan matures on March 23, 2026. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place Boston, MA 02110 GEE Holdings 2, LLC, doing business as Anuvu, specializes in providing connectivity and content to the worldwide travel industry. GREEN HYGIENICS: Fine-Tunes Plan Documents ------------------------------------------ Green Hygienics Holdings, Inc., submitted a Second Amended Chapter 11 Plan dated January 16, 2024. Debtor has decided to sell the Potrero Property and will be filing an application to employ Matt Weaver of Lee & Associates Commercial Real Estate Services to market it with a listing price of $17,900,000. Prior to the filing of Debtor's bankruptcy case, the parties in the State Court Action entered into a written settlement agreement of which Plaintiffs would receive a collective total of $263,000. Debtor's portion of the settlement payment is $185,000. On October 13, 2020, Rancho Nuevo Harvesting, Inc. filed a lawsuit in the Superior Court of the State of California, County of Santa Barbara, entitled Ranch Nuevo Harvesting, Inc. v. Promordia, LLC ("Superior Court Case") against multiple defendants, alleging unpaid farm labor invoices and unpaid equipment rentals of approximately $830,000. Debtor was included as a defendant in the Second Amended Complaint. Rancho Harvest, Inc. was also added as a plaintiff. The Second Amended Complaint alleged that Debtor and defendant Primordia entered into an Asset Purchase Agreement wherein Primodia sold the majority of its assets to Debtor with the intent to hinder, delay and defraud Primordia's creditors. Debtor disputes Plaintiff's allegations. On or about November 10, 2022, Debtor, along with the remaining defendants reached tentative settlements with the Plaintiffs. Under the terms of the proposed settlement, Debtor agreed to pay Plaintiffs $185,000. Factoring the probability of success in defending the litigation, its complexity and the expense that would be incurred if the case went to trial, the parties believe it was in their best interest in reaching a resolution. Holders of administrative priority claims are entitled to priority pursuant to Section 507(a)(2) of the Bankruptcy Code including (i) professional fees and costs; and (ii) United States trustee's fees. Such claims shall be paid in full on the Effective Date or upon allowance of such claim, whichever is later. Debtor estimates the amount of administrative priority claims will exceed $35,000. These claims consist entirely of the professional fees and costs of Debtor's bankruptcy counsel (est. $35,000) and United States Trustee's Fees in an amount to be determined. Like in the prior iteration of the Plan, the allowed amount of each Class 4(a) general unsecured claim will be paid from the sale of the Potrero Property and personal property, including vehicles and equipment. Debtor estimates that the net proceeds from the sale will be sufficient to pay all Class 4(a) in full, however this is a pot plan. The Plan will be funded from the sale of the Potrero Property. Green Hygienics believes that the sale will provide sufficient net proceeds to pay all unsecured creditors in full after liens against the property have been satisfied. Following confirmation, Debtor shall continue to pay quarterly fees to the United States Trustee to the extent, and in the amounts, required by Section 1930(a)(6) of the Bankruptcy Code. So long as Debtor is required to make these payments, Debtor shall file with the court quarterly reports in the form specified by the United States Trustee for that purpose. A full-text copy of the Second Amended Plan dated January 16, 2024 is available at https://urlcurt.com/u?l=c06hE6 from PacerMonitor.com at no charge. Attorneys for Debtor: Andrew S. Bisom, Esq. The Bisom Law Group 300 Spectrum Center Drive, Ste. 1575 Irvine, CA 92618 Tel: (714) 643-8900 Fax: (714) 643-8901 Email: abisom@bisomlaw.com About Green Hygienics Holdings Green Hygienics Holdings, Inc., formerly known as Takedown Entertainment Inc., focuses on the cultivation and processing of industrial hemp for extracting cannabidiol. It was founded in 2008 and is based in Poway, Calif. Green Hygienics Holdings filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 23-01998) on July 11, 2023, with $20,250,600 in assets and $10,291,084 in liabilities. Todd Mueller, chief executive officer, signed the petition. Judge Margaret M. Mann oversees the case. Andrew S. Bisom, Esq., at The Bisom Law Group, is the Debtor's counsel. HERENS US: BlackRock MSIT Marks $178,000 Loan at 16% Off -------------------------------------------------------- BlackRock MSIT Ltd has marked its $178,000 loan extended to Herens U.S. Holdco Corp to market at $149,886 or 84% of the outstanding amount, as of October 30, 2023, according to a disclosure contained in BlackRock MSIT's Form 10-K for the Fiscal year ended October 30, 2023, filed with the Securities and Exchange Commission. BlackRock MSIT is a participant in a USD Term Loan B to Herens U.S. Holdco Corp. The loan accrues interest at a rate of 9.42% (3-mo. CME Term SOFR + 3.93%) per annum. The loan matures on July 3, 2028. BlackRock Multi-Sector Income Trust is registered under the Investment Company Act of 1940. BlackRock Multi-Sector Income Trust is registered as a diversified, closed-end management investment company. BlackRock Multi-Sector is organized as a Delaware statutory trust & determines and makes available for publication the net asset value of its Common Shares on a daily basis. HERITAGE COMMUNITY OF KALAMAZOO: Fitch Affirms 'BB' IDR ------------------------------------------------------- Fitch Ratings has affirmed Heritage Community of Kalamazoo Obligated Group, MI's (HCK) Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed at 'BB' approximately $49 million of limited obligation revenue bonds issued by the Economic Development Corporation (EDC) of the City of Kalamazoo, MI on behalf of HCK. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Heritage Community of Kalamazoo Obligated Group (MI) LT IDR BB Affirmed BB Heritage Community of Kalamazoo Obligated Group (MI) /General Revenues/1 LT LT BB Affirmed BB The 'BB' rating and Stable Outlook reflect HCK's midrange revenue defensibility supported by historically stable occupancy across the continuum of care coupled with modest independent living unit (ILU) pricing and a midrange operating risk profile. Historically, HCK's unit mix has been weighted more heavily on its skilled nursing (SNF) offerings. As a result, HCK opened Ridge Creek, a $53 million project consisting of 60 new ILUs located on the existing campus in August 2022. There are currently 54 occupied units in Ridge Creek with an additional two units pending move-ins. The community expects to reach its 95% stabilization rate by FYE24 (June 30 FYE). Fitch expects revenues from Ridge Creek's newly filled units to drive operating improvement as the expansion will provide a stronger revenue balance of ILU to SNF units. SECURITY Debt payments are secured by a revenue pledge of the obligated group (OG) and a mortgage pledge. Bonds are supported by debt service reserve funds (DSRF). KEY RATING DRIVERS Revenue Defensibility - 'bbb' Good Service Area Supports Adequate Demand HCK operates in a market with competing life plan communities (LPC), although the organization benefits from a generally good service area around Kalamazoo, MI with adequate historical demand. Prior to the pandemic, HCK's ILU occupancy rate averaged 90% (or better). Like much of the rest of the sector, ILU occupancy dipped during the pandemic (81% in FY21 and 75% in FY22). ILU occupancy started to rebound in FY23 and Fitch expects this to continue, particularly as the Ridge Creek continues to fill. Furthermore, to address occupancy of smaller units in the Artisan building, HCK is exploring combining units in an effort to make them more marketable. Currently, HCK has a 23-member waitlist which requires a $3000 refundable deposit to join. As of Sept. 30, 2023, SNF occupancy was 93%, slightly above its previous five-year average of 87%. Over the same period, assisted living unit (ALU) occupancy dipped slightly to around 90% from its previous five-year average of 97%. Additionally, dementia/memory care dipped to 89% from its prior five year averaged 94%. Home values in Kalamazoo County have increased steadily in recent years. According to Zillow.com, the Zillow home value index in the county measured nearly $216,600, a roughly 5% one-year gain. This data suggests prospective HCK residents should be able to sell their home in a timely fashion and at a price point commensurate with ILU entrance fees. Operating Risk - 'bbb' Track-Record of Sound Operating Metrics for a Non-investment Grade LPC HCK's has a track-record of adequate operating metrics at its rating level. Fitch expects that operating results will be sustained and ultimately benefit from the Ridge Creek expansion project. HCK's capital spending ratio has been elevated in recent years as the project has neared completion. HCK's operating ratio averaged 91.3% over the past five fiscal years. Through 1Q24 the operating ratio jumped to 100.4%. Net operating margin (NOM) averaged nearly 7.5% for the five years through FY23, including 12.0% in FY23. NOM-adjusted was 13.1% in FY23 and averaged 8.8 from FY2018-2023. Maximum annual debt service (MADS) is approximately $3.1 million, equating to MADS as a percent of revenue of 11% for FY23. Revenue-only MADS coverage at FY23 year end was 1.4x. Over the near to intermediate term, Fitch expects HCK's operating ratio to remain in the 90%-95% range, with comparatively modest capital spending at around $1.5 million annually. Financial Profile - 'bb' Good Forward-Looking Financial Profile At FYE23, HCK's cash-to-adjusted debt was approximately 45%, MADS coverage was 1.5x, and Fitch-calculated days cash on hand (DCOH) was 310 days. As of Sept. 30, 2023, these metrics improved further primary driven by investment gains, to cash-to-adjusted debt of approximately 54% and DCOH of 375 days. Through Fitch's forward-looking scenario analysis, Fitch expects capital-related ratios and operating metrics to improve over time, particularly with the expected stabilization of the Ridge Creek before the end of FY24. Even in a stress case, cash-to-adjusted debt does not fall below 35% and should recover over time. Asymmetric Additional Risk Considerations There are no asymmetric risks associated with the rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Sustained operating challenges such that the operating ratio rises to consistently above 100%, and covenant debt service coverage weakens to below 1.3x; - Significant weakening of liquidity ratios, particularly if cash-to-adjusted debt were expected to be sustained near 30% or lower. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Continued fill up of Ridge Creek, leading to improved operating metrics, particularly if NOM and NOM-adjusted can be sustained closer to 13% and 20%, respectively; - Maintenance of MADS coverage closer to 1.5x; - Expectation that cash-to-adjusted debt will remain above 50%, even in a stress case of the scenario analysis. PROFILE Founded in 1945 as a gift form Harold and Grace Upjohn, HCK is a type-B LPC located approximately 1.5 miles south of downtown Kalamazoo, MI. HCK currently includes 86 ILUs at its Wyndham apartment complex dba The Artisan, 60 ILUs at Ridge Creek, 29 ALUs at Wyndham West dba Meiland Square Assisted Living, 20 memory care units at Amber Way dba Meiland Square Memory Care, and 90 SNF beds at the Upjohn Community Care Center dba The Upjohn. Outside of the OG, HCK has 61 ALUs and 28 memory care units at Director's Hall dba Hawthorn Landing. HCK's total operating revenue measured nearly $27 million in audited FY23. HCK offers 50% refundable, 80% refundable (which recently replaced a 70% option), and traditional non-refundable contract options. Management has offered a 90% refundable contract option with the Ridge Creek expansion project. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. 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. HUMANIGEN INC: Hires Epiq Corporate as Claims and Noticing Agent ---------------------------------------------------------------- Humanigen, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC as claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 case of the Debtor. The firm will be paid at these hourly rates: Analyst Waived IT/Programming $55 - $72 Project Managers/Consultants/Directors $75 - $175 Solicitation Consultant $175 Executive Vice President, Solicitation $185 Executives No Charge The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtors provided Epiq an advance in the amount of $25,000. Kate Mailloux, a senior director at Epiq Corporate Restructuring, 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: Kate Mailloux Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Tel: (646) 282-2532 Email: kmailloux@epiqglobal.com About Humanigen, Inc. Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios Pharmaceuticals, Inc. -- @ www.humanigen.com -- is a clinical stage biopharmaceutical company, developing its portfolio of proprietary Humaneered anti-inflammatory immunology and immuno-oncology monoclonal antibodies. The Company's proprietary, patented Humaneered technology platform is a method for converting existing antibodies (typically murine) into engineered, high-affinity human antibodies designed for therapeutic use, particularly with acute and chronic conditions. The Company has developed or in-licensed targets or research antibodies, typically from academic institutions, and then applied its Humaneered technology to optimize them. The Company's lead product candidate, lenzilumab, and its other product candidate, ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Humanigen, Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10003) on January 3, 2024, with assets of $521,000 and liabilities of $44,131,000. Ronald Barliant, independent director, signed the petition. Potter Anderson & Corroon, LLP and SC&H Group, Inc. serve as the Debtor's bankruptcy counsel and investment banker, respectively. I & J LIQUOR: Future Earnings to Fund Plan Payments --------------------------------------------------- I & J Liquor, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Subchapter V Plan of Reorganization dated January 16, 2024. Debtor operates a convenience store in Redford, Michigan that has a beer, wine and liquor license. Debtor is a Michigan limited liability company which regularly employs three employees. The Debtor is owned by 2 brothers, Justin Khoskiko and Isaac Khoskiko, equally. Justin Khoshiko is the managing member. Debtor filed its chapter 11 bankruptcy for several reasons, including, inter alia, an inability to pay all of its outstanding debts in light of the high interest merchant cash advance/factor loans that it had received prepetition. Class General Unsecured Claims. If the C & J One Stop secured claim is avoided for the benefit of the estate, the claimants in this class shall be paid $455 over 36 months on a pro rata basis based on their allowed general unsecured claims. If the C & J One Stop secured claim is not avoided, this class shall receive no distribution under the Plan. This class is impaired and may vote on the Plan. The allowed unsecured claims total $167,618.26. The equity holders Justin Khoshiko and Isaac Khoskiko shall retain their interests. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. All plan payments may be prepaid without penalty. The Debtor believes that the Debtor will have enough cash on hand on the Effective Date of the Plan to pay all the Claims and expenses that are entitled to be paid on that date. The Debtor is committing for a 3-year period of time all or such portion of the future earnings or other future income of the Debtor as is necessary for the execution of the Plan. Debtor will be resuming its payments to the SBA which shall extend past the 3 Year Commitment Period. A full-text copy of the Subchapter V Plan dated January 16, 2024 is available at https://urlcurt.com/u?l=FeEFOp from PacerMonitor.com at no charge. Attorneys for Debtor: Robert Bassel, Esq. P.O. Box T Clinton, MI 49236 Phone: (248) 835-7683 Email: bbassel@gmail.com About I & J Liquor Inc. I & J Liquor, Inc. operates a convenience store in Redford, Michigan that has a beer, wine and liquor license. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-49087) on Oct. 16, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Thomas J. Tucker oversees the case. Robert N. Bassel, Esq., is the Debtor's legal counsel. INCLAN PAINTING: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Inclan Painting and Waterproofing Corp. 12252 SW 128 Street Miami FL 33186 Chapter 11 Petition Date: January 19, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-10488 Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Richard Siegmeister, Esq. RICHARD SIEGMEISTER, PA 3850 Bird Road Floor 10 Miami, FL 33146 Tel: 305-859-7376 Email: rspa111@att.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Luis Inclan as president. A copy of the Debtor's list of 20 largest unsecured creditors is now available for download at PacerMonitor.com. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4JEEVHQ/Inclan_Painting_and_Waterproofing__flsbke-24-10488__0001.0.pdf?mcid=tGE4TAMA INVERSIONES LATIN AMERICA: Greenberg Traurig Advised in Prepack --------------------------------------------------------------- A team of attorneys from global law firm Greenberg Traurig, LLP represented Chilean renewable energy company Inversiones Latin America Power (ILAP) in its comprehensive financial restructuring implemented through a pre-packaged plan of reorganization in a Chapter 11 proceeding. Greenberg Traurig first assisted ILAP in securing a forbearance and standstill agreement with its bondholders in early July 2023, which was subsequently extended. The forbearance provided ILAP with the opportunity to negotiate and agree with the bondholders on the terms of the restructuring transaction. Greenberg Traurig's attorneys then negotiated the terms of the Restructuring Support Agreement (RSA), which was executed on October 30, 2023 by ILAP, its two operating subsidiary guarantors that operate wind farms, and the ad hoc group of bondholders. The RSA provided key terms and conditions that would govern ILAP's Chapter 11 cases as well as its Chapter 11 plan of reorganization. On November 29, 2023, ILAP's sole creditor under a letter of credit facility agreed to join the RSA. ILAP filed for bankruptcy protection the following day in the U.S. Bankruptcy Court for the Southern District of New York with the RSA in place, which provided enough creditor support for a consensual Chapter 11 plan to be confirmed. On January 3, 2024, U.S. Bankruptcy Judge John P. Mastando III confirmed ILAP's Chapter 11 plan and approved its disclosure statement. On January 12, 2024, ILAP's Chapter 11 plan became effective, and it emerged from the bankruptcy process as a reorganized company. The restructuring involved the issuance of take-back senior secured notes and convertible notes. In addition, certain ad hoc group members provided exit financing in return for super-priority notes. All of the new notes mature in 2033, and the convertible notes will either be converted into equity of ILAP's direct parent or redeemed in connection with the sale of ILAP. "Our relationship with ILAP, which began in 2017 with a private placement of debt securities, runs deep. We are extremely pleased to have been able to assist ILAP in this successful debt restructuring and look forward to continuing our work with ILAP and its sponsors in the future," said Marc M. Rossell, co-chair of the firm's Latin America Practice. "We saw an overwhelming amount of creditor support and an uncontested plan, which allowed the court proceedings to move very quickly," said Oscar N. Pinkas, chair of the firm's New York Restructuring & Bankruptcy Practice. "Congratulations to the entire Greenberg Traurig team for working together to complete this significant restructuring." The Restructuring & Bankruptcy team was led by Pinkas with support from Shareholders Nathan Haynes, Brian E. Greer, and J. Gregory Milmoe, Of Counsel Leo Muchnik, and Associates Sara A. Hoffman, Emily D. Nasir, and Jessica M. Wolfert. The Capital Markets, Corporate, and Finance portions of the restructuring were handled by Rossell alongside Shareholders Oscar Stephens and Jared A. Hershberg, and Associates Marc Ochs and Igal Rojzman. About Greenberg Traurig Greenberg Traurig, LLP has more than 2650 attorneys in 47 locations in the United States, Europe and the Middle East, Latin America, and Asia. The firm is a 2022 BTI "Highly Recommended Law Firm" for superior client service and is consistently among the top firms on the Am Law Global 100 and NLJ 500. Greenberg Traurig is Mansfield Rule 6.0 Certified Plus by The Diversity Lab. The firm is recognized for powering its U.S. offices with 100% renewable energy as certified by the Center for Resource Solutions Green-e(R) Energy program and is a member of the U.S. EPA's Green Power Partnership Program. The firm is known for its philanthropic giving, innovation, diversity, and pro bono. Web: http://www.gtlaw.com. About Inversiones Latin America Inversiones Latin America Power Ltda. is a clean energy company that owns and operates wind generation plants with an aggregate installed capacity of 239.2 megawatts (MW) and is engaged in the generation of electricity business in northern Chile. Inversiones owns and operates two wind farm projects: (1) a 193.2 MW facility located in Freirina, Vallenar in the region of Atacama (the "San Juan Project"), currently the second largest wind farm project by capacity in Chile, and (2) a 46.0 MW facility located in Canela, in the region of Coquimbo (the "Totoral Project"). The San Juan Project has been fully operational since March 2017 and the Totoral Project has been fully operational since January 2010. Both wind projects are located in areas characterized for their strong and highly predictable wind resource. Inversiones Latin America Power Ltda. and affiliates San Juan S.A. and Norvind S.A. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 23-11891) on Nov. 30, 2023. Inversiones estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. The Hon. Judge John P. Mastando III is the case judge. The Debtors tapped GREENBERG TRAURIG, LLP as counsel, and LAZARD FRERES & CO. LLC as investment banker. BARROS, SILVA, VARELA & VIGIL ABOGADOS LIMITADA is the Chilean legal advisor. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. JAM PIZZA: Unsecured Creditors to Get 5 Cents on Dollar in Plan --------------------------------------------------------------- Jam Pizza, Inc., filed with the U.S. Bankruptcy Court for the Northern District of New York a Small Business Plan of Reorganization dated January 16, 2024. The Debtor is a corporation. Since 1997 the Debtor has been in the business of operating as a pizzeria, primarily catering to takeout and delivery. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $29,330.16. The final Plan payment is expected to be paid on April 1, 2029. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 5 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. Unsecured creditors will be paid a total of $10.00 which will be distributed pro rata to all allowed unsecured claims. It is anticipated that this will yield approximately 5 cents on the dollar of all allowed claims. This Class is impaired. The allowed unsecured and under secured claims total $59,538.62. Class 4 consists of equity security holders. Equity interest holders shall receive 100% of the shareholder interests in the reorganized debtor. A full-text copy of the Plan of Reorganization dated January 16, 2024 is available at https://urlcurt.com/u?l=PhtkGy from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Zachary D. McDonald, Esq. Orville & McDonald Law, PC 30 Riverside Dr. Binghamton, NY 13905 Telephone: (607) 770-1007 About Jam Pizza Jam Pizza, Inc., doing business as The Dough Boys Gourmet Pizzeria, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-30747) on Oct. 18, 2023. At the time of the filing, the Debtor reported up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Wendy A. Kinsella oversees the case. Zachary DeCurtis McDonald, of Orville & McDonald Law, PC, is the Debtor's legal counsel. JAMES AND JAN: Unsecureds Owed $820K Will Get 1% over 5 Years ------------------------------------------------------------- James and Jan, LLC, submitted an Amended Disclosure Statement describing Amended Subchapter V Plan dated January 16, 2024. This is a reorganizing plan that provides for payment to holders of allowed claims over time. The timing of plan payments to particular creditor groups will depend upon their classification under the Plan. Class 2(B) consists of Wilmington Savings Fund Society, FSB, not individually but solely in its capacity as Trustee of MNQM Trust 2020 c/o Select Portfolio Servicing, Inc. ("SPS") Secured Claim. The Allowed Secured Claim is to be paid at 4.5% fixed interest rate with payments calculated at a 480-month amortization schedule, with all outstanding amounts due in full on the maturity date January 1, 2060. Debtor will make interest only payments of $14,250.00. Debtor timely made the December 2023 payment for $14,250.00. Beginning December 1, 2026, Debtor will make principal and interest payments in the approximate amount of $17,587.83. Class 3 consists of General Unsecured Claims. The Debtor estimates that there are approximately $820,071.76 in general unsecured debts, which includes the undersecured $691,167.58 portion of SPS claim that pursuant to Plan Treatment Stipulation will be reduced to $0.00 upon confirmation of the plan. The distribution to allowed general unsecured claims will be made monthly with the first payment of $31.37 due on the effective date, followed by 59 consecutive payments, each in the amount of $31.37 to be paid pro-rata to each holder of allowed general unsecured claim. Class 3 will receive a total of approximately 1% of their claims in monthly payments over five-year period of the Amended Plan. This Class is impaired. The Debtor does not anticipate having financial problems with meeting its obligations under the proposed plan because the income to fund the plan will be coming from its principals, Jeanette and Robert Bisno, in a form of rental income and/or contribution to satisfy the proposed plan payments. Due to Mr. Bisno's business relationships JAJ3 Affiliate receives $112,500 per quarter, which amount is deposited into JAJ3 Affiliate's account and is available for contribution to the Debtor to assist with the plan payments. Further contribution is available from Bisno Management Co., LLC. Mr. Bisno is a practicing attorney and receives an average between $10,000 to $15,000 per month, which income is also available to assist the Debtor with the proposed plan payments. A full-text copy of the Amended Disclosure Statement dated January 16, 2024 is available at https://urlcurt.com/u?l=XzZjlV from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael Jay Berger, Esq. Sofya Davtyan, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd. 6th Floor Beverly Hills, CA 902 12-2929 Telephone: (310)271-6223 Facsimile: (310) 271-9805 E-mail: Michael.Bergerbankruptcypower.com Sofya.Davtyanbankruptcypower.com About James and Jan James and Jan, LLC, is engaged in real estate investments. The Debtor filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10155) on Jan. 11, 2023, with $1 million to $10 million in both assets and liabilities. Susan K. Seflin has been appointed as Subchapter V trustee. Judge Barry Russell oversees the case. The Debtor is represented by the Law Offices of Michael Jay Berger. JUBILEE INVESTMENTS: Hires Bankruptcy Legal Center as Counsel ------------------------------------------------------------- Jubilee Investments, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Bankruptcy Legal Center as its legal counsel. The firm's services include: a. provide the Debtor general legal advice with respect to its powers and duties in the continued operation of its business and management of its property; b. prepare legal papers; and c. perform all other legal services for the Debtor as Debtor-In-Possession which may be necessary. The firm will be paid at these rates: James F. Khan $495 per hour Krystal m. Ahart $395 per hour Paralegals $195 per hour As disclosed in court filings, Kahn & Ahart and its attorneys do not have connection with the creditors and any other party in interest or their respective attorneys. The firm may be reached at: James F. Kahn, Esq. Krystal M. Ahart, Esq. KAHN & AHART, PLLC BANKRUPTCY LEGAL CENTER(TM) 301 E. Bethany Home Rd., Suite C-195 Phoenix, AZ 85012-1266 Tel: 602-266-1717 Fax: 602-266-2484 Email: James.Kahn@azbk.biz Krystal.Ahart@azbk.biz About Jubilee Investments, LLC Jubilee Investments, LLC is a Limited Liability Company registered in the State of Nevada, which acquired 3 parcels of real property, located on Acorn Drive in Kingman, Arizona (the "Properties"). The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-07159) on Oct. 9, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Paul Sala oversees the case. German Yusufov, Esq., at Yusufov Law Firm, PLLC represents the Debtor as legal counsel. JW499 RANCHES: Hires Forshey & Prostok LLP as Counsel ----------------------------------------------------- JW499 Ranches, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Forshey & Prostok, LLP as counsel. The firm's services include: (a) advising the Debtor of its rights, powers and duties as debtor and debtor-in-possession continuing to operate and manage its business and assets; (b) advising the Debtor concerning, and assisting in the negotiation and documentation of, agreements, debt restructurings, and related transactions; (c) reviewing the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such liens; (d) advising the Debtor concerning the actions that they might take to collect and to recover property for the benefit of the Debtor's estate; (e) preparing on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, proposed orders, notices, and other documents, and reviewing all financial and other reports to be filed in this chapter 11 case; (f) advising the Debtor concerning, and preparing responses to, applications, motions, pleadings, notices and other papers that may be filed and served in this chapter 11 case; (g) counseling the Debtor in connection with the formulation, negotiation and promulgation of one or more plans of reorganization and related documents; (h) performing all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of this chapter 11 case or in the conduct of this bankruptcy case and the Debtor's business, including advising and assisting the Debtor with respect to debt restructurings, asset dispositions, and general business, tax, finance, real estate and litigation matters; and (i) all such other legal services as may be necessary or appropriate in connection with this bankruptcy case. The firm will be paid as follows: Jeff P. Prostok $795 per hour Dylan T.F. Ross $295 per hour Other Firm Attorneys $395 to $795 per hour Paralegals / Legal Assistants $175 to $255 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. The Debtor paid the firm a retainer of $7,500. Jeff Prostok, Esq., a partner at Forshey & Prostok, 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: Jeff P. Prostok, Esq. Dylan T.F. Ross, Esq. FORSHEY & PROSTOK LLP 777 Main St., Suite 1550 Ft. Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 Email: jprostok@forsheyprostok.com dross@forsheyprosto.com About JW499 Ranches, LLC JW499 Ranches, LLC in Austin, TX, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case No. 23-43723) on December 4, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Larry R. Stauffer as manager, signed the petition. Judge Mark X. Mullin oversees the case. FORSHEY PROSTOK LLP serve as the Debtor's legal counsel. KIDDE-FENWAL INC: Committee Hires Hilco as IP Valuation Advisor --------------------------------------------------------------- Kidde-Fenwal, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco Valuation Services, LLC as intellectual property valuation advisor to the Special Committee of the Board of Directors. The firm will provide these services: -- provide an opinion of the Fair Market Value of the intellectual property assets; -- familiarize itself to the extent it deems appropriate with the industry, business, operations, financial condition and prospects of the Debtor and the intellectual property; -- gather preliminary data, if available, directly from the financial statements and internally generated reports; interview key executive management to enable a full understanding of the income potential, related risks and/or operating costs of the intellectual property; -- review all existing licenses with respect to the intellectual property and any limitations on the Debtor's use of the intellectual property; -- review all received data and, if necessary, conduct follow-up discussions to clarify any ambiguous or incomplete information; review all assumptions and models in determining value conclusions; and -- produce a final valuation report (the "Valuation Report") that details the analyses and conclusions reached. The firm will be paid a one-time fee of $125,000, plus reimbursement of actual out of pocket costs and expenses. Sarah K. Baker, Vice President and Deputy General Counsel of Hilco Trading, LLC, the managing member and parent company of Hilco Valuation Services, LLC, 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: Sarah K. Baker HILCO VALUATION SERVICES, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel: (847) 509-1100 About Kidde-Fenwal, Inc. Kidde-Fenwal Inc. -- https://www.kidde-fenwal.com/ -- manufactures fire protection systems. It offers products such as fire control systems, explosion aircraft protection, laser-based smoke detection devices, electronic gas ignitions, and fire suppressions. Kidde-Fenwal markets its products to mining, manufacturing, education, and commercial sectors. Kidde-Fenwal sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10638) on May 14, 2023. In the petition filed by its chief transformation officer, James Mesterharm, the Debtor reported assets between $100 million and $500 million and estimated liabilities between $1 billion and $10 billion. The Debtor tapped Sullivan & Cromwell, LLP and Morris Nichols Arsht & Tunnell, LLP as legal counsels; and Guggenheim Securities, LLC, as investment banker. Stretto, Inc., is the claims and noticing agent and administrative advisor. KINGDOM EXPRESS: Case Summary & 14 Unsecured Creditors ------------------------------------------------------ Debtor: Kingdom Express, LLC 12901 Veta Rica Ave. El Paso TX 79938 Business Description: The Debtor provides dedicated transportation services. Chapter 11 Petition Date: January 19, 2024 Court: United States Bankruptcy Court Western District of Texas Case No.: 24-30051 Debtor's Counsel: Carlos Miranda, Esq. MIRANDA & MALDONADO, PC 5915 Silver Springs Bldg. 7 El Paso TX 79912 Tel: (915) 587-5000 Email: cmiranda@eptxlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Moises Vasquez as vice-president. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PFE6E7I/Kingdom_Express_LLC__txwbke-24-30051__0001.0.pdf?mcid=tGE4TAMA KNS HOLDCO: S&P Lowers ICR to 'SD' on Conversion of Term Loans -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based KNS Holdco LLC to 'SD' (selective default) from 'B-'. Its 'B-' issue-level rating on the company's first-lien secured debt remains on CreditWatch, where S&P placed it with negative implications on Dec. 22, 2023. S&P views the company's conversion of its existing term loans to PIK loans as tantamount to default. On Dec. 28, 2023, KNS entered into an agreement with its second-lien lenders to swap $27 million of its existing second-lien term loan for first-lien debt (pari passu with its $555 million outstanding first-lien term loan). This debt, along with the remaining $98 million second-lien term loan, will provide PIK interest at a rate of SOFR +975 basis points (bps) for the next six quarters before resuming cash interest payments in the second quarter of 2025. The same lenders have also provided $10 million of new money maturing April 2027 that will rank pari passu with KNS' first-lien debt and pay PIK interest at a rate of SOFR +975 bps. S&P said, "We believe that absent this transaction, which will saves the company about $27 million of cash interest payments through the first quarter of 2025, there was a realistic possibility that KNS would have faced a conventional default over the medium term, particularly given our view that weak demand for its products will likely persist. Despite the enhanced security position for the swapped portion of the term loans, we believe KNS' lenders were not adequately compensated for waiving their right to contractual cash interest payments. "We will reassess our issuer credit rating and issue-level ratings in the coming days." LD CONSTRUCTION: Hires Northwest Financial as Consultant -------------------------------------------------------- LD Construction, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Northwest Financial Consulting as consultant. The firm's services include: a. conduct a survey of the Debtor's books of account to accurately determine the Debtor's financial condition; b. prepare and provide the Debtor's management with financial statements for inclusion of the Plan; c. assist in the preparation of cashflow projections and analysis of operations and analysis of feasibility of the Debtor's Chapter 11 Plan; and d. work, consult, and negotiate with creditors, the Debtor and counsel on feasibility and financial issues relating to settlements and confirmation; e. provide testimony as an expert witness at the hearing set for confirmation of the Debtor's Chapter 11 Plan, and any other hearings where the consultant's testimony may be required in the Debtor's Chapter 11 case regarding the issues of the appropriate market rate of interest; and f. assist the Debtor and its counsel with adversary proceedings and provide testimony therein. The firm will be paid at the rate of $225 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor will pay the firm $2,500 on January 15, 2024, and $250 per month beginning February 15, 2024. J.T. Korkow, a member at Northwest Financial Consulting, 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: J.T. Korkow Northwest Financial Consulting 131 North State Highway Volborg, MT 59351 Phone: (406) 554-3123 Email: jtkorkow@yahoo.com About LD Construction, Inc. LD Construction Inc. is a construction company in Montana. LD Construction Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D Mont. Case No. 23-40063) on Sept. 15, 2023. In the petition filed by Brian D. Larson, as president, the Debtor estimated assets and liabilities between $1 million and $10 million. The Debtor is represented by Gary S. DEeschenes, Esq. of Deschenes & Associates Law Offices. LVL TECHNOLOGIES: Unsecureds to Get 10 Cents on Dollar in Plan -------------------------------------------------------------- LVL Technologies USA Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Subchapter V Plan of Liquidation dated January 16, 2024. The Debtor is a wholly owned subsidiary of MVL Vermogensverwaltung GmbH ("MVL"), a German corporation. Both the Debtor and MVL are affiliates of LVL Technologies GmbH & Co. KG ("LVL Germany"), a German corporation. LVL Germany manufactures and sells scientific equipment to domestic and international customers. The Debtor was formed on or about March 4, 2022 to provide technical and sales support to LVL Germany's customers in the United States. Creditors holding Allowed General Unsecured Claims will receive distributions, which the proponent of this Plan has valued at approximately 10 cents on the dollar. This Plan provides for the payment of Administrative Expense Claims, Priority Tax Claims, and Priority Claims in full on the effective date. As of the filing of this Plan, the Debtor has liquid assets in the form of cash on hand of approximately $24,549.14. To ensure that the Estate has sufficient funds to confirm this Plan, the Debtor has entered into a Settlement with MVL and LVL Germany. To the extent that the Court approves the Settlement, MVL and LVL Germany will contribute an additional $37,000.00 to the Estate on the effective date in exchange for a release of all Estate claims and causes of action. Contemporaneous with the filing of this Plan, the Debtor is filing a motion to approve the Settlement pursuant to Federal Rule of Bankruptcy Procedure 9019. This is a liquidating Plan. To the extent that the Court approves the Settlement with MVL and LVL Germany, the Debtor will have sufficient cash on hand on the effective date to pay all Allowed Administrative and Priority Claims, in full, on the effective date. Class 2 includes all Unsecured Claims. Class 2 is impaired by this Plan. Each Creditor holding an Allowed Unsecured Claim shall receive its Pro Rata Share of any funds available from the liquidation of the Debtor's assets as soon as practicable following the effective date and after payment in full of any Allowed Administrative Expense Claims, Priority Tax Claims, and Allowed Class 1 Claims, which Distributions shall be in full satisfaction of any liabilities of the Debtor and the Estate arising out of the Class 2 Claims. Class 3 includes Equity Security Holders of the Debtor. Class 3 is impaired by the Plan. Equity Security Holders shall retain their ownership in the Debtor. This is a liquidating Plan. The Debtor will utilize its cash on hand and the proceeds of its pending Settlement with MVL and LVL Germany to fund Distributions. A full-text copy of the Liquidating Plan dated January 16, 2024 is available at https://urlcurt.com/u?l=JgUL3A from PacerMonitor.com at no charge. Counsel to the Debtor: Erik Johanson, Esq. Joseph R. Boyd, Esq. Erik Johanson PLLC 3414 W. Bay to Bay Blvd., Suite 300 Tampa, FL 33629 Telephone: (813) 210-9442 Email: erik@johanson.law jr@johanson.law About LVL Technologies USA LVL Technologies USA Inc. was formed on or about March 4, 2022 to provide technical and sales support to LVL Germany's customers in the United States. The Debtor filed a voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 23-04652) on Oct. 18, 2023, with as much as $1 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Erik Johanson PLLC represents the Debtor as legal counsel. M & T REAL ESTATE: Unsecureds Will Get 50% of Claims over 60 Months ------------------------------------------------------------------- M & T Real Estate Group II, Inc., submitted a First Amended Disclosure Statement with respect to First Amended Plan of Reorganization dated January 16, 2024. The Debtor's Plan contemplates that the Debtor will retain, sale and/or refinance its 955 Commercial St NE, Conyers, Georgia property. If Debtor is able to restructure or refinance Skybeam's loan Debtor will continue to operate its business and will fund the plan with funds received from a refund from the Internal Revenue Service, income generated from business operations and from capital contributions from Debtor's principal. If the Property is sold, the proceeds of the sale will be used to pay creditors. If Skybeam's loan is refinanced, Debtor will pay creditors as proposed in its Chapter 11 Plan. Class 3.2 consists of Secured Claims. Skybeam Capital REIT LLC assert a claim against the Debtor pursuant an interest only note and deed to secure debt ("the note") on Debtor's commercial rental property 955 Commercial St NE, Conyers, Georgia 30094. As of January 2024, $38,249.61 in adequate protection payments have become due. The debtor has paid $12,865.63 and $25,383.98 is now due. On December 8, 2023, the Court entered an Order on Skybeam's Motion for Relief From Stay. Debtor's tenants learned in the pending foreclosure and withheld rental payments. Therefore, Debtor was unable to pay adequate protection payments of Skybeam as Ordered. * The note securing Skybeam's loan shall be modified. The modified note shall be amortized over a 30-year period at 4% interest with the unpaid balance if not sooner paid shall be due and payable in full on or before February 1, 2029. Beginning March 1, 2024, Skybeam shall be paid $3,821.89 per month. On or before November 15, 2028, Skybeam shall provide Debtor with the payoff of its loan which payoff figures shall include the $25,383.98 past due adequate protection payments if said payments remain unpaid on the due date of the modified note. The secured claim of the U.S. Small Business Administration ("SBA"). The SBA filed a secured claim in the amount of $134,903.00. The SBA shall be paid its regular monthly payment of $641.00 per month plus an additional $100.00 per month ($741.00) until any arrearages if any are paid in full and or until the SBA's loan is paid in full. Class 3.3 consists of General Unsecured Claims. Class 3.3 creditors shall be paid 50% of their respective claims over a 60-month period, beginning 30 days from the effective date of the plan, as full satisfaction of their respective claims. The allowed unsecured claims total $111,481.16. This Class is impaired. The Debtor will fund the Plan with monthly income from its rental property and capital contributions from its principal. Debtor will continue to market its property for sale and/or will seek to refinance its loan with Skybeam. The income received from sale and/or refinance will also fund the Plan. A full-text copy of the First Amended Disclosure Statement dated January 16, 2024 is available at https://urlcurt.com/u?l=kxWSrZ from PacerMonitor.com at no charge. Attorney for Debtor: Kenneth Mitchell, Esq. Giddens, Mitchell & Associates, PC 3951 Snapfinger Parkway, Suite 555 Decatur, GA 30035 Telephone: (770) 987-7007 Email: Gmapclawl@gmail.com About M & T Real Estate Group II M & T Real Estate Group II Inc., doing business as We Work For U Ga Conference Center, is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). M & T Real Estate Group II filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-52191) on March 6, 2023, with $1 million to $10 million in both assets and liabilities. Todd E. Hennings has been appointed as Subchapter V trustee. Judge Paul W. Bonapfel oversees the case. Kenneth Mitchell, Esq., at Giddens, Mitchell & Associates, PC, is the Debtor's legal counsel. M AND J HOME: Unsecured Creditors to Get 100 Cents on Dollar ------------------------------------------------------------ M AND J Home Improvement, Inc., filed with the U.S. Bankruptcy Court for the District of Massachusetts a Plan of Reorganization for Small Business dated January 16, 2024. The Debtor is a Massachusetts Corporation that was formed on June 1, 2011 by Matthew J. Sullivan. The Debtor is in the business of providing roofing services, consisting of the repair, replacement and construction for individuals' residential real estate. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $9,851.03, for FY2024, with an expected 4% growth rate year over year for the life of this Plan. The final Plan payment is expected to be paid on the date that is 60 months following the date of confirmation of the Plan. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors. This Class consists of 18 claims amounting to a total of $193,320.35. Allowed claims of unsecured creditors will be paid in full 100% at the completion of the Plan. This Class is unimpaired. Class 4 consists of Debtor's sole shareholder and president, Matthew J. Sullivan. The Debtor's principal's equitable interest in the Debtor remain unchanged. The Plan will be implemented by the Debtor making a series of monthly payments to the Subchapter V Trustee, who shall be the distribution agent for all payments made to Administrative Expense Claim and creditors in Classes 1, 2 and 3 of this Plan ("Payment Recipients"). A full-text copy of the Plan of Reorganization dated January 16, 2024 is available at https://urlcurt.com/u?l=PRvKce from PacerMonitor.com at no charge. About M & J Home Improvement M & J Home Improvement, Inc. is in the business of providing roofing services, consisting of the repair, replacement and construction for individuals' residential real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-40874) on October 20, 2023. In the petition signed by Matthew Sullivan, manager, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Elizabeth D. Katz oversees the case. Christopher L. Murray, Esq., at Murray Law Firm, P.C., represents the Debtor as legal counsel. MAVERICK HOLDCO: S&P Affirms 'B-' ICR on Operational Improvement ---------------------------------------------------------------- S&P Global Ratings affirm all its ratings on Maverick Holdco Inc. (doing business as Mitratech), including its 'B-' issuer credit rating. S&P's 'B-' issue-level rating and '3' recovery ratings on the first-lien debt remains unchanged. The stable outlook reflects S&P's view that the company will improve its operating performance, supported by the integration of its acquisitions and good organic growth. Mitratech announced its plan to raise a $53.6 million new incremental second-lien term loan with a partial payment-in-kind (PIK) option, $188.7 million new PIK preferred equity, $50 million incremental first-lien term loan, and $161.4 million of new cash, as well as roll over equity to fund two proposed acquisitions. The debt-funded acquisitions will keep Mitratech's leverage elevated. S&P said, "We expect its leverage to increase and remain elevated above 10x in the next two years from the additional debt and the preferred equity, which we treat as debt. Mitratech is issuing incremental capital, which it will use to fund two acquisitions. Given the sizable nature of the acquisitions, the incremental debt will weigh on the company's capital structure. We also believe the company will maintain its debt-funded acquisitive strategy in the highly fragmented legal, risk & compliance, and human resource sectors. We forecast negligible free operating cash flow (FOCF) generation from the incremental interest expense. Due to the rise in borrowing costs, the additional debt will increase Mitratech's interest expense by about $25 million. The company is benefitting temporarily from the PIK feature of the second-lien debt, although its debt burden increases as noncash interest expense accumulates. We forecast negligible FOCF generation in the next two years as the acquisition-related earnings are not enough to offset the effects of incremental debt." The acquisitions improve Mitratech's business diversification, but integration risks remain. S&P said, "Mitratech has persisted with its acquisitive growth strategy, which we expect to contribute to double-digit percent revenue growth in the next two years. We believe the company's expansion of its human resources segment will improve its scale and diversify its revenue base away from enterprise legal management (ELM). Mitratech has a history of successfully integrating acquisitions, but we believe there are risks that the company may not realize its projected synergies given the size and frequent occurrences of large transactions. Mitratech's scale and scope lag its peers." The company has made 10 acquisitions since its leveraged buyout and has scaled substantially, but it remains smaller than larger peers and its product offering remains fairly limited. A substantial share of its revenues still come from ELM, and S&P believes its operations will continue to lag those of its larger, more diverse peers, such as Wolter Kluewer N.V. and Thomson Reuters Corp. The stable outlook reflects S&P's belief that Mitratech's operating performance will improve, supported by acquisition synergies and price increases. It forecasts leverage will remain above 10x. Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. MEDASSETS SOFTWARE: Eaton Vance EFR Marks $600,000 Loan at 39% Off ------------------------------------------------------------------ Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $600,000 loan extended to MedAssets Software Intermediate Holdings, Inc., to market at $364,650 or 61% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Second Lien Term Loan (SOFR + 6.75%) to MedAssets. The loan accrues interest at a rate of 12.189% per annum. The loan matures on December 17, 2029. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place Boston, MA 02110 Headquartered in Alpharetta, Ga., MedAssets Software Intermediate Holdings, Inc. (dba nThrive) provides healthcare revenue cycle management software-as-a-service (SaaS) solutions, including patient access, charge integrity, claims management, contract management, analytics and education. MEDASSETS SOFTWARE: Eaton Vance EFR Marks $936,000 Loan at 21% Off ------------------------------------------------------------------ Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $936,000 loan extended to MedAssets Software Intermediate Holdings, Inc., to market at $742,751 or 79% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Term Loan (SOFR + 4.00%) to MedAssets. The loan accrues interest at a rate of 9.439% per annum. The loan matures on December 18, 2028. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place Boston, MA 02110 Headquartered in Alpharetta, Ga., MedAssets Software Intermediate Holdings, Inc. (dba nThrive) provides healthcare revenue cycle management software-as-a-service (SaaS) solutions, including patient access, charge integrity, claims management, contract management, analytics and education. METAVINE INC: Hires DTO Law as Special SEC Counsel -------------------------------------------------- Metavine, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ DTO Law as special counsel. The Debtor needs the firm's legal assistance in connection with a case (Case No. 5:22-cv-00076) filed in the United States District Court for the Northern District of California by the U.S. Securities and Exchange Commission. The firm will be paid at these rates: Justin T. Goodwin, Partner $1,155 per hour Alison D. Kehner, Partner $985 per hour Andrea Maddox, Associate $705 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In the year prior to the Petition Date, the Debtor paid the firm $467,452.40 for legal services rendered to the Debtor in the SEC Action. Justin T. Goodwin, Esq., a partner at DTO 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 at: Justin T. Goodwin, Esq. DTO LAW 601 S. Figueroa Street, Suite 2130 Los Angeles, CA 90017 Tel: (213) 335-6999 About Metavine, Inc. Metavine delivers a no-code digital agility platform and has successfully acquired enterprise customers in a range of industries, including Internet-of-Things (IoT), banking, healthcare, telematics, and sales and marketing. Metavine brings an innovative approach to the application lifecycle by enabling companies to achieve cloud-first digital agility, thereby reducing time to marketing, optimizing utilization of resources, and rapidly innovating and delivering disruptive business solutions. Metavine, Inc. in Covina, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10025) on January 3, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Angel Orrantia as chief executive Officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. serve as the Debtor's legal counsel. DTO LAW as co-counsel. METAVINE INC: Taps Levene Neale Bender as Bankruptcy Counsel ------------------------------------------------------------ Metavine, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Levene, Neale, Bender, Yoo & Golubchik L.L.P. as its general bankruptcy counsel. The firm's services include: a. advising the Debtor with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee as they pertain to the Debtor; b. advising the Debtor with regard to certain rights and remedies of its bankruptcy estate and the rights, claims, and interests of creditors; c. representing the Debtor in any proceeding or hearing in the Bankruptcy Court involving its estate unless the Debtor is represented in such proceeding or hearing by other special counsel; d. conducting examinations of witnesses, claimants or adverse parties and representing the Debtor in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of LNBYG's expertise or which is beyond LNBYG's staffing capabilities; e. preparing and assisting the Debtor in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtor's use, sale or lease of property outside the ordinary course of business; f. representing the Debtor with regard to obtaining use of debtor-in-possession financing and/or cash collateral including but not limited to, negotiating and seeking Bankruptcy Court approval of any debtor-in-possession financing and/or cash collateral pleading or stipulation and preparing any pleadings relating to obtaining use of debtor-in-possession financing and/or cash collateral; g. assisting the Debtor in any asset sale process; h. assisting the Debtor in negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan; and i. performing any other services which may be appropriate in the firm's representation of the Debtor during its bankruptcy case. The firm will be paid at these rates: Attorneys $495 to $725 per hour Paraprofessionals $300 per hour Ron Bender $725 per hour Todd Arnold $695 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. During the one-year period prior to the Petition Date, the Debtor paid the total sum of $51,748 to the firm, which constituted a pre-bankruptcy retainer for legal services in contemplation of and in connection with the Debtor’s chapter 11 case. Ron Bender, Esq., a managing partner at Levene, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ron Bender, Esq. Levene, Neale, Bender, Yoo & Golubchik, LLP 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: rb@lnbyg.com About Metavine, Inc. Metavine delivers a no-code digital agility platform and has successfully acquired enterprise customers in a range of industries, including Internet-of-Things (IoT), banking, healthcare, telematics, and sales and marketing. Metavine brings an innovative approach to the application lifecycle by enabling companies to achieve cloud-first digital agility, thereby reducing time to marketing, optimizing utilization of resources, and rapidly innovating and delivering disruptive business solutions. Metavine, Inc. in Covina, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10025) on January 3, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Angel Orrantia as chief executive Officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. serve as the Debtor's legal counsel. DTO LAW as co-counsel. MI WINDOWS: S&P Places 'B+' ICR on Watch Pos. on PGT Acquisition ---------------------------------------------------------------- S&P Global Ratings placed all its ratings on U.S. manufacturer MI Windows and Doors LLC, d/b/a MITER Brands, including its 'B+' issuer credit rating, on CreditWatch with positive implications to acknowledge the potential for an upgrade should the acquisition ultimately be funded such that we forecast leverage to be below 4x EBITDA. S&P said, "At the same time, we assigned a new management and governance (M&G) assessment of neutral to MI Windows & Doors in accordance with the Jan. 7 publication of S&P Global Ratings' revised criteria for evaluating the credit risks presented by an entity's M&G framework. "We placed all of our ratings on MI Windows & Doors on CreditWatch with positive implications. These include our 'B+' issuer credit rating, our 'BB' issue rating on the company's secured debt issued by MI Windows and Doors and its subsidiary MWD Holdco II LLC, and our 'B' rating on the senior unsecured debt issued by the same subsidiary." MI Windows and Doors announced it has agreed to acquire competitor PGT Innovations Inc. for approximately $3.1 billion. S&P said, "The combination of the two competitors supports our overall view of business risk as fair. We estimated the combined company will generate well over $3 billion of revenue annually. Improved scale and product share should provide some purchasing and distribution advantages. "MI Windows and Doors' leverage provides a degree of capacity for additional debt. Debt to EBITDA has been at or only slightly above 2x recently. While the ultimate financing of this acquisition is uncertain, we could take a more favorable view of financial risk if it is ultimately funded with sufficient equity to maintain debt to EBITDA below 4x. "S&P Global Ratings assigned a new M&G modifier assessment of neutral to MI Windows and Doors. The action follows the revision to our criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. "We will resolve our CreditWatch listing when the transaction closes, which the company expects to occur in the middle of 2024. We could raise our issuer credit rating if we forecast leverage to remain below 4x EBITDA at that time. Upgrades of the secured and unsecured debt would be further predicated on our recovery estimates for the respective securities remaining relatively unchanged from current levels. Alternatively, we could resolve the CreditWatch placement, maintain the current 'B+' issuer credit rating, and assign a stable outlook if we forecast leverage to be in the 4x to 5x range." MULLEN AUTOMOTIVE: Widens Net Loss to $1-Bil. in Fiscal Year 2023 ----------------------------------------------------------------- Mullen Automotive Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $1.01 billion on $366,000 of vehicle sales for the year ended Sept. 30, 2023, compared to a net loss of $740.32 million on $0 of vehicle sales for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $421.71 million in total assets, $148.90 million in total liabilities, and $272.81 million in total stockholders' equity. Larkspur, California-based RBSM LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has an accumulated deficit, recurring losses, and expects continuing future losses. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Liquidity and Capital Resources Mullen stated, "To date, we have yet to generate any significant revenue from our business operations. We have funded our capital expenditure and working capital requirements through the sale of equity securities...Our ability to successfully expand our business will depend on many factors, including our working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations. "The Company's principal source of liquidity consists of existing cash and restricted cash of approximately $155.7 million as of September 30, 2023. During the twelve months ended September 30, 2023, the Company used approximately $179.2 million of cash for operating activities. The net working capital on September 30, 2023 was positive and amounted to approximately $58.5 million, or approximately $133.3 million after excluding derivative liabilities and liabilities to issue stock that are supposed to be settled by issuing common stock without using cash. For the year ended September 30, 2023, the Company has incurred a net loss of $1,006.7 million and, as of September 30, 2023, our accumulated deficit is $1,862.2 million. "The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt, or entering other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. However, given the impact of the economic downturn on the U.S. and global financial markets, the Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all. "Despite these efforts, there can be no assurance that our plans will be successful in alleviating the substantial doubt about our ability to continue as a going concern." Management Comments Commenting on fiscal year 2023 and recent Company developments, CEO and chairman David Michery stated, "Mullen has initiated production in Tunica and rolled out a significant number of vehicles in support of customer orders of Class 1 EV vans and Class 3 EV trucks and hurdled critical milestones of securing federal ('NHTSA' and 'EPA') certification and IRS approval for tax credits. We completed a strategic purchase of EV battery pack manufacturing assets and showcased our innovations across the U.S. on the second leg of the 'Strikingly Different' Test Drive Tour. Mullen is accelerating toward a promising future, both on the road and in the market." Impairment of Assets "It was a year of significant headwinds in the equity market for electric vehicle manufactures with a majority seeing a significant decrease in market values during 2023. Mullen was no exception, and the decreased market value was the primary cause of NON-CASH write-downs of certain assets. We recorded $64.0 million of Bollinger goodwill impairment for twelve months ended Sept. 30, 2023, primarily due to unfavorable market conditions and the decline of market price of the Company's common stock. We recorded $14.8 million write-downs of property, plant and equipment and other non-current assets. We also recorded $5.9 million in intangible asset write-downs due to unfavorable market conditions and decline of the market price of the Company's common stock. This write-down was primarily for engineering designs for assets purchased out of the ELMS bankruptcy," said Jonathan New, chief financial officer of Mullen Automotive. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001499961/000155837024000312/muln-20230930x10k.htm About Mullen Mullen Automotive Inc., f/k/a Net Element Inc., is a Southern California-based automotive company building the next generation of electric vehicles that will be manufactured in two Company-owned United States-based assembly plants. Mullen's EV development portfolio includes the Mullen FIVE EV Crossover, Mullen-GO Commercial Urban Delivery EV, Mullen Commercial Class 1-3 EVs and Bollinger Motors, which features both the B1 and B2 electric SUV trucks and Class 4-6 commercial offerings. On Sept. 7, 2022, Bollinger Motors became a majority-owned EV truck company of Mullen Automotive, and on Dec. 1, 2022, Mullen closed on the acquisition of all of Electric Last Mile Solutions' ("ELMS") assets, including all IP and a 650,000-square-foot plant in Mishawaka, Indiana. NEO ACCOUNTING: Files Amendment to Disclosure Statement ------------------------------------------------------- Neo Accounting & Tax Services, LLC, et al., submitted an Amended Disclosure Statement for the First Amended Plan of Reorganization. During the post-petition period, the Debtors have continued to operate and manage their businesses. During their operation under protection of the Bankruptcy Court, the Debtors also have taken significant steps toward reorganizing their finances. The Debtors reduced operating costs during their chapter 11 case. This enabled the Debtors to pay adequate protection payments to KeyBank NA and pay additional expenses related to their Chapter 11 Case. The Debtors have returned to profitability and will be able to make a meaningful distribution to its unsecured creditors. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors: * Class B Unsecured Claims of NEO Accounting & Tax Services, LLC. Each holder of a Class B Allowed Claim shall receive in full satisfaction of its Allowed Class B Claim Distributable Cash from the Debtors plus the new value contribution from Brett Mangon. The payment by the Debtors to holders of Allowed Class B Claims shall be made in 5 annual payments beginning in the first year following the Effective Date, but in no event, commencing later than June 30, 2024, and on the 30th day of June each year thereafter. Total payments of Distributable Cash shall be not less than $187,262.00, plus the new value contribution by Brett Mangon, less administrative expenses of the Chapter 11 Case over the term of the Plan. Should any holder of an Allowed Class A-1 through A-4 Claim become entitled to participate in payment of Distributable Cash, then each holder of an Allowed Class B Claim will receive payments of a Pro Rata portion of Distributable Cash thereafter. * Class C Unsecured Claims of Pearl Road Real Property, LLC. Each holder of a Class C Allowed Claim shall receive no distributions under this Plan because the Debtor Pearl Road Real Estate, LLC is projected to have no net income during the term of the Plan. Each holder of an Allowed Interest shall retain such Interest in exchange for $10,000.00 contributed to the Plan as follows: $2,500.00 paid on the Effective Date and $2,500.00 every 120 days thereafter until $10,000.00 paid as additional Distributable Cash. Cash necessary for distributions under the Plan will be generated from the Debtors' postpetition income, Mr. Mangon's new value contribution, and proceeds, if any, from sales of assets, and proceeds of Avoidance Actions. The Debtors estimate that distributions under the Plan for Administrative Claims and Priority Tax Claims will require not less than $10,000.00. Accordingly, the Debtors expect that they will be able to make all payments required under the Plan to the holders of Allowed Claims in Classes A through C. The Debtors anticipate that they will have sufficient funds to make all of the distributions to holders of Administrative Claims on the effective date. The funds for such distributions and funds for distributions to holders of Allowed Class B Claims will come from the proceeds of the Debtors' ordinary income, proceeds from sales of property, and proceeds of Avoidance Actions, if any, and paid over time. A full-text copy of the Amended Disclosure Statement dated January 16, 2024 is available at https://urlcurt.com/u?l=sWils4 from PacerMonitor.com at no charge. Counsel for the Debtors: Anthony J. DeGirolamo, Esq. 3930 Fulton Dr., Ste. 100B Canton, OH 44718 Tel: (330) 305-9700 Fax: (330) 305-9713 E-mail: tony@ajdlaw7-11.com About NEO Accounting & Tax Services NEO Accounting & Tax Services LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-50868) on June 27, 2023. In the petition signed by Brett J. Mangon, managing member, the Neo disclosed $1,255,817 in total assets and $4,188,118 in total liabilities. Judge Alan M. Koschik oversees the case. Anthony J. DeGirolamo, Esq., at Anthony J. DeGirolamo, Attorney at Law, is the Debtor's legal counsel. NUZEE INC: Posts $8.75 Million Net Loss in FY Ended Sept. 30 ------------------------------------------------------------ Nuzee, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $8.75 million on $3.35 million of net revenues for the year ended Sept. 30, 2023, compared to a net loss of $11.80 million on $3.11 million of net revenues for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $4.44 million in total assets, $2.77 million in total liabilities, and $1.67 million in total stockholders' equity. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations that raises substantial doubt about its ability to continue as a going concern. NuZee said, "Since our inception in 2011, we have incurred significant losses, and as of September 30, 2023, we had an accumulated deficit of approximately $73.4 million. We have not yet achieved profitability and anticipate that we will continue to incur significant sales and marketing expenses prior to recording sufficient revenue from our operations to offset these expenses. In the United States, we expect to incur additional losses because of the costs associated with operating as an exchange-listed public company. We are unable to predict the extent of any future losses or when we will become profitable, if at all. "To date, we have funded our operations primarily with proceeds from registered public offerings and private placements of shares of our common stock. Our principal use of cash is to fund our operations, which includes the commercialization of our single serve coffee products, the continuation of efforts to improve our products, administrative support of our operations and other working capital requirements. "As of September 30, 2023, we had a cash balance of $1.37 million. Considering our current cash resources and our current and expected levels of operating expenses for the next twelve months, we expect to need additional capital to fund our planned operations for at least twelve months from January 12, 2024. This evaluation is based on relevant conditions and events that are currently known or reasonably knowable. A reduction in consumer demand for, or revenues from the sale of, our coffee products could further constrain our cash resources. We have based these estimates on assumptions that may prove to be wrong, and our operating projections, including our projected revenues from sales of our coffee products, may change as a result of many factors currently unknown to us." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1527613/000149315224002501/form10-k.htm About NuZee NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for single serve coffee formats that partners with companies to help them develop within the single serve and private label coffee category. Nuzee reported a net loss of $11.80 million for the year ended Sept. 30, 2022, a net loss of $18.55 million for the year ended Sept. 30, 2021, a net loss of $9.52 million for the year ended Sept. 30, 2020, and a net loss of $12.21 million for the year ended Sept. 30, 2019. OAK-BARK CORP: Taps G. Grady Richardson as Special Counsel ---------------------------------------------------------- Oak-Bark Corporation seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ The Law Offices of G. Grady Richardson, Jr., P.C. as special counsel. The Debtor needs the firm's legal assistance in connection with a potential lawsuit against Entegris, Inc., related to its breach of the promissory note. The firm will be paid a contingent fee of 28 percent of any and all money collected from Entegris, Inc. related to the adjudication of its debt to the Debtor. The firm was also paid an upfront, non-refundable flat fee payment of $40,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. G. Grady Richardson, Jr., Esq. 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: G. Grady Richardson, Jr., Esq. THE LAW OFFICES OF G. GRADY RICHARDSON, JR., P.C. 1908 Eastwood Rd., Ste 224 Wilmington, NC 28403 Tel: (910) 509-7166 Email: grady@ggrlawoffice.com About Oak-Bark Corporation Oak-Bark Corporation owns five properties in Riegelwood, N.C., having a total current value of $1.66 million. Oak-Bark filed its voluntary Chapter 11 petition (Bankr. E.D.N.C. Case No. 23-03351) on Nov. 17, 2023, with $3,424,421 in assets and $190,422 in liabilities. William E. Oakley, chairman, signed the petition. Judge Joseph N. Callaway presides over the case. George M. Oliver, Esq., at The Law Offices of Oliver & Cheek, PLLC represents the Debtor as bankruptcy counsel. OCEAN HARBOR: A.M. Best Affirms FS B(Fair) Rating ------------------------------------------------- AM Best has revised the outlooks to negative from stable for the Long-Term Issuer Credit Ratings (Long-Term ICR) and affirmed the Financial Strength Rating (FSR) of B (Fair) and the Long-Term ICRs of "bb+" (Fair) of Ocean Harbor Casualty Insurance Company (OHCIC) (Tallahassee, FL) and its affiliates, Great Northwest Insurance Company (GNIC) (St. Paul, MN) and Hawaiian Insurance and Guaranty Insurance Company, Limited (HIG) (Honolulu, HI). The outlook of the FSR is stable. These Credit Ratings (ratings) reflect OHCIC's balance sheet strength, which AM Best assesses as weak, as well as its adequate operating performance, neutral business profile and appropriate enterprise risk management (ERM). The negative outlooks on the Long-Term ICRs reflect the continued deterioration of the group's rating fundamentals and weakening level of risk-adjusted capitalization, as well as its operating performance, while recognizing the company's appropriate ERM as the group addresses its tail and largest risks through reinsurance and sophisticated modeling. OHCIC is an automobile and homeowners' carrier, which writes predominantly non-standard private passenger automobile coverage in Florida and California and homeowners' coverage in 10 states. OCEAN POWER: Announces Progress on Shift to Commercialization ------------------------------------------------------------- Ocean Power Technologies, Inc. announced it has completed several previously announced milestones and initiatives -- including reallocation of headcount towards commercialization -- that it believes will enhance shareholder value. OPT now has fully commercialized customer solutions, a robust pipeline, and several recent commercial wins. The Company now expects to achieve profitability in calendar year 2025. OPT CEO and president Dr. Philipp Stratmann commented: "Now that OPT's research and development phase has been substantially completed, we have reallocated headcount towards execution and commercialization and are fully focused on this next phase of the Company's evolution. As we have consistently stated, we are seeing meaningful progress in orders, pipeline, and backlog across our business. Despite current economic headwinds, we have built a cutting-edge suite of products that we believe will be the basis for our current and future commercial success and that will help drive profitability in calendar year 2025. We are fully committed to executing our strategy to generate value for all shareholders." As part of the Company's transition, OPT has divested its strategic consulting team so that it can more fully focus its efforts and resources on commercialization – particularly for the national security and defense markets. In addition to the divesture, the Company also announced that recent achievements in R&D, such as the WAM-V charging demonstration and the Mass-On-Spring-Wave-Energy-Converter (MOSWEC) developments, have enabled additional reallocation of headcount and a material reduction in third-party expenditure. As a result, more than 50% of OPT's employees are now dedicated to customer delivery. OPT expects that recent meaningful contract wins, the growth in OPT's commercial pipeline, the cessation of material R&D efforts, and the corresponding savings from the divestiture of its consulting team and reduction of its engineering team will enable it to reach profitability during calendar year 2025 using current capital resources. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- @ www.oceanpowertechnologies.com -- provides ocean data collection and reporting, marine power, offshore communications, and Maritime Domain Awareness ("MDA") products and consulting services. The Company offers its products and services to a wide-range of customers, including those in government and offshore energy, oil and gas, construction, wind power and other industries. The Company is involved in the entire life cycle of product development, from product design through manufacturing, testing, deployment, maintenance and upgrades, working closely with partners across its supply chain. Ocean Power reported a net loss of $26.33 million for the fiscal year ended April 30, 2023, a net loss of $18.87 million for fiscal year ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. OLYMPUS WATER: S&P Rates $796MM Senior Secured Term Loan 'B-' ------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Olympus Water US Holding Corp.'s $796 million first-lien senior secured term loan. Olympus Water US Holding Corp. is a debt-issuing subsidiary of Solenis Holding Ltd., which is headquartered in Wilmington, Del. and is a producer of specialty chemicals, sanitation solutions, chemical and equipment technologies, and related services. The company will use the proceeds to refinance all of its outstanding $500 million incremental term loan B due November 2028 and $296 million incremental term loan B due November 2028. The term loans were issued at Olympus Water US Holding Corp. All ratings including the 'B-' issuer credit rating, are unchanged. OPTIMUS BUILDING: Hires Waldrep Wall Babcock as Counsel ------------------------------------------------------- The Optimus Building, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Waldrep Wall Babcock & Bailey PLLC as counsel. The firm's services include: (a) advising the Debtor with respect to its powers and duties as a debtor-in-possession in the continued operation of its business; (b) advising the Debtor with respect to all general bankruptcy matters; (c) preparing on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of its estate; (d) representing the Debtor at all hearings on matters relating to its affairs and interests as a debtor-in-possession before this Court, and protecting the interests of the Debtor; (e) prosecuting and defending litigated matters that may arise during the case, including such matters as may be necessary for the protection of the Debtor's rights, the preservation of estate assets, or the Debtor's successful reorganization; (f) preparing and filing a disclosure statement and negotiating, presenting and implementing a plan of reorganization; (g) assisting and advising the Debtor with regard to communications to the general creditor body or other parties-in-interest regarding any matters concerning the case; (h) negotiating appropriate transactions and preparing any necessary documentation related thereto; (i) representing the Debtor on matters relating to the assumption or rejection of executor contracts and unexpired leases; and (j) performing all other legal services as may be required and in the interest of the Debtor, including but not limited to the commencement and pursuit of such adversary proceedings as may be authorized. The firm will be paid at these rates: James C. Lanik (Partner) $485 per hour Jennifer B. Lyday (Partner) $435 per hour Ciara L. Rogers (Partner) $425 per hour Diana Santos Johnson (Associate) $375 per hour Josh Plummer (Associate) $245 per hour Marybeth Ford (Paralegal) $220 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $21,738. James C. Lanik, Esq., a partner at Waldrep Wall Babcock & Bailey PLLC, 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: James C. Lanik, Esq. Ciara Rogers, Esq. Jennifer B. Lyday, Esq. WALDREP WALL BABCOCK & BAILEY PLLC 370 Knollwood Street, Suite 600 Winston-Salem, NC 27103-1864 Tel: (336) 722-6300 Tel: (336) 722-1993 Email: notice@waldrepwall.com About The Optimus Building, LLC The Optimus Building, LLC in Charlotte, NC, filed its voluntary petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 23-30866) on December 7, 2023, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Tara Ellerbe as managing member, signed the petition. Judge Laura T. Beyer oversees the case. WALDREP WALL BABCOCK & BAILEY PLLC serve as the Debtor's legal counsel. PECF USS: BlackRock MSIT Marks $262,000 Loan at 25% Off ------------------------------------------------------- BlackRock MSIT Ltd has marked its $262,000 loan extended to PECF USS Intermediate Holding III Corp to market at $197,171 or 75% of the outstanding amount, as of October 30, 2023, according to a disclosure contained in BlackRock MSIT's Form 10-K for the Fiscal year ended October 30, 2023, filed with the Securities and Exchange Commission. BlackRock MSIT is a participant in a Term Loan B to PECF USS Intermediate Holding III Corp. The loan accrues interest at a rate of 9.89% (3-mo. CME Term SOFR at 0.50% Floor + 4.25%) per annum. The loan matures on December 15, 2028. BlackRock Multi-Sector Income Trust is registered under the Investment Company Act of 1940. BlackRock Multi-Sector Income Trust is registered as a diversified, closed-end management investment company. BlackRock Multi-Sector is organized as a Delaware statutory trust & determines and makes available for publication the net asset value of its Common Shares on a daily basis. PECF USS Intermediate Holding III Corporation is the issuing entity for a debt extended to United Site Services Inc., a provider of portable sanitation and related site services. PERSONALIZED HEALTH: Unsecured Creditors to Split $10K in Plan -------------------------------------------------------------- Personalized Health Solutions, LLC, filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization dated January 16, 2024. Principal, Kerry Gustafson started Personalized Health Solutions (herein "PHS") as a solo practitioner in March 2012. Ms. Gustafson is dual credentialed as a certified athletic trainer and a licensed massage therapist. Through 2014 PHS operated out of space located in the Bellingham Herald Building after which the company was rebranded as Prime Massage and Sports Medicine and relocated to a small office rented from Erik DeRoche, owner of Performance Health Northwest. In 2018, the company obtained SBA financing and moved to its current location at 1704 N. State Street, Bellingham, WA 98225. When the COVID pandemic began in early 2020 the company was under state mandates for social distancing, isolation protocols and closure orders. All in-person fitness classes were canceled, and the company began offering online virtual classes which did not prove to be financially successful. Following the shutdown, the company has continued to operate but has been unable to effectively manage its debt. Facing mounting collection pressure from creditors, the debtor filed for protection under Chapter 11, Subchapter V, in order to remain in business. This Plan provides for unclassified administrative claims, two classes of secured claims, and one class of unsecured claims, and no classes of equity security holders. Class 3 consists of general unsecured claims. Each holder of an allowed general unsecured claim will be paid a prorata share of $10,000.00. This Class is impaired. Kerry Gustafson holds a 100% member interest in the Debtor which will be retained until payments provided for in the Plan are paid in full. It is anticipated the Debtor's fixed expenses will remain relatively constant moving forward with variable expenses increasing proportionately with revenue. The Plan will be funded with revenue from the Debtor's operation. A full-text copy of the Plan of Reorganization dated January 16, 2024 is available at https://urlcurt.com/u?l=fn0rm5 from PacerMonitor.com at no charge. Attorney for Debtor: Jennifer L. Neeleman, Esq. NEELEMAN LAW GROUP, P.C. 1403 8th Street Marysville, WA 98270 Tel: (425) 212-4800 Fax: (425) 212-4802 Email: courtmail@expresslaw.com About Personalized Health Solutions Personalized Health Solutions, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11971-CMA) on Oct. 16, 2023. In the petition signed by Kerry Gustafson, managing member, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., is the Debtor's legal counsel. PONCE BAKERY: Amends Banco Popular's Secured Claim Pay ------------------------------------------------------ Ponce Bakery, Inc., submitted a Second Amended Disclosure Statement describing Second Amended Plan dated January 16, 2024. The Amendments include income and expense projections for the twelve-month period ending May, 2024; further clarifies the treatment proposed to Banco Popular's Secured Claim, distributions proposed to Secured, Priority and Unsecured creditors. This Second Amended Plan of Reorganization proposes to pay all creditors of the Debtor from its monthly income 100% of allowed claims. Class 2C consists of the Secured Claim of Banco Popular de PR ("BPPR"). The Debtor will sell part of one of its two properties located at Santa Isabel, PR, for an estimated $125,000.00 which will reduce the secured claim to $126,707.12, with proceeds to attach to the creditor. The balance due will be paid in 96 equal installments of $1,544.47 which includes 4% annual interest. The debtor will commence adequate protection payments of $850.00 until the property is sold. The debtor proposes to sell the property by June, 2024. Like in the prior iteration of the Plan, General Unsecured Claims shall receive 60 monthly payments of $654.44, including 3% interest per annum with a total payout of $39,266.40. Payments and distributions under the Plan will be funded from the debtor's post-petition income from the operation of the business. The Plan Proponent believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. The debtor's current rental income shows that it will be able to finance the payments to be made under the approved plan. It also shows that it has enough funds on and the sources of that cash that it have available after the plan is approved. Total distributions of the approved plan is $3,572.43 per month to all creditors, Secured, Priority and Unsecured. The plan contemplates adequate protection payments to BPPR of $850.00 for six months after the plan is approved. A full-text copy of the Second Amended Disclosure Statement dated January 16, 2024 is available at https://urlcurt.com/u?l=oHSl35 from PacerMonitor.com at no charge. Counsel for Debtor: Modesto Bigas Mendez, Esq. PO Box 7462 Ponce, PR 00732-746 Tel: (787) 844-1444 Fax: (787) 842-4090 E-mail: mbigasmendez @ gmail.com About Ponce Bakery Ponce Bakery, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01719) on June 5, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. The Debtor tapped Modesto Bigas-Mendez, Esq., at Modesto Bigas Law Office as bankruptcy counsel, and Cynthia Garcia Fraticelli as accountant. PRETIUM HOLDINGS: Eaton Vance EFR Marks $300,000 Loan at 56% Off ---------------------------------------------------------------- Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $300,000 loan extended to Pretium PKG Holdings, Inc., to market at $133,125 or 44% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Second Lien Term Loan, (SOFR + 6.75%) to Pretium PKG Holdings. The loan accrues interest at a rate of 12.20% per annum. The loan matures on October 1, 2029. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Two International Place Eaton Vance Senior Floating-Rate Trust Boston, MA 02110 Pretium Packaging is a full-service designer and manufacturer of rigid packaging solutions for specialized applications with small to mid-sized production volumes. PRETIUM PACKAGING: Eaton Vance EFR Marks $483,000 Loan at 24% Off ----------------------------------------------------------------- Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $483,000 loan extended to Pretium Packaging, LLC, to market at $368,135 or 76% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Second Lien Term Loan, (SOFR + 4.60%) to Pretium Packaging. The loan accrues interest at a rate of 9.995% per annum. The loan matures on October 2, 2028. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Two International Place Eaton Vance Senior Floating-Rate Trust Boston, MA 02110 Pretium Packaging is a leading full-service designer and manufacturer of rigid packaging solutions for specialized applications with small to mid-sized production volumes. PROJECT RUBY: S&P Rates New $405MM First-Lien Term Loan 'B' ----------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '2' recovery rating to the proposed $405 million incremental first-lien term loan issued by Project Ruby Parent Corp.'s (WellSky) subsidiary Project Ruby Ultimate Parent Co. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%; rounded estimate: 70%) recovery in the event of a default. The company intends to use the proceeds from this incremental loan to refinance the existing $396 million incremental first-lien term loan it issued in 2022, likely at a lower interest rate. WellSky is also extending the maturity of its existing $110 million revolving credit facility by 1.75 years to Dec. 10, 2027. All of our other ratings on Project Ruby are unchanged. S&P views the transaction as favorable from a credit perspective because it will be essentially leverage neutral while improving the company's pricing and extending its maturities. S&P said, "Our rating and outlook on WellSky continue to reflect our expectation that its customer renewal rates will remain strong while it increases its organic revenue by the mid- to high-single-digit percent area. We expect some gross margin compression as the company integrates Corridor (the coding and revenue cycle services business it recently acquired). We expect WellSky will increase its automation to support efficiencies and benefit from the realization of some synergies related to the recent acquisition. We expect the company's leverage will be in the 6.5x-7.0x range in fiscal year 2024 and forecast it will generate only about $30 million of free operating cash flow, largely due to its high interest expense. Nevertheless, we expect WellSky's cash flow will strengthen in fiscal year 2025 as it expands its EBITDA through continued investment in its key growth initiatives (including analytics), realizes some synergies (net of one-time achievement costs), and reduces its working capital usage." WellSky has a history of maintaining leverage in the high-single-digit percent area, due to its debt-funded acquisitions, and we expect it will maintain this financial policy. The company's high proportion of recurring revenue--about 85% and increasing as its focuses on software as a solution (SaaS) subscriptions over perpetual licenses--and strong client retention (high-90%) somewhat mitigate this risk. Furthermore, WellSky's low capital intensity enables it to generate positive cash flow, even at very high leverage levels. However, because the company is owned by a financial sponsor, S&P expects it will prioritize acquisitions over permanent deleveraging. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- WellSky's capital structure comprises a $110 million revolver maturing in 2029, $1.502 billion first-lien term loan maturing in 2028, $230 million incremental first-lien term loan, and $405 million second-lien term loan maturing in 2029. -- S&P continues to value the company as a going concern using a 6.5x multiple of our projected emergence EBITDA. -- This valuation multiple is consistent with the multiples S&P uses for similar software companies operating in the health care information technology industry. -- S&P's simulated default assumes a default occurring in 2026 due to increased competition, a failure to retain customers, and service disruptions. Simulated default assumptions -- Simulated year of default: 2026 -- EBITDA at emergence: $213 million -- EBITDA multiple: 6.5x Simplified waterfall -- Gross enterprise value: $1.382 million -- Net recovery value (after 5% administrative expenses): $1.313 million -- Estimated first-lien claim: $1.849 billion -- Value available for first-lien claim: $1.313 million --Recovery expectations: 70%-90% (rounded estimate: 70%) RADIATE HOLDCO: BlackRock MSIT Marks $231,000 Loan at 18% Off ------------------------------------------------------------- BlackRock MSIT Ltd has marked its $231,000 loan extended to Radiate Holdco LLC to market at $190,412 or 82% of the outstanding amount, as of October 30, 2023, according to a disclosure contained in BlackRock MSIT's Form 10-K for the Fiscal year ended October 30, 2023, filed with the Securities and Exchange Commission. BlackRock MSIT is a participant in a 2022 Term Loan B to Radiate Holdco LLC. The loan accrues interest at a rate of 8.69% (3-mo. CME Term SOFR at 0.75% Floor + 3.25%) per annum. The loan matures on September 25, 2026. BlackRock Multi-Sector Income Trust is registered under the Investment Company Act of 1940. BlackRock Multi-Sector Income Trust is registered as a diversified, closed-end management investment company. BlackRock Multi-Sector is organized as a Delaware statutory trust & determines and makes available for publication the net asset value of its Common Shares on a daily basis. Radiate Holdco LLC, also known as Astound Broadband, and backed by Stonepeak, is a broadband communications services provider and cable operator doing business via regional providers RCN, Grande Communications, Wave Broadband and enTouch Systems. RADIOLOGY PARTNERS: Eaton Vance EFR Marks $1.01MM Loan at 25% Off ----------------------------------------------------------------- Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $1,011,000 loan extended to Radiology Partners, Inc., to market at $757,252 or 75% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Term Loan (SOFR + 4.25%) to Radiology Partners. The loan accrues interest at a rate of 10.179% per annum. The loan matures on July 9, 2025. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place Boston, MA 02110 Radiology Partners, Inc. operates as a healthcare testing center. The Company offers diagnostic and interventional radiology services by local radiologists. Radiology Partners serves customers in the United States. RELIABLE HEALTHCARE: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Reliable Healthcare Logistics, LLC 4105 S. Mendenhall Memphis, TN 38115 Business Description: Reliable is an independent 3PL recognized for developing cost effective, innovative supply chain solutions for complex logistics requirements in regulated industries. With over 650,000 total square feet, its 9 Reliable facility locations are dedicated to the secure and proper storage of pharmaceutical products, including prescription and over-the-counter- medications, as well as providing services for medical device manufactures, cosmetics, human and animal health and wellness companies. Chapter 11 Petition Date: January 19, 2024 Court: United States Bankruptcy Court Western District of Tennessee Case No.: 24-20252 Judge: Hon. Jennie D Latta Debtor's Counsel: Michael P. Coury, Esq. GLANKLER BROWN PLLC 6000 Poplar Ave Suite 400 Memphis, TN 38119 Tel: 901-525-1322 Fax: 901-525-2389 Email: mcoury@glankler.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mike Kattawar, Sr. as chief strategic officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/P6X6CIA/Reliable_Healthcare_Logistics__tnwbke-24-20252__0001.0.pdf?mcid=tGE4TAMA RENO REDEVELOPMENT: S&P Raises 2007B Bonds Rating to 'BB+' ---------------------------------------------------------- S&P Global Ratings raised its long-term rating to 'BB+' from 'BB-' on Reno Redevelopment Agency, Nev.'s series 2007B tax increment senior-lien bonds (tax-exempt) outstanding. The outlook is stable. "The rating action reflects our view of continued growth in the project area's assessed value and tax base, which have ultimately improved coverage and the volatility ratio," said S&P Global Ratings credit analyst Treasure Walker. "The rating action also reflects our view that the tax base has demonstrated growth throughout the COVID-19 pandemic as a result of ongoing and planned economic development projects within the project area. We expect this will continue during the outlook horizon, helping stabilize the tax base in the project area and contributing to our forward-looking view of the credit," Ms. Walker added. The stable outlook reflects our view that pledged revenue growth and maximum annual debt service coverage will continue to grow as a result of economic development within the project area and that maximum annual debt service coverage will remain strong. REVELATION OIL: Seeks to Hire Tarbox Law P.C. as Counsel -------------------------------------------------------- Revelation Oil & Gas, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Tarbox Law, P.C. as counsel. The firm will provide these services: (a) prepare legal papers; (b) advise the Debtor regarding preparation of operating reports, motions for use of cash collateral, and development of a 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, closing of such sales, and distribution to creditors. Max Tarbox, Esq., at Tarbox Law, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Max R. Tarbox, Esq. TARBOX LAW, PC 2301 Broadway Lubbock, TX 79401 Telephone: (806) 686-4448 Facsimile: (806) 368-9785 Email: tami@tarboxlaw.com About Revelation Oil & Gas, LLC Revelation Oil specializes in revitalizing low volume oil and gas production. Revelation Oil & Gas, LLC in Dumas, TX, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case No. 24-20002) on January 2, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Blake Stringer as managing member, signed the petition. TARBOX LAW, P.C. serve as the Debtor's legal counsel. ROBERTSHAW US: Eaton Vance EFR Marks $922,000 Loan at 16% Off ------------------------------------------------------------- Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $922,000 loan extended to Robertshaw US Holding Corp., to market at $778,768 or 84% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Second Lien Term Loan (SOFR + 7.00%) to Robertshaw US Holding. The loan accrues interest at a rate of 12.49% per annum. The loan matures on February 28, 2027. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place Boston, MA 02110 Robertshaw US Holding Corp. designs and manufactures electro-mechanical solutions, mechanical combustion systems, and electrical controls primarily for use in residential and commercial appliances, HVAC, and transportation applications. SABRE GLOBAL: BlackRock MSIT Marks $110,000 Loan at 15% Off ----------------------------------------------------------- BlackRock MSIT Ltd has marked its $110,000 loan extended to Sabre Global, Inc to market at $94,349 or 85% of the outstanding amount, as of October 30, 2023, according to a disclosure contained in BlackRock MSIT's Form 10-K for the Fiscal year ended October 30, 2023, filed with the Securities and Exchange Commission. BlackRock MSIT is a participant in a 2021 Term Loan B2 to Sabre Global, Inc. The loan accrues interest at a rate of 8.94% (1-mo. CME Term SOFR at 0.50% Floor + 3.50%) per annum. The loan matures on December 17, 2027. BlackRock Multi-Sector Income Trust is registered under the Investment Company Act of 1940. BlackRock Multi-Sector Income Trust is registered as a diversified, closed-end management investment company. BlackRock Multi-Sector is organized as a Delaware statutory trust & determines and makes available for publication the net asset value of its Common Shares on a daily basis. Sabre GLBL Inc. provides information technology services. The Company offers technology solutions including data-driven business intelligence, mobile, distribution, and Software as a Service (SaaS) solutions. Sabre GLBL serves customers worldwide. SAINT ELIZABETH UNIVERSITY: S&P Affirms 'BB' Rating on 2016 Bonds ----------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB' long-term rating on the New Jersey Educational Facilities Authority's series 2016 revenue bonds, issued for Saint Elizabeth University (SEU). "The outlook revision reflects our view of the university's weakened operations, which are a product of, among other factors, significant enrollment declines over the past three years and could likely continue into fiscal 2024," said S&P Global Ratings credit analyst Nicholas Fortin. The softened operating performance in fiscal 2023 triggered a covenant violation that led to the hiring of a management consultant. As of fiscal year-end 2023, SEU had approximately $22.7 million in debt outstanding, including the series 2016 bonds, a term loan with a financial institution, two notes, and minor capital and operating leases. Total debt outstanding also includes the $500,000 drawn from the university's $2 million line of credit as of fiscal 2023 year-end. The university has no current plans for additional debt. The series 2016 bonds are secured by a pledge of the SEU's gross revenue, in addition to a debt service reserve fund equal to maximum annual debt service on the series 2016 bonds, and a first lien on substantially all land, buildings, improvements, and fixtures of the university, including that which is leased to the university by the Sisters of Charity of Saint Elizabeth. S&P said, "The negative outlook reflects our expectation that operating challenges will likely continue throughout the one-year outlook period given the material enrollment decline recorded in fall 2023. While we expect management will implement strategies to right-size operations during this time, we believe that continued enrollment pressure could make stabilizing operations difficult. We view positively, however, SEU's current financial resource levels, which we believe limit the risk of an event of default." SANOTECH 360: SSG Served as Investment Banker in Asset Sale ----------------------------------------------------------- SSG Capital Advisors, LLC (SSG) served as the investment banker to Sanotech 360, LLC dba EMist (EMist or the Company), in the sale of substantially all of its assets to an affiliate of GrowCo Capital, LLC (GrowCo). The transaction closed in December 2023 pursuant to a Chapter 11 Plan of Reorganization in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division. EMist develops advanced systems that apply disinfectants more efficiently than conventional methods. The Company's products utilize electrostatic sprayers, which place an electrical charge on chemical droplets and disperse the disinfectant across a target area, providing comprehensive coverage of the solution. EMist's patented technology can quickly cover large areas in airplanes, cruise ships, hospitals, schools, warehouses and many other commercial spaces. While the Company had a modest revenue base during its development phase, the COVID-19 pandemic created significant demand for EMist's products and sales grew exponentially in 2020. Management built its inventory based on expectations of continued demand, but the availability of COVID-19 vaccines in early 2021 led to a significant reduction in demand for disinfection solutions. Not only did revenue and cash flow decline, but the Company also had to deal with high levels of inventory. In response, management implemented a plan to reduce excess inventory, proactively reduce its cost structure and streamline operations. Given the financial pressure, EMist filed for bankruptcy in order to restructure its balance sheet and recapitalize the business. SSG was retained in January 2023 as the Company's exclusive investment banker to conduct a comprehensive marketing process to solicit offers for a sale of the Company's assets. SSG's thorough marketing process garnered interest from a number strategic and financial parties. Ultimately, the offer from GrowCo proved to be the best solution. SSG's experience running competitive sale processes resulted in a transaction that maximized value. Based in Fort Worth, Texas, GrowCo Capital, LLC is a full-service investment firm specializing in business management, consulting and real estate development. Other professionals who worked on the transaction include: * J. Robert Forshey and Lynda L. Lankford of Forshey Prostok LLP, counsel to Sanotech 360, LLC; and * John Tittle, Jr. of Whitley Penn LLP, financial advisor to Sanotech 360, LLC. About SanoTech 360 SanoTech 360, LLC manufactures high-quality, advanced electrostatic sprayers designed to apply disinfectant more efficiently than conventional methods. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40261) on Jan. 29, 2023. In the petition signed by George R. Robertson, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. The Debtor tapped J. Robert Forshey, Esq., at Forshey & Prostok, LLP as legal counsel and SSG Advisors, LLC as investment bankers. SAVMOBI TECHNOLOGY: Posts $1.1 Million Net Loss in Second Quarter ----------------------------------------------------------------- Savmobi Technology, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1.14 million on $386,855 of net revenue for the three months ended Nov. 30, 2023, compared to a net loss of $1.30 million on $691,489 of net revenue for the three months ended Nov. 30, 2022. For the six months ended Nov. 30, 2023, the Company reported a net loss of $2.67 million on $788,759 of net revenue, compared to a net loss of $3.55 million on $1.49 million of net revenue for the six months ended Nov. 30, 2022. As of Nov. 30, 2023, the Company had $12.42 million in total assets, $38.91 million in total liabilities, and a total deficit of $26.49 million. The Company incurred net loss of $6,783,522 during the year ended May 31, 2023. As of May 31, 2023, the Company had total deficit of $23,887,645. Savmobi said, "These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on long term loans related to Shaoxing Keqiao Zhuyi Technology Co. and the director (Guowei Zhang) to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that the Company will be successful in its plans described above or in attracting equity or alternative financing on acceptable terms, or if at all." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1647822/000149315224002374/form10-q.htm About SavMobi Headquartered in SavMobi Technology Inc., SavMobi Technology Inc., is currently operating in provision of commercial mobile technical support services in China. Its wholly owned subsidiary Intellegence Parking Group Limited is a multinational technology company, with a smart parking application software and platform business ecosytem as its main business venture. Singapore-based Pan-China Singapore PAC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Oct. 2, 2023, citing that the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. SHORTEN INC: Hires Jim Gaudiosi Attorney at Law as Counsel ---------------------------------------------------------- Shorten, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Jim Gaudiosi, Attorney at Law PLLC, to handle its Chapter 11 case. The firm will be paid at these rates: Attorneys $350 per hour Paralegals $125 per hour Paralegal Assistant $95 per hour In addition, the firm will seek reimbursement for work-related expenses incurred. As disclosed in court filings, Jim Gaudiosi is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jim Gaudiosi, Esq. JIM GAUDIOSI, ATTORNEY AT LAW PLLC 17505 N. 79th Ave., Suite 207 Glendale, AZ 85308 Tel: (623) 777-4760 Fax: (602) 388-8250 Email: jim@gaudiosilaw.com About Shorten, Inc. Shorten, Inc. is a provider of home health care services in Peoria, Ariz. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-09246) on December 26, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Todd Shorten, owner, signed the petition. James Gaudiosi, Esq., at Jim Gaudiosi, Attorney At Law, PLLC represents the Debtor as legal counsel. SIENTRA INC: Extends Deerfield Waiver Agreement to Jan. 28 ---------------------------------------------------------- Sientra, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Jan. 15, 2024, it entered into that certain Amendment No. 1 to Temporary Waiver and Exchange Agreement and Temporary Amendment to Facility Agreement, which (i) amended that certain Temporary Waiver and Exchange Agreement, dated as of Oct. 30, 2023, by and among the Company, as borrower, certain of the Company's subsidiaries from time to time party thereto, as guarantors, and Deerfield Partners, L.P., as agent and lender, which was disclosed by the Company in a Current Report on Form 8-K filed with the SEC on Oct. 31, 2023 in connection with that certain Amended and Restated Facility Agreement, dated as of Oct. 12, 2022 by and among the Company, as borrower, certain of the Company's subsidiaries from time to time party thereto, as guarantors, and Deerfield and (ii) temporarily amended the Facility Agreement. Temporary Waiver Amendment The Temporary Waiver Amendment extends, subject to certain conditions as set forth in the Original Temporary Waiver, the original waiver period included in the Original Temporary Waiver, which spanned from Oct. 30, 2023 to Jan. 15, 2024, to Jan. 28, 2024. Temporary Facility Agreement Amendment The Temporary Facility Agreement Amendment provides that, solely during the Amended Waiver Period, the minimum cash balance covenant contained in Section 6.10(b) of the Facility Agreement is temporarily reduced from $10,000,000 to $8,000,000. About Sientra Headquartered in Irvine, California, Sientra, Inc. -- www.sientra.com -- is a surgical aesthetics company focused on empowering people to change their lives through increased self-confidence and self-respect. Sientra's platform of products includes a comprehensive portfolio of round and shaped breast implants, the first fifth-generation breast implants approved by the FDA for sale in the United States, the ground-breaking AlloX2 breast tissue expander with patented dual-port and integral drain technology, the next-generation AlloX2Pro, the first and only FDA-cleared MRI-compatible tissue expander, the Viality with AuraClens enhanced viability fat transfer system, the SimpliDerm Human Acellular Dermal Matrix, and BIOCORNEUM. Los Angeles, California-based KPMG LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company's recurring losses from operations, insufficient cash flows generated from operations, and need to obtain additional capital raise substantial doubt about its ability to continue as a going concern. SILICON VALLEY BANK: Chapter 15 Case Summary -------------------------------------------- Chapter 15 Debtor: Silicon Valley Bank (Cayman Islands Branch) Foreign Proceeding: Liquidation Under the Supervision of the Grand Court Cayman Islands Chapter 15 Petition Date: January 18, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10076 Foreign Representative: Michael Pearson Foreign Representative's Counsel: Warren E. Gluck, Esq. HOLLAND & KNIGHT LLP Tel: 212-513-3396 Email: warren.gluck@hklaw.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Debtor's Chapter 15 petition is now available for download at PacerMonitor.com. SOUND INPATIENT: Eaton Vance EFR Marks $426,000 Loan at 67% Off --------------------------------------------------------------- Eaton Vance Senior Floating-Rate Trust (EFR) has marked its $426,000 loan extended to Sound Inpatient Physicians, to market at $142,249 or 33% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in EFR's Form N-CSR for the fiscal year ended October 31, 2023, filed with the U.S. Securities and Exchange Commission. EFR is a participant in a Term Loan (SOFR + 3.00%) to Sound Inpatient Physicians. The loan accrues interest at a rate of 8.645% per annum. The loan matures on June 27, 2025. EFR is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The Trust's primary investment objective is to provide a high level of current income. The Trust may, as a secondary objective, also seek the preservation of capital to the extent consistent with its primary objective. EFR can be reached at: Deidre E. Walsh Eaton Vance Senior Floating-Rate Trust Two International Place Boston, MA 02110 Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly owned subsidiaries and affiliated companies. Sound's principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and Optum Health. SOUTHWESTERN ENERGY: Fitch Puts BB+ LongTerm IDR on Watch Positive ------------------------------------------------------------------ Fitch Ratings has placed Southwestern Energy Company's 'BB+' Long-Term Issuer Default Rating (IDR) and all issue ratings on Rating Watch Positive following the announced acquisition by Chesapeake Energy Corp. The Rating Watch Positive reflects the reasonable valuation of the all equity transaction, the conservative proforma capital structure and the increased scale of the combined company, which will be the largest North American natural gas producer and third largest public producer globally. The scale and metrics of the combined entity will be commensurate with investment grade ratings. The combined company will have very strong gas positions in the Marcellus and Haynesville plays. Chesapeake will assume Southwestern's debt after closing the transaction. Fitch expects the combined entity to maintain a sub 1.5x EBITDA leverage after closing, as well as strong liquidity and a back-end maturity profile. Fitch expects to resolve the Positive Watch once the transaction is complete under the announced terms, which may take longer than six months. KEY RATING DRIVERS Significant Natural Gas Assets: The scale of the combined entity would be commensurate with an investment grade rating. Combined reserves will approach 32 trillion feet of natural gas equivalent (Tcfe) and production will approach 7.9 billion cubic feet of natural gas equivalent per day (bcfe/d), making it the third largest public global natural gas producer. Chesapeake will have 650,000 net acres in the Haynesville and 1.2 million net acres in Appalachia. At expected production levels, the company has 15 years of drilling inventory. Conservative Financial Policy: Chesapeake's conservative financial policy is a credit strength. The company is committed to a net EBITDA leverage target of under 1.0x at $3 Henry Hub natural gas prices. Therefore, CHK is funding the acquisition with equity and is focused on paying down debt to $4.5 billion (from $5.7 billion at close) over approximately two years. The company will continue to maintain a shareholder distribution policy that is linked to FCF with a modest fixed dividend, a variable dividend derived from 50% of FCF after the fixed dividend, and opportunistic share buybacks. Fitch expects the company would revisit the shareholder distribution policy if natural gas prices remained under $3 on a sustained basis. Strategic Importance of Balance Sheet Strength: Chesapeake is highly committed to maintaining an investment grade balance sheet following the Southwestern acquisition. Fitch expects the company to reduce total debt to approximately $4.5 billion over the next two years. An investment grade capital structure is integral to Chesapeake's strategy as the company seeks to enter into long-term liquified natural gas (LNG) supply agreements for up to 20% of its production. These agreements allow Chesapeake to sell at prices indexed to overseas LNG markets, which typically settle at higher prices than the Henry Hub (HH) natural gas benchmark. Attaining and maintaining investment grade ratings would enhance the company's ability to enter into agreements with counterparties that require investment grade ratings. It would also enable Chesapeake to enter into the necessary long-term liquefaction contracts without having to post letters of credit (LCs). Strong Forecasted Metrics: Fitch forecasts sub-1.5x gross EBITDA leverage and positive FCF at its ratings case price assumptions, with HH trending towards $2.75/thousand cubic feet (mcf) in the long term. Under Fitch's stress case price deck, Chesapeake's EBITDA leverage approaches 2.3x, which while elevated, demonstrates reasonable capital structure resilience in a weak pricing environment that assumes gas prices of $2.25/mcf. Fitch forecasts EBITDA will range from $4.0 billion to $4.5 billion in its rating case, and that the company will report positive FCF over the rating horizon. Hedges Support Cash Flow Visibility: Chesapeake's commitment to hedging a portion of production provides downside protection to cash flows. Chesapeake maintains a policy of hedging 55%-60% of production for the next two quarters with production hedged declining 5%-10% in each subsequent quarter out to about two years. LNG Supply Agreements: Although the LNG supply agreements that Chesapeake has entered into may allow the company to realize a price premium to Henry Hub, they'll increase fixed costs. These contracts enable Chesapeake to sell gas at prices indexed to LNG prices overseas; the two existing agreements, which begin in 2027 and 2028, are indexed to Japan-Korea LNG (JKM) prices. Under the contracts Chesapeake commits to supply LNG at an export facility from the U.S., which will require Chesapeake to enter into fixed natural gas liquefaction contracts. The take-or-pay liquefaction contracts will expose Chesapeake to fixed charges that may be burdensome in periods with low differentials between Henry Hub and overseas LNG markets. In these instances, Chesapeake would likely not supply LNG but would still be responsible for the liquefaction charges. DERIVATION SUMMARY Following the close of the Southwestern transaction, Chesapeake will have production approaching 7.9 bcfe/d, which is significantly higher than peers EQT (BBB-/Stable, 5.7bcfe/d), Antero (BBB-/Stable, 3.5 bcfe/d), and Coterra (BBB/Stable, 4 bcf/d). 3Q23 PF netbacks are $0.72/mcfe, which is better than EQT at $0.53/mcfe, in line with Antero at $0.79/mcfe and behind Coterra at $2.31/mcfe due to 28% of Coterra's production being liquids. The PF cash netback margin for 3Q23 for Chesapeake is 34%, stronger than EQT at 28% and Antero at 24%, while again lagging Coterra at 63%. Proved reserves of the combined entity are 32.4 tcfe, which is larger than all peers with the closest competitor being EQT at 25 tcfe. EBITDA leverage is comparable to peers, while FCF margin lags peers. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer Include: - West Texas Intermediate of $78/barrel (bbl) in 2023, $75/bbl in 2024, $65/bbl in 2025 and $60/bbl thereafter; - Henry Hub of $2.80/mcf in 2023, $3.25/mcf in 2024, $3.00/mcf in 2025 and $2.75/mcf thereafter; - Production flat to up low single-digits post the acquisition; - Base interest rates applicable to the company's outstanding variable-rate debt obligations reflects the Secured Overnight Financing Rate forward curve; - Annual capex between $3 billion and $3.5 billion during the forecast; - Base dividend of $0.575/quarter; - Debt maturities paid down with cash in 2025 and 2026; - No share repurchases beyond 2023. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Fitch expects to resolve the Positive Watch after completion of the contemplated transaction under the proposed terms. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Independent of the Transaction: - Further debt reduction beyond the $3.5 billion gross debt target; - Midcycle EBITDA leverage approaching 1.5x on a sustained basis; - Improvement in netbacks relative to peers. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - Midcycle EBITDA leverage above 2.0x on a sustained basis; - Change in stated financial policy that leads to weaker credit metrics; - Weakening in differential trends and the unit cost profile. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: PF for the acquisition, liquidity is provided by a $2.5 billion reserve-based revolver with full availability. This replaces CHK's existing $2 billion revolver and Southwestern's existing $2 billion revolver. With actual cash of $713 million at the end of 3Q23 and expected positive FCF the company maintains strong liquidity throughout its forecast. Back-Weighted Maturity Schedule: Chesapeake's legacy maturity schedule had maturities in 2026 and 2029. The assumption of Southwestern's debt enhances this back-weighted structure as $2.35 billion of Southwestern's debt matures in 2030 and 2032. ISSUER PROFILE Southwestern Energy is an independent energy company engaged in exploration and development of, principally, natural gas. E&P operations are primarily comprised of Northeast Appalachia in Pennsylvania (dry gas), Southwest Appalachia in West Virginia (wet gas), and the Haynesville Basin in Louisiana. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Southwestern Energy Company LT IDR BB+ Rating Watch On BB+ senior secured LT BBB- Rating Watch On RR1 BBB- senior unsecured LT BB+ Rating Watch On RR4 BB+ SPACE SHADOW: Hires Colliers Nevada as Real Estate Broker --------------------------------------------------------- Space Shadow LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Colliers Nevada LLC as real estate broker. The firm will market and sell the Debtor's real property located at 249 N. Stephanie Street, Henderson, Nevada. The firm will be paid at the rate of 5 percent of the sales price. 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: Aaron West 6795 Agllysys Way, Suite 210 Las Vegas, NV 89113 Tel: (702) 735-5700 Email: aaron.west@colliers.com About Space Shadow LLC Space Shadow LLC in Henderson, NV, has been operating the real property located at 249 N. Stephanie Street, Henderson, Nevada. The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 23-14412) on October 9, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Kayvoughn Moradi as managing member, signed the petition. Judge Hilary L. Barnes oversees the case. ANDERSEN & BEEDE serve as the Debtor's legal counsel. SPIRIT AIRLINES: S&P Downgrades ICR to 'CCC+', Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Spirit Airlines Inc. to 'CCC+' from 'B'. S&P also lowered its ratings on Spirit's enhanced equipment trust certificates (EETCs) in line with the lower issuer rating. The negative outlook reflects S&P's view that Spirit's capital structure is vulnerable and dependent on favorable market conditions or a significant improvement in its financial performance to address its upcoming debt maturities. On Jan. 16, 2024, a federal judge ruled to block JetBlue Airways Corp.'s proposed acquisition of Spirit Airlines Inc. S&P said, "The downgrade reflects our view that various operating challenges will continue to hamper Spirit's ability to generate positive free cash flow following the negative ruling on its proposed merger with JetBlue. Spirit's revenue generation in the second half of 2023 was hurt by lower ticket prices (which have moderated from the highs of 2022). We expect this to continue in 2024 due to excess industry capacity on its key routes amid normalizing domestic leisure travel demand." The company also has limited exposure to premium products offerings and long-haul international travel, both of which have supported strong earnings generation for other U.S. airlines in 2023, particularly the network airlines. Additionally, Spirit estimates the average number of grounded aircraft in its fleet will increase to 41 in December 2024 from 13 in January (out of the total expected fleet of 226 aircraft by the end of 2024), as all the geared turbofan (GTF) engines in its fleet are expected to require inspections and repairs. While RTX Corp. (Pratt and Whitney's parent company) announced its intention to compensate all airlines whose operations have been disrupted by this issue, the form and timing of this compensation is currently unknown. S&P said, "We also expect the company's ability to improve its fleet utilization to remain constrained by various issues, including staffing challenges at air traffic control centers and other operating issues (including weather). Therefore, we expect limited improvement in Spirit's financial performance in 2024 due to its inability to expand capacity (and gain associated efficiencies), elevated costs (particularly labor), and normalizing industry demand and ticket prices. As a result, we forecast the company will continue to report sizeable net losses and negative FOCF through 2024. "Our current rating action is in line with our previously outlined expectation that we could downgrade Spirit's credit ratings at least one notch if the acquisition transaction is unsuccessful. "We believe Spirit faces elevated refinancing risks, although its liquidity position in the near-term appears adequate. The company had $479.3 million in cash, cash equivalents, and short-term investments as of Sept. 30, 2023 (excluding $450 million Spirit is required to maintain under its revolver agreement for covenant compliance). It has full availability under its $300 million revolving credit facility that matures September 2025. The company also received cash proceeds of $419 million from sale leaseback transactions (related to 25 aircraft) on Jan. 3, 2024. The company has about $200 million in debt amortization over the next 12 months, and we expect outflows of $200 million-$300 million toward capital spending, net of sale leasebacks. "However, Spirit's $1.1 billion loyalty matures in September 2025 and will need to be addressed. These notes are currently trading at a significant discount to par, and we believe the company is dependent on favorable market conditions or a significant improvement in its operating and financial performance to address the debt maturity. We note that the company's revolving credit facility also matures in September 2025. "We note that JetBlue and Spirit could potentially appeal the acquisition ruling but don't incorporate any potential impact in our rating. On Jan. 16, 2024, a federal judge ruled to block JetBlue's proposed acquisition of Spirit, viewing the transaction as anticompetitive (under the proposed terms). "We believe Spirit and JetBlue could still potentially appeal this ruling. However, in such a scenario, we expect the process would be prolonged, and the likelihood of success appears low. As such, we believe the downside credit risks for Spirit over our 12-month outlook horizon far outweigh the possibility they could win a potential appeal. "The negative outlook reflects our expectation that Spirit's operating performance through 2024 will remain significantly affected by engine issues that constrain capacity growth and pressure on ticket pricing amid excess supply in the company's key domestic leisure markets. As a result, we forecast negative FOCF through 2024. It also reflects our view that Spirit faces heightened refinancing risks associated with its loyalty notes due September 2025." S&P could lower its ratings on Spirit if it believes it is likely to default (including a debt restructuring) within the next 12 months. This could occur if: -- A sustained operating cash deficit weakens the company's liquidity position and it cannot refinance its upcoming debt obligations under reasonable terms; or -- S&P expects the company will pursue a distressed debt exchange, below-par repurchase of debt, or other form of restructuring. S&P said, "We could revise our outlook on Spirit Airlines to stable over the next 12 months if its operating performance and liquidity position improves beyond our current expectations and we expect it to address its upcoming maturities without engaging in a transaction that we view as distressed." STRINGER FARMS: Hires Tarbox Law P.C. as Legal Counsel ------------------------------------------------------ Stringer Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Tarbox Law, P.C. as counsel. The firm will provide these services: (a) prepare legal papers; (b) advise the Debtor regarding preparation of operating reports, motions for use of cash collateral, and development of a 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, closing of such sales, and distribution to creditors. Max Tarbox, Esq., at Tarbox Law, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Max R. Tarbox, Esq. TARBOX LAW, PC 2301 Broadway Lubbock, TX 79401 Telephone: (806) 686-4448 Facsimile: (806) 368-9785 Email: tami@tarboxlaw.com About Stringer Farms, Inc. Stringer Farms, Inc. in Dumas, TX, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Tex. Case No. 24-20001) on January 2, 2024, listing $10 million to $50 million in assets and $1 million to $10 million in liabilities. Charles Blake Stringer as president, signed the petition. TARBOX LAW, P.C. serve as the Debtor's legal counsel. SUNSET DEBT: BlackRock MSIT Marks $529,000 Loan at 19% Off ---------------------------------------------------------- BlackRock MSIT Ltd has marked its $529,000 loan extended to Sunset Debt Merger Sub, Inc to market at $429,958 or 81% of the outstanding amount, as of October 30, 2023, according to a disclosure contained in BlackRock MSIT's Form 10-K for the fiscal year ended October 30, 2023, filed with the Securities and Exchange Commission. BlackRock MSIT is a participant in a 2021 Term Loan B to Sunset Debt Merger Sub, Inc. The loan accrues interest at a rate of 9.44% (1-mo. CME Term SOFR at 0.75% Floor + 4.00%) per annum. The loan matures on October 6, 2028. BlackRock Multi-Sector Income Trust is registered under the Investment Company Act of 1940. BlackRock Multi-Sector Income Trust is registered as a diversified, closed-end management investment company. BlackRock Multi-Sector is organized as a Delaware statutory trust & determines and makes available for publication the net asset value of its Common Shares on a daily basis. SIWF Holdings Inc. (Sunset Debt Merger Sub Inc.) was formed by AEA Investors LP and British Columbia Investment Management Corporation to facilitate their acquisition of Springs Window Fashions LLC from Golden Gate Capital. Springs Window Fashions supplies retailers and distributors with a line of blinds, shades, specialty treatments and window hardware. TOPPOS LLC: Bankruptcy Administrator Unable to Appoint Committee ---------------------------------------------------------------- The U.S. Bankruptcy Administrator for the Eastern District of North Carolina disclosed in a filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of TOPPOS, LLC. About Toppos LLC Toppos, LLC is primarily engaged in acting as lessors of buildings used as residences or dwellings. The company is based in Lumberton, N.C. Toppos filed Chapter 11 petition (Bankr. E.D.N.C. Case No. 23-02889) on Oct. 5, 2023, with $10 million to $50 million in assets and $50 million to $100 million in liabilities. Neil Carmichael Bender, II, member-manager, signed the petition. Judge Pamela W. Mcafee oversees the case. Blake Y. Boyette, Esq., at Buckmiller, Boyette & Frost, PLLC, is the Debtor's legal counsel. John C. Bircher, III, the Chapter 11 trustee appointed in the Debtor's case, is represented by Davis Hartman Wright, LLP. TRUGREEN LP: BlackRock MSIT Marks $201,000 Loan at 31% Off ---------------------------------------------------------- BlackRock MSIT Ltd has marked its $201,000 loan extended to TruGreen LP to market at $127,971 or 64% of the outstanding amount, as of October 30, 2023, according to a disclosure contained in BlackRock MSIT's Form 10-K for the Fiscal year ended October 30, 2023, filed with the Securities and Exchange Commission. BlackRock MSIT is a participant in a 2020 Second Lien Term Loan to TruGreen LP. The loan accrues interest at a rate of 14.14% (3-mo. CME Term SOFR at 0.75% Floor + 8.50%) per annum. The loan matures on November 2, 2028. BlackRock Multi-Sector Income Trust is registered under the Investment Company Act of 1940. BlackRock Multi-Sector Income Trust is registered as a diversified, closed-end management investment company. BlackRock Multi-Sector is organized as a Delaware statutory trust & determines and makes available for publication the net asset value of its Common Shares on a daily basis. TruGreen provides lawn care services. The Company offers healthy lawn analysis, fertilization, tree and shrub care, weed control, insect control, and other related services. TUFFSTUFF FITNESS: Hires Riveron RTS LLC as Financial Advisor ------------------------------------------------------------- Tuffstuff Fitness International, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Riveron RTS, LLC as financial advisor. The firm will provide these services: a. assist the Debtor and its legal counsel in connection with any transaction or series of transactions to restructure the Debtor's debt obligations or liquidate its assets (each a "Transaction" or collectively, the "Transactions"); b. assist the Debtor and its legal counsel in connection with the negotiation of any Transaction or Transactions; c. advise the Debtor (including, if requested, meetings with its Board of Directors) with respect to the form and structure of, and consideration to be received in, any potential Transaction or series of Transactions; d. assist the Debtor with a plan or reorganization or liquidation including preparing projections and a liquidation analysis; and e. carry out any other duties which are customary for the Engagement, and which may be agreed from time to time in writing between the Debtor and RTS, including any duties which the Debtor may request RTS' assistance with from time to time provided that RTS deems such duties to be appropriate, in its discretion, with regard to the nature and type of the Engagement. The firm will be paid at these rates: Senior Managing Director $840 to $1,450 per hour Managing Director $675 to $960 per hour Associate Director to Senior Director $535 to $940 per hour Associate to Manager $350 to $535 per hour Paraprofessional $260 per hour The firm will also be paid a success fee per the following: a. For a Transaction or series of Transactions with a value up to $1 million, the firm is to receive a payment of 5 percent of the gross aggregate Transaction amounts; b. For a Transaction or series of Transactions with a value between $1 million and $2.0 million, the firm is to receive a payment of 9 percent of the gross aggregate transaction amount; c. For a Transaction or series of Transactions with a value over $2 million, the firm is to receive a payment of 11 percent of the gross aggregate transaction amount; d. In the event that in lieu of a Transaction the Debtors confirms a plan of reorganization without a Transaction, the Debtor shall pay the firm a success fee of $150,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael N. Flynn, a senior director at Riveron RTS, LLC, 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 N. Flynn Riveron RTS, LLC 2515 McKinney Dallas, TX 75201 Tel: (469) 564-5169 About Tuffstuff Fitness International, Inc. Tuffstuff Fitness International, Inc. is a manufacturer of consumer and commercial strength products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. C.D. Cal. Case No. 23-11905) on September 18, 2023. In the petition signed by Richard M. Reyes, Jr., chairman and CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Theodor Albert oversees the case. John Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchick LLP represents the Debtor as legal counsel. TUPPERWARE BRANDS: Taps Samantha Lomow as Chief Commercial Officer ------------------------------------------------------------------ Tupperware Brands Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that it has restructured the role of chief commercial officer to separate out sales leadership responsibilities, which will now be led by regional leaders reporting directly into the Company's chief executive officer, Laurie Ann Goldman. In connection with this position restructuring, Hector Lezama, chief commercial officer, exited from the Company on Jan. 19, 2024. The Company thanks Mr. Lezama for his service. Mr. Lezama will be entitled to receive benefits provided for under the Tupperware Brands Corporation Executive Severance Pay Plan, upon his execution of a Separation Agreement & Release of Claims. These benefits would include: (i) cash severance in the aggregate amount of $600,000, paid as salary continuation in bi-weekly installments over a one-year period, (ii) a pro-rated annual bonus for 2023 based on the Company's actual performance for the year, payable if earned in March 2024, and (iii) reimbursement for actual expenses incurred for executive financial planning services for the 2023 tax year, up to the allowed annual benefit of $5,500. All unvested cash and equity awards granted to Mr. Lezama will be forfeited in accordance with their terms upon his last date of employment. The Company has appointed Samantha Lomow to the newly restructured chief commercial officer role with primary responsibility for innovation, product, marketing and digital commerce, effective Feb. 1, 2024. Ms. Lomow has been serving as a consultant to the Company since Nov. 1, 2023. Ms. Lomow previously served as EVP, chief customer officer at Footlocker, Inc. (NYSE: FL), and also served in several roles at Hasbro, Inc. (NASDAQ: HAS), including president of Branded Entertainment and president of Hasbro Entertainment Brands. Ms. Lomow will report directly to the Company's Chief Executive Officer, Laurie Ann Goldman. About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. On June 1, 2023, Tupperware Brands received a notice from the New York Stock Exchange indicating the Company is not in compliance with Sections 802.01B and Section 802.01C of the NYSE Listed Company Manual because (i) the Company's average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million, and (ii) the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate effect on the listing of the Company's common stock. Tupperware Brands reported a net loss of $232.5 million for the year ended Dec. 31, 2022. As of Dec. 31, 2022, the Company had $743.6 million in total assets, $1.17 billion in total liabilities, and a total shareholders' deficit of $429.8 million. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. UNITED SECURITY: A.M. Best Hikes Fin. Strength Rating to B(Fair) ---------------------------------------------------------------- AM Best has upgraded the Financial Strength Rating (FSR) to B (Fair) from C++ (Marginal) and the Long-Term Issuer Credit Rating (Long-Term ICR) to "bb" (Fair) from "b+" (Marginal) of United Security Insurance Company (USIC), an affiliate of First Chicago Insurance Company (FCIC). Concurrently, AM Best has affirmed the FSR of B (Fair) and the Long-Term ICR of "bb" (Fair) of FCIC. The companies are collectively referred to as First Chicago Insurance Group (First Chicago). The outlook of these Credit Ratings (ratings) is stable. Both companies are domiciled in Bedford Park, IL. The ratings reflect First Chicago's balance sheet strength, which AM Best assesses as adequate, as well as its adequate operating performance, limited business profile and marginal enterprise risk management (ERM). The ratings of USIC have been upgraded based on its growing strategic partnership with, as well as explicit and implicit support provided by, FCIC (the parent). The more structured integration of both operations and strategic goals have led AM Best to view the two companies as a collective group. USIC has shifted its focus to non-standard auto markets, an area in which FCIC has operated for a material amount of time. In more recent periods, management has used USIC more strategically for rate flexibility and licensing as it pursues non-standard auto markets. USIC's premium and contribution to the group's earnings have grown, reflecting its strategic importance to the organization's overall business strategy. Products for both companies are collectively branded under the Warrior Insurance Network moniker. The rating affirmation of FCIC reflects its ability to maintain risk-adjusted capitalization supportive of the overall balance sheet strength assessment as reflected by surplus growth reported in four of the past five years and generally favorable loss reserve development. While FCIC's risk-adjusted capital position has moderately weakened from prior years, as measured by Best's Capital Adequacy Ratio (BCAR), - due to premium growth in excess of industry thresholds - it remains supportive of the overall balance sheet strength assessment of adequate. AM Best will continue to monitor the company's risk-adjusted capitalization closely at interim periods as it remains sensitive to premium growth. Nonetheless, the absolute capital level materially increased through the first nine months of 2023, with the group adding $12.2 million, or roughly 26% to surplus, primarily driven by the policy fees and net investment income that offset underwriting losses. While underwriting leverage remains materially elevated when compared with the private passenger non-standard auto composite, operations have been profitable on a pretax basis over the past several years and continued to be so through third quarter 2023. Operating performance has been generally favorable over the past five years, driven by fee income and net investment income partially offset by volatility in underwriting results. The group's combined and operating ratios have outperformed its peer composite on both a five-and 10-year average basis. The group reported underwriting gains or modest underwriting losses in most of the past 10 years; however, in 2022, the severity increased, largely influenced by macro-economic conditions. Management implemented a number of rate increases and corrective underwriting actions, which translated into a more moderate level of underwriting losses in 2023. First Chicago's limited business profile reflects operations that are largely focused on non-standard auto and to a lesser extent, taxi livery business. Geographic concentrations in Texas, Illinois and Indiana reflect over 80% of direct premium. Recent efforts have focused on improved rate adequacy and enhanced pricing sophistication to strengthen the group's underwriting, claims handling and risk selection. Management continues to enhance the ERM framework and integrate a more formalized ERM structure into the organization's process, specifically as it relates to insurance-specific risks. UPHEALTH HOLDINGS: Committee Hires Dundon as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of UpHealth Holdings Inc. and its affiliate seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Dundon Advisers LLC as financial advisor. The firm will provide these services: -- assist in the analysis, review, and monitoring of the restructuring process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; -- develop a complete understanding of the Debtors' businesses and their valuations; -- determine whether there are viable alternative paths for the disposition of the Debtors' assets from those currently or in the future proposed by any Debtor; -- monitor and, to the extent appropriate, assist the Debtors in efforts to develop and solicit transactions that would support unsecured creditor recovery; -- assist the Committee in identifying, valuing, and pursuing estate causes of action, including, but not limited to, relating to prepetition transactions, control person liability, and lender liability; -- assist the Committee to analyze, classify and address claims against the Debtors and to participate effectively in any effort in these chapter 11 cases to estimate (in any formal or informal sense) contingent, unliquidated, and disputed claims; -- assist the Committee to identify, preserve, value, and monetize tax assets of the Debtors, if any; -- advise the Committee in negotiations with the Debtors, certain of the Debtors' lenders, and third parties; -- assist the Committee in reviewing the Debtors' financial reports; -- assist the Committee in reviewing the Debtors' cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; -- review and provide analysis of the present and any subsequently proposed debtor-in-possession financing or use of cash collateral; -- assist the Committee in evaluating and analyzing avoidance actions, including fraudulent conveyances and preferential transfers; -- assist the Committee in investigating whether any unencumbered assets at UpHealth Holdings Inc. exist; -- review and provide analysis of any proposed disclosure statement and chapter 11 plan and, if appropriate, assist the Committee in developing an alternative chapter 11 plan; -- attend meetings and assist in discussions with the Committee, the Debtors, the secured lenders, the U.S. Trustee and other parties in interest and professionals; -- present at meetings of the Committee, as well as meetings with other key stakeholders and parties; -- perform such other advisory services for the Committee as may be necessary or proper in these proceedings, subject to the aforementioned scope; and -- provide testimony on behalf of the Committee as and when may be deemed appropriate. The firm will be paid at these rates: Principal $890 per hour Managing Director and Senior Adviser $790 per hour Senior Director $700 per hour Director $650 per hour Associate Director $550 per hour Senior Associate $475 per hour Associate $370 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric Reubel, a partner at Dundon Advisers, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric Reubel DUNDON ADVISERS, LLC Ten Bank Street, Suite 1100 White Plains, NY 10606 Tel: (917) 838-1930 Email: ER@dundon.com About UpHealth Holdings Inc. UpHealth Holdings Inc. is a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management. UpHealth Holdings and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief executive officer, UpHealth Holdings disclosed up to $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel; Morrison & Foerster LLP as litigation counsel; and FTI Consulting, Inc. as financial advisor. Omni Agent Solutions is the Debtors' administrative agent. UPHEALTH HOLDINGS: Committee Hires Faegre as Co-Counsel ------------------------------------------------------- The official committee of unsecured creditors of UpHealth Holdings Inc. and its affiliate seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Faegre Drinker Biddle & Reath LLP as co-counsel. The firm will provide these services: a. provide legal advice regarding local rules, practices, and procedures and substantive and strategic advice on how to accomplish Committee goals, bearing in mind that the Court relies on Delaware counsel such as Faegre Drinker to be involved in all aspects of each bankruptcy proceeding; b. assist Goodwin Procter LLP, as lead counsel, in advising the Committee in its negotiations with the Debtors relative to the administration of the Chapter 11 Cases, including with respect to asset dispositions, financing of other transactions, and the terms of any plan of reorganization or liquidation for the Debtors and accompanying disclosure statement and related plan documents; c. assist Goodwin as needed in the Committee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, their respective insiders, and their non-debtor affiliates, and the assertion of claims in respect of the operation of the Debtors' businesses; d. assist Goodwin as needed with review and analysis of applications, motions, orders, statements of operations, and schedules filed with the Court by the Debtors or third parties, advising the Committee as to their propriety and taking appropriate action after consultation with the Committee; e. draft and review drafts of necessary applications, motions, answers, orders, reports, and other legal papers on behalf of the Committee, including to ensure compliance with local rules, practices, and procedures; f. monitor the docket for filings and coordinate with Goodwin on pending matters on which responses may be required; g. appear in Court and any meetings of creditors on behalf of the Committee in its capacity as Delaware counsel with Goodwin; and h. coordinate with Goodwin to perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. The firm will be paid at these rates: Partners $815 to $1,210 per hour Associates and Counsel $560 to $800 per hour Paraprofessionals $425 to $490 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Faegre Drinker has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. None of the firm's professionals included in this engagement have varied their rate based on the geographic locations of the Chapter 11 Cases; c. Faegre Drinker was engaged by the Committee on November 6, 2023, and did not represent the Committee in the 12 months prepetition; and d. Faegre Drinker expects to develop a budget and staffing plan. In accordance with the Large Case Fee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Brett D. Fallon, Esq., a partner at Faegre Drinker Biddle & Reath 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: Brett D. Fallon, Esq. Jaclyn C. Marasco, Esq. Faegre Drinker Biddle & Reath LLP 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: (302) 467-4200 Fax: (302) 467-4201 Email: brett.fallon@faegredrinker.com jaclyn.marasco@faegredrinker.com About UpHealth Holdings Inc. UpHealth Holdings Inc. is a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management. UpHealth Holdings and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief executive officer, UpHealth Holdings disclosed up to $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel; Morrison & Foerster LLP as litigation counsel; and FTI Consulting, Inc. as financial advisor. Omni Agent Solutions is the Debtors' administrative agent. UPHEALTH HOLDINGS: Committee Hires Goodwin Procter as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of UpHealth Holdings Inc. and its affiliate seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Goodwin Procter LLP as lead counsel. The firm's services include: (a) providing legal advice as necessary with respect to the Committee's powers and duties as an official committee appointed under Bankruptcy Code Section 1102; (b) assisting the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' business, potential claims, and any other matters relevant to these cases, or for the formulation of a plan of reorganization or liquidation (a "Plan"); (c) providing legal advice as necessary with respect to any sales of the Debtors' assets pursuant to Bankruptcy Code Section 363; (d) participating in the formulation of a Plan and any related disclosure statement; (e) preparing on behalf of the Committee, as necessary, applications, motions, objections, complaints, answers, orders, agreements, and other legal papers; (f) appearing in Court to present necessary motions, applications, objections, and pleadings, and otherwise protecting the interests of those represented by the Committee; (g) litigating on behalf of the Committee, including conducting depositions and serving discovery; (h) assisting the Committee in requesting the appointment of a trustee or examiner, should such action be necessary; and (i) performing such other legal services as may be required and as are in the best interests of the Committee and creditors. The firm will be paid at these rates. For 2023 Partners $1,000 to $1,720 per hour Counsel $920 to $1,584 per hour Associates $568 to $940 per hour Paralegals $288 to $496 per hour For 2024 Partners $1,040 to $1,800 per hour Counsel $984 to $1,664 per hour Associates $616 to $1,016 per hour Paralegals $280 to $536 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. The firm agreed to a 20 percent discount to its standard and customary billing arrangements for this engagement; b. The firm's professionals included in the engagement have not varied their rates based on the geographic location of these Chapter 11 Cases; c. The firm did not represent the Committee prior to the Petition Date; and d. The firm is developing a staffing plan and is currently developing a prospective budget for these Chapter 11 Cases (the "Budget and Staffing Plan") to comply with any requests for information and additional disclosures by the U.S. Trustee and any other orders of the Court, recognizing that, during the course of these Chapter 11 Cases, there may be unforeseeable fees and expenses that will need to be addressed by the Committee and the firm. The firm and the Committee will review the Budget and Staffing Plan throughout these Chapter 11 Cases to determine any adjustments required to the Budget and Staffing Plan. Howard S. Steel, Esq., a partner at Goodwin Procter 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: Howard S. Steel, Esq. Stacy Dasaro, Esq. Gabrielle Gould, Esq. James Lathrop, Esq. GOODWIN PROCTER LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 Tel: (212) 813-8800 Fax: (212) 937-2156 Email: hsteel@goodwinlaw.com sdasaro@goodwinlaw.com ggould@goodwinlaw.com jlathrop@goodwinlaw.com About UpHealth Holdings Inc. UpHealth Holdings Inc. is a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management. UpHealth Holdings and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19, 2023. In the petitions filed by Samuel J. Meckey, chief executive officer, UpHealth Holdings disclosed up to $500 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Stuart M. Brown, Esq., at DLA Piper LLP (US) as counsel; Morrison & Foerster LLP as litigation counsel; and FTI Consulting, Inc. as financial advisor. Omni Agent Solutions is the Debtors' administrative agent. VECTOR UTILITIES: Unsecureds to Get $1K per Month for 60 Months --------------------------------------------------------------- Vector Utilities, LLC, and Rolando and Griselda Gaytan filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement in support of Plan of Reorganization dated January 16, 2024. Mr. Rolando Gaytan and Mrs. Griselda Gaytan reside in Laredo, Texas where they founded their small construction business in 1999. Mr. and Mrs. Gaytan are the owners of Vector Utilities, LLC and Mrs. Gaytan is the managing member. Vector Utilities began operating in 1999 and registered as a Limited Liability company with the state of Texas in 2007. Vector Utilities, LLC specializes in providing construction services to the telecommunications industry it also provides heavy construction services. On the Effective Date, all property of the Debtors' bankruptcy estate will vest in the Debtors, as the Reorganized Debtors, free and clear of all liens, claims and encumbrances, except as may be provided by the Plan. The Reorganized Debtors will thereupon be authorized to conduct the liquidation of their assets as set forth herein and to pay all Creditors the full amounts of their Allowed Claims. The Plan does not propose to modify or supplant any federal or state laws or regulations that may be applicable to the Reorganized Debtors. The Debtors want to sell the assets to assist the Debtors to build up the business so it can handle future expenses and ensure that there is sufficient money to survive so it can pay its creditors. Class 5 consists of Non-Priority General Unsecured Claims. These non-priority general unsecured creditors will be paid a total of $1,000.00 per month on a pro rata basis for 60 months, with the first monthly payment being due and payable on the 15th day of the first full month after 60 days after the date of confirmation of the plan. The remaining balance due these creditors at the end of the 60 months will be discharged. This Class is impaired. Mr. and Mrs. Gaytan are the equity interest holders of Vector Utilities, LLC. Mrs. Gaytan is the managing member. They intend to continue as owners of Vector Utilities, LLC. Pursuant to the provisions of Sections 1141(b) and 1141(c) of the Bankruptcy Code, all assets of the Debtors that remain will vest in the Reorganized Debtors on the Effective Date free and clear of all Claims, Liens, encumbrances, charges and other interests of the holders of Claims and Equity Interests, except as otherwise provided in the Plan. Upon the Effective Date of the Plan, the Reorganized Debtors will be free to conduct their business, manage their affairs, and enter into transactions without restriction or limitation imposed under any provision of the Bankruptcy Code, except to the extent otherwise provided in the Plan. Except for provisions dealing with payments to holders of Claims, the Plan does not contain any limitations with respect to the Debtors' future operation of their business(es). The Debtors believe that they will have sufficient disposable income to fund the Plan. A full-text copy of the Disclosure Statement dated January 16, 2024 is available at https://urlcurt.com/u?l=UygLTi from PacerMonitor.com at no charge. Attorney for Debtor: Margaret McClure, Esq. 909 Fannin, Suite 3810 Houston, TX 77010 Telephone: (713) 659-1333 Facsimile: (713) 658-0334 Email: margaret@mmmcclurelaw.com About Vector Utilities Vector Utilities, LLC, specializes in providing construction services to the telecommunications industry it also provides heavy construction services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60040) on July 16, 2023. In the petition signed by Griselda C. Gaytan, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge David R. Jones oversees the case. Margaret M. McClure, Esq., at Law Office of Margaret M. McClure, is the Debtor's legal counsel. VENEZUELA: PDV Shares Up for Sale; January 22 Bid Deadline Set -------------------------------------------------------------- The United States District Court for the District of Delaware issued an opinion and corresponding order on Jan. 14, 2021, setting forth certain contours for the sale of the shares of PDV Holding Inc. ("PDVH") owned by Petroleos de Venezuela S.A. ("PDVSA"). In furtherance thereof, the Court appointed Robert B. Pincus as special master on April 13, 2011, to assist the Court with the sale of PDVSA's shares of PDVH. The special master is advised by Weil, Gotshal & Manges LLP, as transaction counsel, and Evercore Group LLC as investment banker. On Oct. 11, 2022, the Court entered an order (i) approving the bidding procedures (ii) setting the timeframe for potential bidders to submit a proposal to purchase the shares of PDVH and scheduling a tentative hearing with respect to the approval of the sale, (iii) authorizing and approving the notice procedures for the foregoing; and (iv) granting related relief. Interested parties may submit bids for the purchase and sale of some or all of the shares of PDVH in accordance with the terms and conditions set forth in the bidding procedures. To avoid any ambiguity, parties may submit bids for less than 100% of the shares of PDVH so long as such bid satisfies the attached judgments. PDVH is the sole shareholder and direct parent of CITGO Holding Inc., which in turn is the sole shareholder and direct parent of CITGO Petroleum Corporation. Important Dates and Deadline a) Round 1: Deadline to submit non-binding bids. Any person or entity interested in participating in the sale of shares of PDVH is encouraged to submit a non-binding indication of interest on or before Jan. 22, 2024, at 6:00 p.m. (prevailing Eastern Time). b) Round 2: Deadline to submit final binding bids. To determined following completion of Round 1. c) Sale Objection Deadlines. To determined following completion of Round 2. d) Sale Hearing. A tentatively-scheduled hearing to approve the sale transaction will be held before the Hon. Leonard P. Stark on July 15, 2024, at 10:00 a.m. (prevailing Eastern Time) at the United State District Court, 844 North King Street, Wilmington, Delaware 19801. Any party interested in submitting a bid should contact the special master's investment banker, Evercore (attn: Ray Strong at ray.strong@evercore.com; William Hiltz at hiltz@evercore.com; David Ying at ying@evercore.com; and Stephen Goldstein at stephen.goldstein@evercore.com). Copies of the sale procedures order and the bidding procedures may be requested free of charge by email to the special master's counsel, Weil Gotshal & Manges LLP (Attn: Chase Bentley at chase.bentley@weil.com and Maggie Burrus at maggie.burrus@weil.com. About PDVSA Founded in 1976, Petroleos de Venezuela, S.A. (PDVSA) is the Venezuelan state-owned oil and natural gas company, which engages in exploration, production, refining and exporting oil as well as exploration and production of natural gas. It employs around 70,000 people and reported $48 billion in revenues in 2016. In May 2019, Moody's Investors Service withdrew all the ratings of Petroleos de Venezuela, S.A. including the senior unsecured and senior secured ratings due to insufficient information. At the time of withdrawal, the ratings were C and the outlook was stable. Citgo Petroleum Corporation (CITGO) is Venezuela's main foreign asset. CITGO is majority-owned by PDVSA. CITGO is a United States-based refiner, transporter and marketer of transportation fuels, lubricants, petrochemicals and other industrial products. However, CITGO formally cut ties with PDVSA at about February 2019 after U.S. sanctions were imposed on PDVSA. The sanctions are designed to curb oil revenues to the administration of President Nicolas Maduro and support for the Juan Guaido-headed party. About Venezuela Venezuela, officially the Bolivarian Republic of Venezuela, is a country on the northern coast of South America, consisting of a continental landmass and a large number of small islands and islets in the Caribbean sea. The capital is the city of Caracas. Hugo Chavez was president to Venezuela from 1999 to 2013. The Chavez presidency was plagued with challenges, which included a 2002 coup d'etat, a 2002 national strike and a 2004 recall referendum. Nicolas Maduro was elected president in 2013 after the death of Chavez. Maduro won a second term at the May 2018 Venezuela elections, but this result has been challenged by countries including Argentina, Chile, Colombia, Brazil, Canada, Germany, France and the United States who deemed it fraudulent and moved to recognize Juan Guaido as president. The presidencies of Chavez and Maduro have challenged Venezuela with a socioeconomic and political crisis. It is marked by hyperinflation, climbing hunger, poverty, disease, crime and death rates, social unrest, corruption and emigration from the country. Moody's has withdrawn 'C' local currency and foreign currency ceilings for Venezuela in September 2022. Standard & Poors has also withdrawn its 'SD/D' foreign currency sovereign credit ratings and 'CCC-/C' local currency ratings on Venezuela in September 2021 due to lack of sufficient information. Fitch withdrew its own 'RD/C' Issuer Default Ratings on Venezuela in June 2019 due to the imposition of U.S. sanctions on the country's government. VERITAS US: AB High Income Marks $3.5MM Loan at 16% Off ------------------------------------------------------- AB High Income Fund, Inc has marked its $3,523,000 loan extended to Veritas US, Inc., Inc to market at $2,968,876 or 84% of the outstanding amount, as of October 31, 2023, according to a disclosure contained in AB High Income's Form N-CSR for the Fiscal year ended October 31, 2023, filed with the Securities and Exchange Commission. AB High Income is a participant in a Bank Loan to Veritas US, Inc. The loan accrues interest at a rate of 0.439% (SOFR 1 Month + 5.00%) per annum. The loan matures on September 1, 2025. AB High Income Fund, Inc is organized as a Maryland corporation and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. Veritas US Inc. designs and develops enterprise software solutions. WC 6TH AND RIO: Hires Hayward PLLC as Bankruptcy Counsel -------------------------------------------------------- WC 6th and Rio Grande, L.P. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Hayward PLLC as general bankruptcy counsel. The firm's services include: a. giving the Debtor legal advice with respect to its powers and duties as Debtor as Debtor-in-Possession in the continued operation of its business and management of its property; b. advising the Debtor of its responsibilities under the Bankruptcy Code and assist with such; c. preparing and filing of the voluntary petition and other paperwork necessary to commence this proceeding; d. assisting the Debtor in preparing and filing the required Schedules, Statement of Affairs, Monthly Financial Reports, and any amendments thereto; e. assisting the Debtor in preparing the Initial Debtors Report and other documents required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this Court and the administrative procedures of the Office of the United States Trustee; f. representing the Debtor in connection with adversary proceedings and other contested and uncontested matters, both in this Court and in other courts of competent jurisdiction, concerning any and all matters related to these bankruptcy proceedings and the financial affairs of the Debtor; g. representing the Debtor in the negotiation and documentation of any sales or refinancing of property of the estate, and in obtaining the necessary approvals of such sales or refinancing by this Court; and h. assisting the Debtor in the formulation of a plan of reorganization and disclosure statement, and in taking the necessary steps in this Court to obtain approval of such disclosure statement and confirmation of such plan of reorganization. The firm will be paid at these rates: Ron Satija $500 per hour Todd Headden $400 per hour Other attorneys $300 to $500 per hour Paralegals $150 to $195 per hour Legal Assistant $95 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The retainer is $25,000. Ron Satija, Esq., a partner at Hayward PLLC, 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: Ron Satija, Esq. Todd Headden, Esq. HAYWARD PLLC 7600 Burnet Road, Suite 530 Austin, TX 78757 Tel: (737) 881-7100 Email: rsatija@haywardfirm.com theadden@haywardfirm.com About WC 6th and Rio Grande, L.P. WC 6th and Rio Grande, LP is a Single Asset Real Estate debtor debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-11040) on December 4, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Natin Paul, authorized signatory, signed the petition. Judge Shad Robinson oversees the case. Ron Satija, Esq. of HAYWARD PLLC represents the Debtor as legal counsel. WILLAMETTE VALLEY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Willamette Valley Hops, LLC 18711 French Prairie Rd. NE Saint Paul, OR 97137 Business Description: Willamette Valley Hops, LLC is a family owned and operated premium hop product distributor, established in 2008 and located in the heart of the Willamette Valley. Chapter 11 Petition Date: January 19, 2024 Court: United States Bankruptcy Court District of Oregon Case No.: 24-60110 Judge: Hon. Peter C. Mckittrick Debtor's Counsel: Ted A. Troutman, Esq. TROUTMAN LAW FIRM P.C. 5075 SW Griffith Dr. Ste 220 Beaverton, OR 97005 Tel: 503-292-6788 Fax: 503-596-2371 Email: tedtroutman@sbcglobal.net Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Paul Stevens as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3H5E2LA/Willamette_Valley_Hops_LLC__orbke-24-60110__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Anthony Barrera Wages Owned $923 20460 S Main Street POB 3 Saint Paul, OR 97137 2. Bruce Wolf Wages Owed $2,584 5295 St. Louis Road NE Gervais, OR 97026 3. Clayton Hops Business Vendor $11,538 377 Waimea West Road Brightwater 7091, New Zealand 4. Danielle Davidson Wages Owed $752 11315 Wheatland RD NE Gervais, OR 97026 5. Derek Wolf Wages Owed $1,523 2571 Graystone Drive Woodburn, OR 97071 6. Gooding Farms Business Vendor $95,313 23669 Batt Corner Rd Parma, ID 83660 7. Innovation Tea Business Vendor $12,680 670 Hardwick Rd, Unit #4 Bolton, Ontario Canada L7E 5R5 8. Internal Revenue Service Payroll Taxes $1,190,546 Centralized Insolvency Solutions PO Box 7346 Philadelphia, PA 19101 9. Jeff Langley Wages Owed $2,769 1195 Josephine Street Oregon City, OR 97045 10. John I. Haas Business Vendor $8,774,099 1600 River Road Yakima, WA 98902 11. Joseph Caulkins Wages Owed $1,080 16912 SW Reghetto Street Sherwood, OR 97140 12. Maureen Barbur Wages Owed $1,476 416 4th Avenue Oregon City, OR 97045 13. ODR - Bkcy Payroll Taxes $126,663 955 Center NE #353 Salem, OR 97301 14. Paul Allard Wages Owed $3,507 14 River Woods Drive Scarborough, ME 04074 15. Paul Stevens Wages Owed $2,769 7402 O'Neil Road Keizer, OR 97303 16. Preferred Transportation Business Vendor $17,844 Services PO Box 550 Prosser, WA 99350 17. US Bancorp Hop Inventory $926,215 c/o Richard C. Davis, CEO 800 Nicolette Mall Minneapolis, MN 55402 18. US Bancorp Wolf Land Loan/ $646,084 c/o Richard C. Personal Guaranty Davis, CEO 800 Nicolette Mall Minneapolis, MN 55402 19. William Delema Wages Owed $1,000 1225 Goosecreek Road Woodburn, OR 97071 20. XPO Logistics Business Vendor $92,685 Five American Lane Greenwich, CT 06831 YH&R CONSTRUCTION: Hires Robert Williams CPA as Accountant ---------------------------------------------------------- YH&R Construction, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Robert Williams, CPA as accountant. Mr. Williams will assist the Debtor in filing the 2022 Form 1065, and the 2018 Form 1065. Mr. Williams will be paid a flat fee of $750 for the 2022 tax returns. 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: Robert Williams, CPA 85 NE Loop 410, Ste. 204 San Antonio, TX 78216 Tel: (210) 525-8588 About YH&R Construction, LLC YH&R Construction, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51383) on Oct. 6, 2023. In the petition signed by Sandor Gonzalez, chief executive officer, the Debtor disclosed up to $50,000 in estimated assets and up to $10 million in estimated liabilities. Judge Craig A. Gargotta oversees the case. James S. Wilkins, Esq., serves as the Debtor's counsel. YI GROUP: S&P Withdraws 'CCC' Long-Term Issuer Credit Rating ------------------------------------------------------------ S&P Global Ratings withdrew its 'CCC' long-term issuer credit rating on YI Group Holdings LLC at the company's request. S&P also withdrew its 'CCC' issue-level rating on its first-lien term loans. The outlook on issuer credit rating was negative at the time of the withdrawal. YI Group repaid its rated debt following a refinancing. ZEUUS INC: Incurs $790K Net Loss in Fiscal Year Ended Sept. 30 -------------------------------------------------------------- Zeuus, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $790,033 for the year ended Sept. 30, 2023, compared to a net loss of $833,922 for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $1.26 million in total assets, $2.33 million in total liabilities, and a total stockholders' deficit of $1.07 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2023, issued a "going concern" qualification in its report dated Jan. 16, 2024, citing that the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1687926/000149315224002420/form10-k.htm About Zeuus, Inc. Zeuus, Inc. is a data centric company with business activities focused three main areas: ZEUUS Data Centers, ZEUUS Energy, and ZEUUS Cyber Security. By combining the power of its three divisions, ZEUUS can deliver cost-effective sustainable solutions with ongoing growth. The Company believes that it has strong economic prospects by the following dynamics of the data storage, green energy generation and cyber security. [*] DSI Announces New Employee Ownership Structure -------------------------------------------------- Development Specialists, Inc. (DSI) on Jan. 17, 2024, announced a new ownership structure following the death of its founder, William A. "Bill" Brandt Jr. who had owned 100% of the financial consulting and turnaround firm. Prior to his passing in 2023, Mr. Brandt created a leadership succession plan ensuring DSI will continue operating with its talented and experienced group of professionals who serve clients from seven offices throughout the U.S. The firm is now owned by a select group of those professionals and is led by a board of directors that includes long-time consultants Bradley Sharp, Joseph Luzinski, Steven Victor and Patrick O'Malley. The change took effect December 28, 2023. Mr. Sharp remains President and CEO. Founded in 1977 by Mr. Brandt, an industry pioneer and icon, DSI is a leading provider of management consulting and financial advisory services, including restructuring advisory services, corporate finance, forensic accounting, litigation support and expert testimony, as well as third-party fiduciary services. Clients include business owners, corporate management and boards of directors, financial services institutions, secured lenders, bondholders, unsecured creditors and creditor committees. As one of the first turnaround firms in the U.S., DSI expanded from its headquarters in Chicago to a national footprint with offices in Los Angeles, New York, Ft. Lauderdale, San Francisco, Wisconsin, Delaware and Ohio to better serve an extensive client base. "DSI is committed to building on Bill’s legacy as one of the preeminent consulting and turnaround firms in the country," Sharp said. "Since 1977, we have been guided by a single objective: maximizing value for all stakeholders. DSI excels due to the extensive experience and diverse background of our consultants, and I look forward to working with the unmatched team of professionals as we continue to grow this firm." About Development Specialists Development Specialists, Inc. (DSI) -- http://www.dsiconsulting.com/-- is one of the leading providers of management consulting and financial advisory services, including turnaround consulting, financial restructuring, litigation support, fiduciary services and forensic accounting. Its clients include business owners, private-equity investors, corporate boards, financial institutions, secured lenders, bondholders and unsecured creditors. For 45 years, DSI has been guided by a single objective: maximizing value for all stakeholders. With its highly skilled and diverse team of professionals, offices in the U.S. and international affiliates, and an unparalleled range of experience, DSI has built a solid reputation as an industry leader. [*] Julian Gurule Joins O'Melveny's Restructuring Practice ---------------------------------------------------------- O'Melveny on Jan. 16, 2024, disclosed that leading restructuring lawyer Julian Gurule has joined the firm's Los Angeles office as a partner in the Restructuring Practice Group, bolstering the team's West Coast roster and expanding its formidable national-level restructuring capabilities. For more than 16 years, Gurule has guided clients through the full range of distressed and bankruptcy matters from in-court and out-of-court restructurings to bankruptcy and distressed financings, M&A, and litigation. His practice spans an array of industries that align with O'Melveny's strengths, including entertainment, hospitality, health care, energy, and manufacturing. He also has extensive experience in the financial services, corporate finance, and private equity sectors. Mr. Gurule comes to O'Melveny from the Los Angeles office of Buchalter, where he served as co-chair of that firm's Insolvency & Financial Law Group. His clients include private equity funds and other distressed investors, secured and unsecured creditors, debtors, official creditors' committees, administrative agents, indenture trustees, and purchasers of distressed assets. Gurule's experience with both debtor- and creditor-side engagements complements O'Melveny's unique, full-service Restructuring Practice Group, which acts on all sides of bankruptcy and restructuring transactions. "We are delighted to welcome Julian to O'Melveny and to our award-winning Restructuring Team," said O'Melveny chair Bradley J. Butwin. "With his versatile skillset and track record of success, Julian enhances our ability to serve our clients on the West Coast in strategically important areas, especially in the media and entertainment, energy, and financial services arenas. It is a pleasure to welcome him aboard." "I'm excited to join O'Melveny's Los Angeles office," said Mr. Gurule. "The firm has a premier global platform, a reputation for superior client service, and a collegial, collaborative culture. I look forward to working with my new colleagues on O'Melveny's Restructuring Team and providing my clients with all of the industry-leading benefits O'Melveny has to offer in this increasingly challenging credit cycle." Mr. Gurule earned his J.D. from UCLA School of Law and his B.A. cum laude from the University of Washington. He is a member of the American Bankruptcy Institute, the Hispanic National Bar Association, and the Los Angeles County Bar Association, for which he has served on the Diversity in the Profession Committee. About O'Melveny O'Melveny a global law firm with 18 offices, is home to a talented team of more than 800 lawyers who help its clients grow, protect their assets, and navigate the challenges of complex law and regulation. Visit http://www.omm.com/to learn more. [*] Kramer Levin Names Distressed Investing Practice Co-Heads ------------------------------------------------------------- Kramer Levin on Jan. 17, 2024, disclosed that New York-based partners Daniel M. Eggermann and Rachael Ringer have been named co-heads of the firm's Distressed Investing practice. "Danny and Rachael have a strong track record in leading complex and large-scale bankruptcies and restructurings involving distressed investments, including LATAM Airlines Group, Diamond Sports Group and Caesars Entertainment Operating Co., and are ideally suited to continue growing this vibrant practice," said Kenneth H. Eckstein and Amy Caton, co-chairs of Kramer Levin's Bankruptcy and Restructuring department. Mr. Eggermann represents significant parties, including distressed investors, bank debt holder and bondholder groups, creditors' committees, independent directors, and other parties in interest, in complex Chapter 11 bankruptcy cases, out-of-court restructurings and other distressed situations. "With borrowers facing a wall of debt maturities against a backdrop of relatively high interest rates, we are seeing increased demand for advice on a broad range of distressed and restructuring-related investments and financings, and our team is well-positioned to help them navigate this complex and fast-moving market," said Mr. Eggermann. Ms. Ringer handles high-stakes and complex bankruptcy matters on behalf of creditors' committees, bondholders and ad hoc groups, shareholders and companies and regularly advises clients in connection with investments in distressed credits with complex capital structures. She has advised on many notable bankruptcies and restructurings across a diverse range of industries, including health care, retail, financial services, oil and gas services, biopharmaceuticals, and mass torts. "The depth and breadth of our restructuring bench -- combined with our strength and continued growth in finance and litigation -- have driven the growth of our Distressed Investing practice. Our ability to collaborate across disciplines to provide strategic advice and a comprehensive approach to restructuring is key to our success," said Ms. Ringer. The promotions of Mr. Eggermann and Ms. Ringer follow the firm's announcement last week that Ms. Caton has been promoted to co-chair of the firm's Bankruptcy and Restructuring practice and will co-lead the group along with Mr. Eckstein. Thomas Moers Mayer will step down from his co-chair position and will continue as a senior partner in Kramer Levin's Bankruptcy and Restructuring department. Kramer Levin's Distressed Investing practice represents banks, hedge funds and other financial institutions in all types and stages of distressed investing. The team routinely advises clients at the pre-workout, pre-petition and post-petition phases as well as on distressed debt acquisitions, loan-to-own strategies and distressed asset sales, both in and out of court. The firm's Distressed Investing practice is complemented by its Special Situations practice and strong Bankruptcy Litigation and Investigations and Financial Services Litigation groups, both of which experienced significant growth when Kramer Levin combined with Washington, DC, litigation boutique Robbins, Russell, Englert, Orseck & Untereiner LLP in 2022. About Kramer Levin Naftalis & Frankel Kramer Levin -- http://www.kramerlevin.com/-- provides its clients with proactive, creative and pragmatic solutions that address today's most challenging legal issues. The firm is headquartered in New York with offices in Silicon Valley, Washington, DC, and Paris and fosters a strong culture of involvement in public and community service. [*] Moody's Takes Action on $329MM of US RMBS Issued 2004-2007 -------------------------------------------------------------- Moody's Investors Service has upgraded the ratings of 21 bonds and downgraded the ratings of four bonds from nine US residential mortgage-backed transactions (RMBS), backed by Alt-A and subprime mortgages issued by multiple issuers. The complete rating actions are as follows: Issuer: Accredited Mortgage Loan Trust 2004-3, Asset-Backed Notes, Series 2004-3 Cl. 1M1, Upgraded to Aaa (sf); previously on Apr 4, 2023 Upgraded to A3 (sf) Cl. 1M2, Upgraded to A2 (sf); previously on Apr 4, 2023 Upgraded to Ba2 (sf) Cl. 2A5, Downgraded to A3 (sf); previously on Dec 20, 2018 Upgraded to Aa1 (sf) Cl. 2A6, Downgraded to Baa3 (sf); previously on Dec 20, 2018 Upgraded to A1 (sf) Cl. 2M1, Downgraded to Ba1 (sf); previously on Dec 20, 2018 Upgraded to A3 (sf) Cl. 2M2, Downgraded to Ba2 (sf); previously on Dec 20, 2018 Upgraded to Baa2 (sf) Issuer: Citigroup Mortgage Loan Trust 2006-AMC1 Cl. A-1, Upgraded to Aaa (sf); previously on Jul 7, 2022 Upgraded to A3 (sf) Cl. A-2B, Upgraded to Baa3 (sf); previously on Dec 28, 2017 Upgraded to Caa1 (sf) Cl. A-2C, Upgraded to Baa3 (sf); previously on Dec 28, 2017 Upgraded to Caa1 (sf) Issuer: CSFB Home Equity Pass-Through Certificates, Series 2004-8 Cl. M-3, Upgraded to Aaa (sf); previously on Apr 4, 2023 Upgraded to A3 (sf) Cl. M-4, Upgraded to Aa2 (sf); previously on Apr 4, 2023 Upgraded to Baa2 (sf) Cl. M-5, Upgraded to Baa1 (sf); previously on Apr 4, 2023 Upgraded to B1 (sf) Issuer: CSFB Home Equity Pass-Through Certificates, Series 2005-3 Cl. M-5, Upgraded to Aaa (sf); previously on Apr 4, 2023 Upgraded to A1 (sf) Issuer: CSFB Home Equity Asset Trust 2006-5 Cl. 1-A-1, Upgraded to Baa3 (sf); previously on May 5, 2010 Downgraded to Caa3 (sf) Cl. 2-A-3, Upgraded to Ba1 (sf); previously on Jul 12, 2022 Upgraded to B1 (sf) Issuer: GSAMP Trust 2006-HE8 Cl. A-1, Upgraded to Ba2 (sf); previously on Apr 4, 2023 Upgraded to B2 (sf) Cl. A-2C, Upgraded to Ba1 (sf); previously on Apr 4, 2023 Upgraded to B2 (sf) Cl. A-2D, Upgraded to Ba3 (sf); previously on Apr 16, 2018 Upgraded to Caa1 (sf) Issuer: Newcastle Mortgage Securities Trust 2007-1 Cl. 1-A-1, Upgraded to Aa1 (sf); previously on Feb 18, 2020 Upgraded to Baa2 (sf) Cl. 2-A-3, Upgraded to Baa1 (sf); previously on Jun 21, 2019 Upgraded to Ba3 (sf) Cl. 2-A-4, Upgraded to Baa2 (sf); previously on Feb 18, 2020 Upgraded to B1 (sf) Issuer: Opteum Mortgage Acceptance Corporation Asset Backed Pass-Through Certificates 2005-5 Cl. I-A1D, Upgraded to A3 (sf); previously on Apr 4, 2023 Upgraded to Ba1 (sf) Cl. I-A2, Upgraded to Baa3 (sf); previously on Apr 4, 2023 Upgraded to Caa1 (sf) Cl. I-APT, Upgraded to A3 (sf); previously on Apr 4, 2023 Upgraded to Ba1 (sf) Issuer: Terwin Mortgage Trust, Series TMTS 2005-10HE Cl. M-4, Upgraded to Aaa (sf); previously on Apr 4, 2023 Upgraded to A1 (sf) RATINGS RATIONALE The rating actions reflect the recent performance as well as Moody's updated loss expectations on the underlying pools. The rating upgrades are a result of the improving performance of the related pools, and an increase in credit enhancement available to the bonds. The rating downgrades are primarily due to a decline in credit enhancement available to the bonds due to the deal passing performance triggers. No actions were taken on the other rated classes in these deals because their expected losses remain commensurate with their current ratings, after taking into account the updated performance information, structural features, credit enhancement and other qualitative considerations. These include the potential impact of collateral performance volatility on ratings, sensitivity to excess spread, and interest risk from current or potential missed interest that remain unreimbursed. Principal Methodology The principal methodology used in these ratings was "US RMBS Surveillance Methodology" published in July 2022. Factors that would lead to an upgrade or downgrade of the ratings: Up Levels of credit protection that are higher than necessary to protect investors against current expectations of loss could drive the ratings of the subordinate bonds up. Losses could decline from Moody's original expectations as a result of a lower number of obligor defaults or appreciation in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Down Levels of credit protection that are insufficient to protect investors against current expectations of loss could drive the ratings down. Losses could rise above Moody's expectations as a result of a higher number of obligor defaults or deterioration in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Other reasons for worse-than-expected performance include poor servicing, error on the part of transaction parties, inadequate transaction governance and fraud. Finally, performance of RMBS continues to remain highly dependent on servicer procedures. Any change resulting from servicing transfers or other policy or regulatory change can impact the performance of these transactions. In addition, improvements in reporting formats and data availability across deals and trustees may provide better insight into certain performance metrics such as the level of collateral modifications. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***