/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240125.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, January 25, 2024, Vol. 28, No. 24 Headlines 425 MARCY AVENUE: Seeks to Tap Avrum J. Rosen as Legal Counsel 50 CROSBY PINES: Hughes Watters Revises Rule 2019 Statement 540 WEST 21ST: Unsecureds Unimpaired in Plan 540 WEST: Seeks Approval of Disclosures on Interim Basis ACCLIVITY ANCILLARY: FIles First Amended Plan ADVANCE THERAPY: Court OKs Interim Cash Collateral Access ADVENTURE ENVIRONMENTAL: Wins Cash Collateral Access on Final Basis AERKOMM INC: Incurs $6.4 Million Net Loss in Third Quarter AIR INDUSTRIES: Secures Two Contracts From New Customers ALPINE SUMMIT: Lienholders Say GUC Trust Lacks Funding ALPINE SUMMIT: Unsecureds to be Paid From Suits, Remaining Cash AMICAS PIZZA: Court OKs Deal on Cash Collateral Access AQUARIUM SOLUTIONS: Unsecureds Will Get 10% of Claims over 3 Years ARTIFICIAL INTELLIGENCE: Receives Order From Midwest Grocery Chain ATHERSYS INC: Seeks to Hire Ankura as Financial Advisor ATHERSYS INC: Seeks to Hire Outcome Capital as Investment Banker AVENTIS SYSTEMS: Unsecureds to Get Full Payment in Plan AVENTIS SYSTEMS: Wins Interim Cash Collateral Access BENITAGO INC: Court OKs Cash Collateral Access on Final Basis BLUE STAR: Clearthink Capital Reports 8% Equity Stake BW HOMECARE: S&P Downgrades ICR to 'CCC' on Weakening Liquidity CALAMP CORP: Receives Noncompliance Notice From Nasdaq CAROLINA PANEL: Hires Bradford Law Offices as Counsel CARROLS RESTAURANT: Moody's Puts 'B3' CFR on Review for Upgrade CITIUS PHARMACEUTICALS: Pfizer Executive Nominated to Board CLS HOLDINGS: Repays $3.88MM in Principal Debenture Obligations CONTAINER STORE: Moody's Cuts CFR to 'B3', Outlook Stable CONTINUOUS CAST: Unsecureds to Be Paid From Sponsor, Income CORE SCIENTIFIC: Completes Reorganization, Exits Chapter 11 CORE SCIENTIFIC: Reaches Settlement Agreement with Sphere 3D CORRELATE ENERGY: Christine Gulbranson Holds 250,000 Stock Options CORRELATE ENERGY: J. Themaat Holds 500,000 Stock Options COSMOS HEALTH: Closes Acquisition of 10-Drug Portfolio for $3.5M CSI COMPRESSCO: Announces General Partner's Quarterly Distribution CURRENT ENERGY: Joli Lofstedt Named Subchapter V Trustee CUSTOM LOGGING: Wins Cash Collateral Access Thru March 7 CYXTERA TECHNOLOGIES: Exits Chapter 11 DAYBREAK OIL: Posts $2.4 Million Net Loss in FY Ended Feb. 28 DMK PHARMACEUTICALS: Revises Meeting Quorum Requirements DOT DOT SMILE: Unsecureds Get Full Payment After Other Claims E-B DISPLAY: Unsecureds Owed $2.4M to Get Less Than 1% of Claims EAGLE PROPERTIES: Unsecureds Get Income, Contributions and Proceeds EASTERN NIAGARA: Court Approves First Amended Disclosure Statement ELETSON HOLDINGS: Committee Taps FTI as Financial Advisor ELITE KIDS: Seeks Extension to File Plan Until May 2 EMERGENT BIOSOLUTIONS: Millennium Group, 2 Others Hold 4% Stake EMERGENT BIOSOLUTIONS: State Street Has 2.05% Stake as of Dec. 31 ENDO INTERNATIONAL: Fine-Tunes Reorganization Plan ETTA SCOTTSDALE: Jami Nimeroff Named Subchapter V Trustee F & B NEGOTIATIONS: Unsecureds to Get Share of Net Proceeds FALCON LOGISTICS: Hires Harlin Parker Attorneys as Counsel FLANNERY LLC: Hires Carl W. Hopkins, PA as Bankruptcy Counsel FLAWLESS SCREEN: Armistead Long Named Subchapter V Trustee FLAWLESS SCREEN: Seeks to Hire Weinstein & St. Germain as Counsel FORGOTTEN BOARDWALK: Douglas Stanger Named Subchapter V Trustee FREMONT TERRACE: Seeks to Hire Meyer Law Group as Counsel FRINJ COFFEE: Mark Sharf Named Subchapter V Trustee FT MEDICAL: Seeks to Hire Tax & Accounting Solutions as Accountant FTX TRADING: Third Circuit Mandates Appointment of Examiner GALLERIA PAIN: Tom Howley of Howley Law Named Subchapter V Trustee GARCIA GRAIN: Unsecureds Owed $90K to Get 40% in 3rd Amended Plan GUR MEAT INC: BPPR Says Plan Patently Unconfirmable HELLO LIVINGSTON: Court Confirms Chapter 11 Plan HORNBLOWER SUB: Moody's Cuts CFR to Caa3, Outlook Stable HUSKY INJECTION: S&P Rates New Secured Term Loan And Notes 'B-' HUSKY TECHNOLOGIES: Moody's Assigns 'B3' CFR, Outlook Stable IAFFORD NY: Unsecureds to Get 3 Cents on Dollar over 3 Years IBELIEVEINSWORDFISH: Seeks to Hire Meyer Law Group as Counsel IBIO INC: Secures $1Million Term Loan From Loeb Term Solutions INSTANT BRANDS: Midea Says Plan Patently Unconfirmable INSTANT BRANDS: Tianxi Says Disclosures Mislead Creditors INSTANT BRANDS: Unsecureds Get 15% of Litigation Trust Interests INTERGALACTIC THERAPEUTICS: Hires Cassel as Investment Banker INVESTMENTS SWK: Case Summary & Four Unsecured Creditors IPWE INC: Case Summary & 20 Largest Unsecured Creditors IQ DENTAL: Court OKs Interim Cash Collateral Access IRONNET INC: Court Confirms Second Amended Reorganization Plan JE LUCAS: Gets OK to Hire Cooper Law Firm as Counsel JEFFERSON CAPITAL: Moody's Affirms 'Ba2' CFR, Outlook Stable JNJ HOME: No Patient Complaints, 2nd PCO Report Says JUBILEE INVESTMENTS: Hires RE/MAX Prestige as Real Estate Broker JW ALUMINUM: S&P Alters Outlook to Positive, Affirms 'B-' ICR KODIAK TRUCKING: Court OKs Cash Collateral Access March 31 KODIAK TRUCKING: Seeks to Hire Fear Waddell as Bankruptcy Counsel KRONOS INTERNATIONAL: S&P Rates New Senior Secured Euro Notes 'B' KRONOS WORLDWIDE: Moody's Affirms B1 CFR, Outlook Remains Negative LAG SHOT: Ruediger Mueller of TCMI Named Subchapter V Trustee LAWRENCE COUNTY: Unsecureds to Split $15K in Subchapter V Plan LUMEN TECHNOLOGIES: BlackRock, Inc. Has 15.1% Stake as of Dec. 31 M & T REAL ESTATE: SkyBeam Says Disclosure Inadequate MALLINCKRODT PLC: Hein Park Capital, 2 Others Report 5.07% Stake MARIO THE BAKER: Hires Gamberg & Abrams as Counsel MASONIC HALL: Seeks to Hire Marc Voisenat, Esq. as Counsel MCCOY COUNSELING: Voluntary Chapter 11 Case Summary MERCY HOSPITAL: Pensioners' Committee Taps HBM as Financial Advisor MOMENTIVE PERFORMANCE: Moody's Alters Outlook on 'B1' CFR to Neg. MSS INC: Wins Cash Collateral Access Thru Feb 16 MYRIE'S PETS: Wins Cash Collateral Access Thru Jan 30 NASSAU BREWING: Unsecured Owed $1.3M to Get 18% in Plan NEXTPLAY TECHNOLOGIES: Appeals Nasdaq's Delisting Letter NEXTPLAY TECHNOLOGIES: Inks $2 Billion Convertible Loan Agreement NGL ENERGY: Moody's Rates New $2.1BB Secured First Lien Notes 'B2' OCEANVIEW DEVELOPMENT: Hires Peter K. Matsumoto as Accountant OUTLOOK THERAPEUTICS: Receives FDA Agreement Under SPA PARADISE REDEVELOPMENT: S&P Withdraws 'D' Long-Term Bond Rating PEGASUS HOME: Unsecureds Owed $14M to Get 1% of Their Claims PHUNWARE INC: Registers Additional 11 Million Shares Under 3 Plans PROFRAC HOLDINGS: S&P Stays 'B' ICR on New M&G Modifier Assessment PROPERTY ADVOCATES: April 10 Disclosures Hearing Set PROTERRA INC: Files Second Amended Joint Chapter 11 Plan QURATE RETAIL: To Release Fourth Quarter Results on Feb. 28th R L BURNS: Unsecureds Either Get $18K or $5K in Plan RED EFT: Christian Dribusch Named Subchapter V Trustee RED RIVER SUBS: Wins Cash Collateral Access Thru Feb 9 RELIABLE HEALTHCARE: Craig Geno Named Subchapter V Trustee REMARK HOLDINGS: Receives Another Noncompliance Notice From Nasdaq RENALYTIX INC: Updates on kidneyIntelX.dkd Coverage Determination RICE OIL: Case Summary & 20 Largest Unsecured Creditors RISING STAR: Disposable Income & Sale Proceeds to Fund Plan RISKON INTERNATIONAL: Registers $25M Securities for Possible Resale SIG RE LLC: Voluntary Chapter 11 Case Summary SINTX TECHNOLOGIES: Shares Select Q4, Full Year 2023 Revenue Update SOUTHEAST SUPPLY: Moody's Ups CFR to Ba3, Under Review for Upgrade SPIRIT AIRLINES: Moody's Lowers CFR to Caa2, Outlook Negative ST. MARGARET'S HEALTH: Panel Hires KCP as Financial Advisor STICKY HOLSTERS: Taps McHale as Financial Advisor & Expert Witness STUDIOKAZA MOBILI: Wins Interim Cash Collateral Access SUMMIT MATERIALS: S&P Upgrades ICR to 'BB+' on Merger Close SVB FINANCIAL: Ellington Management, 3 Others Report 8.56% Stake TALOS ENERGY: S&P Assigns 'BB-' Rating on 2nd-Lien Debt Offering TBZ 1 LLC: Voluntary Chapter 11 Case Summary THE ARENA GROUP: ABG Terminates Licensing Agreement; $45M Fee Due THERATECHNOLOGIES INC: Gets Update From FDA on Tesamorelin sBLA TONAWANDA COKE: Unsecureds to Get Share of Carveout in Plan TOP SHELV: Plan & Disclosures Due June 17, 2024 TOPPOS LLC: Trustee Taps Williams Overman Pierce as Accountant TRIUMPH GROUP: BlackRock, Inc. Has 16.3% Stake as of Dec. 31 TYCHE HOLDINGS: Hires Miranda & Maldonado P.C. as Counsel UKG INC: Moody's Affirms 'B2' CFR, Outlook Remains Negative VBI VACCINES: Further Extends Forbearance With Lenders to Feb. 6 VESTTOO LTD: Nixon Peabody & Cross File Rule 2019 Statement VICTORY PROFESSIONAL: Arturo Cisneros Named Subchapter V Trustee VIRTUS INVESTMENT: S&P Affirms 'BB+' ICR, Outlook Stable WHITETAIL DEVELOPMENT: Hires Chris Beckett as Real Estate Broker WINDSOR TERRACE: Wins $1MM DIP Loan from RT Lending [*] 15 Ervin Cohen Attorneys Named to 2024 SoCal Super Lawyers List [*] Four Cohn & Dussi Attorneys Named to Boston Top Lawyer List [*] U.S. Healthcare Bankruptcies Rose at Record Levels in 2023 [] Baltimore Commercial Property Foreclosure Sale Set for Jan. 25 [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 425 MARCY AVENUE: Seeks to Tap Avrum J. Rosen as Legal Counsel -------------------------------------------------------------- 425 Marcy Avenue, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Avrum J. Rosen, PLLC. The Debtor requires legal counsel to: (a) give advice regarding the rights and duties of the Debtor; (b) oversee the preparation of necessary reports to the court or creditors; (c) conduct all appropriate investigation or litigation; and (d) perform any other necessary duty in aid of the administration of the Debtor's estate. The hourly rates of the firm's counsel and staff are as follows: Partners $670 Associates $570 Paraprofessional $200 The firm received a post-petition retainer in the amount of $25,000. Avrum Rosen, Esq., a member of the Law Offices of Avrum J. Rosen, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Avrum J. Rosen, Esq. Law Offices of Avrum J. Rosen PLLC 38 New Street Huntington, NY 11743 Telephone: (631) 423-8527 Facsimile: (631) 423-4356 Email: arosen@ajrlawny.com About 425 Marcy Avenue 425 Marcy Avenue, LLC owns a property located at 419-427 Marcy Ave., Brooklyn, N.Y., valued at $19.6 million. 425 Marcy Avenue filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40118) on Jan. 16, 2023, with $19,600,000 in assets and $31,033,782 in liabilities. Aron Lebovits, owner of 425 Marcy Avenue, signed the petition. Judge Elizabeth S. Stong oversees the case. The Law Offices of Avrum J. Rosen PLLC represents the Debtor as counsel. 50 CROSBY PINES: Hughes Watters Revises Rule 2019 Statement ----------------------------------------------------------- The law firm Hughes Watters & Askanase, LLP ("HWA") filed an amended 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: 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. Gulf Capital Lending, 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. Gulf Capital Lending, LLC 42 acres 2200 Market Street, Suite 412 Sch A, DK# 11, p. 6 Galveston, TX 77550 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. 540 WEST 21ST: Unsecureds Unimpaired in Plan -------------------------------------------- 540 West 21st Street Holdings LLC submitted a Third Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation. This Combined Plan and Disclosure Statement is a liquidating chapter 11 plan that contemplates the sale of substantially all of the Debtor's assets. This Combined Plan and Disclosure Statement provides that the Effective Date shall occur on or shortly after, among other things, the closing of the Sale. After the Effective Date and the administration of this Combined Plan and Disclosure Statement, the Debtor will be dissolved. As of the Petition Date, the Debtor also carries approximately $3,500,000 in general unsecured debt obligations to its trade creditors. West 21st Street Investment Member LLC obtained approximately $5 million in unsecured financing by issuing a promissory note to Gutkind (the "Gutkind Note"). 540 West 21st Development LLC obtained approximately $32 million in unsecured financing from various individuals and entities, many of which are also equity holders in 540 West 21st Development LLC's parent entities, 540 West 21st Street LLC and 540 West 21st Street Investments II, LLC. 540 West 21st Street LLC obtained approximately $178 million in unsecured financing from various individuals and entities, many of which are also equity holders in 540 West 21st Street LLC and 540 West 21st Street Investments II, LLC. 540 West 21st Street Investments II LLC obtained approximately $13 million in unsecured financing from various individuals and entities, many of which are also equity holders in 540 West 21st Street LLC and 540 West 21st Street Investments II, LLC. Here, this Combined Plan and Disclosure Statement provides for the liquidation and distribution of the Sale Proceeds in the amount of $87,400,000, resulting from the Sale of the Debtor's Property. Accordingly, the Debtor believes all chapter 11 plan obligations will be satisfied without the need for further reorganization. Under the Plan, Class 5 General Unsecured Trade Claims total $1,249,680.45 and will recover 100% of their claims. Each Holder of a General Unsecured Trade Claim will receive a payment in cash from the Class 5 Carve-Out in an amount required to pay such Holder 100% of the amount of such Holder's Allowed General Unsecured Trade Claim. Class 5 is unimpaired. "Class 5 Carve-Out" means pursuant to and as a direct byproduct of the settlement and compromise set forth in Section 6.4 of the Plan, an amount of cash to be funded by the First Lien Lender from its Class 2 distributions sufficient to ensure that Class 5 receives $2,205,000 on the Effective Date, which is 100% recovery on account of the aggregate amount of the Stipulated Allowed Class 5 Claims. The Debtor shall fund distributions under the Plan with the Sale Proceeds, Cash on hand, the Class 3 Carve-Out, the Class 4 Carve-Out, the Class 5 Carve-Out, the Class 6 Carve-Out and the Reserve Fund. Cash payments to be made pursuant to the Plan will be made by the Debtor or Plan Administrator. Important dates and procedures: * Voting Procedures Hearing Objection Deadline will be on Jan. 24, 2024 at 4:00 p.m. (ET). * Voting Procedures and Interim Disclosure Statement Hearing will be on Jan. 31, 2024 at 10:30 a.m. (ET). * Voting Record Date will be on the date of entry of the Interim Approval and Procedures Order. * Solicitation Commencement Date will be within 2 business days after entry of the Interim Approval and Procedures Order. * Deadline for Creditors to File Rule 3018 Motions will be on Feb. 21, 2024 at 4:00 p.m. (ET). * Deadline for Debtors to Respond to Rule 3018 Motions will be on Feb. 28, 2024 at 4:00 p.m. (ET). * Hearing on Rule 3018 Motions will be on Mar. 6, 2024 at 10:30 a.m. (ET). * Voting Deadline for this Combined Plan and Disclosure Statement will be on Mar. 6, 2024 at 4:00 p.m. (ET). * Combined Plan and Disclosure Statement Objection Deadline will be on March 6, 2024 at 4:00 p.m. (ET). * Deadline to File Confirmation Brief, Other Evidence Supporting this Combined Plan and Disclosure Statement, and Proposed Confirmation Order will be on Mar. 11, 2024 at 4:00 p.m. (ET). * Deadline to File Voting Tabulation Affidavit will be on March 11, 2024 at 4:00 p.m. (ET). * Combined Hearing will be on March 13, 2024 at 11:00 a.m. (ET). Counsel for the Debtor: William E. Chipman, Jr., Esq. CHIPMAN BROWN CICERO & COLE LLP Hercules Plaza, 1313 North Market St, Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0193 E-mail: Chipman@ChipmanBrown.com - and - Jason J. DeJonker, Esq. William S. Hackney, Esq. BRYAN CAVE LEIGHTON PAISNER LLP 161 North Clark St., Suite 4300 Chicago, IL 60601 Tel: (312) 602-5000 Fax: (312) 602-5050 E-mail: jason.dejonker@bclplaw.com william.hackney@bclplaw.com A copy of the Disclosure Statement dated Jan. 10, 2024, is available at https://tinyurl.ph/mkiss from PacerMonitor.com. About 540 West 540 West 21st Street Holdings LLC is headquartered in New York, NY and is a real estate holding company formed specifically to facilitate the financing and construction of a mixed-use development at the Property. 540 West sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del Lead Case No. 23-11053) on Aug. 2, 2023. In the petition signed by Noam Teltch as authorized signatory, the Debtor disclosed up to $95,842,716 in assets and $256,664,374 in liabilities. Hon. Mary F. Walrath oversees the case. The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel, Chipman Brown Cicero & Cole, LLP as Delaware counsel, Tomer Jacob as chief restructuring officer, and Bankruptcy Management Solutions, Inc. dba Stretto as claims agent. 540 WEST: Seeks Approval of Disclosures on Interim Basis -------------------------------------------------------- 540 West 21st Street Holdings LLC filed a motion for order approving adequacy of disclosures in Third Amended Combined Disclosure Statement and Plan on interim basis and granting related relief. A hearing scheduled for Jan. 31, 2024 at 10:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #4, Wilmington, Delaware. Objections are due by Jan. 24, 2024. The Combined Disclosure Statement and Plan reflects and implements a consensual sale of the Debtor's only significant asset, a parcel of real estate, reached after months of negotiations between and among the Debtor, its senior secured creditor, unsecured creditors and other parties in interest (the "Sale Process"). Under the Sale Process, the proceeds of the sale of the Debtor's real property are required to be distributed pursuant to a plan of liquidation. The Combined Disclosure Statement and Plan implements the Sale Process. The Debtor proposes these dates in connection with solicitation of votes on, and confirmation of, the Plan: * Voting Procedures Hearing Objection Deadline will be on Jan. 24, 2024 at 4:00 p.m. (ET). * Voting Procedures and Interim Disclosure Statement Hearing will be on Jan. 31, 2024 at 10:30 a.m. (ET). * Voting Record Date will be on the date of entry of the Interim Approval and Procedures Order. * Solicitation Commencement Date will be within 2 business days after entry of the Interim Approval and Procedures Order * Deadline for Creditors to File Rule 3018 Motions will be on Feb. 21, 2024 at 4:00 p.m. (ET). * Deadline for Debtor to Respond to Rule 3018 Motions will be on Feb. 28, 2024 at 4:00 p.m. (ET). * Hearing on Rule 3018 Motions will be on Mar. 6, 2024 at 10:30 a.m. (ET). * Voting Deadline for the Combined Disclosure Statement and Plan will be on March 6, 2024 at 4:00 p.m. (ET). * Combined Disclosure Statement and Plan Objection Deadline will be on March 6, 2024 at 4:00 p.m. (ET). * Deadline to File Confirmation Brief and Other Evidence Supporting the Combined Disclosure Statement and Plan will be on March 11, 2024 at 4:00 p.m. (ET). * Deadline to File Voting Tabulation Affidavit will be on March 11, 2024 at 4:00 p.m. (ET) Combined Hearing Mar. 13, 2024 at 10:30 a.m. (ET). Co-Counsel to the Debtor: William E. Chipman, Jr., Esq. CHIPMAN BROWN CICERO & COLE, LLP 1313 N. Market St., Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0193 Fax: (302) 295-0199 E-mail: Chipman@ChipmanBrown.com - and - Jason J. DeJonker, Esq. William S. Hackney, Esq. BRYAN CAVE LEIGHTON PAISNER LLP 161 N. Clark St., Suite 4300 Chicago, IL 60602 Tel: (312) 602-5000 Fax: (312) 602-5050 E-mail: jason.dejonker@bclplaw.com william.hackney@bclplaw.com About 540 West 540 West 21st Street Holdings LLC is headquartered in New York, NY and is a real estate holding company formed specifically to facilitate the financing and construction of a mixed-use development at the Property. 540 West sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del Lead Case No. 23-11053) on Aug. 2, 2023. In the petition signed by Noam Teltch as authorized signatory, the Debtor disclosed up to $95,842,716 in assets and $256,664,374 in liabilities. Hon. Mary F. Walrath oversees the case. The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel, Chipman Brown Cicero & Cole, LLP as Delaware counsel, Tomer Jacob as chief restructuring officer, and Bankruptcy Management Solutions, Inc., d/b/a Stretto as claims agent. ACCLIVITY ANCILLARY: FIles First Amended Plan --------------------------------------------- Acclivity Ancillary Services LLC, et al., submitted a First Amended Joint Combined Chapter 11 Plan and Disclosure Statement. AW was formed on August 13, 2009. From its formation through mid-2020, AW was in the business of purchasing life insurance policies, fractionalizing the life insurance policies, selling the fractional interests to investors (the investors of AW existing as of the filing of the bankruptcy cases are referred to as the "Creditor-Investors") and then administering the life insurance policies. Under the Plan, for the 2020 Swap Creditor-Investors who submitted a redemption notice request before the Petition Date, they will have these two options: (1) Cash out payment equal to 85% of the claim amount which is equal to the client account value as of September 30, 2023 paid out in lump sum within 90 days of Effective Date of the Plan, OR (2) Cancel redemption request and remain an indirect investor in LOF, which investment will be subject to an annual administrative fee and AW’s limited partnership interest in LOF will be subject to an annual forced net asset value reduction to repay a portion of the LOF debt. For 2020 Swap Creditor-Investors who did not submit a redemption notice before the Petition Date, they will have these two options: (1) Cash payment of 40% of the claim amount which is equal to the client account value as of September 30, 2023 paid out in lump sum within 90 days of Effective Date of the Plan, OR (2) Retention of 100% indirect interest in LOF through AW's limited partnership interest in LOF, which investment will be subject to an annual administrative fee and the limited partnership interest in LOF will be subject to an annual forced net asset value reduction to repay a portion of the LOF debt As to FLS Interest Claims, for clients who retained a right to receive a portion of the death benefit of one or more underlying policies, they will have two options: (1) Cash payment of 2% of the claim amount, which will be the death benefit amount of the FLS Interest, with the 2% cash payment made as a lump sum within 90 days of Effective Date of the Plan, OR (2) Retention of the FLS Interest, provided that the Holder will be entitled to 64% of the death benefit or liquidation proceeds, with 35% of the remaining death benefit or liquidation proceeds being used to pay the LOF debt and with 1% of the remaining death benefit or liquidation proceeds being used to fund the Reorganized Debtor. Further, FLS Creditor-Investor’s that elect to retain their FLS Interest will be obligated to pay an annual administrative fee and the required portion of the insurance premium call associated with the fractionalized interest. As to the Florida Claims, Florida Creditor-Investors will receive (i) a cash payment of 1% of the claim amount which will be the death benefit amount of the Florida Creditor-Investor's underlying FLS Interest paid as a lump sum within 90 days of Effective Date of the Plan, plus (ii) recovery, if any, from litigation against Life Settlement Strategies of Florida, the seller of the Florida Policies. Life Opportunity Fund I, L.P. ("LOF"), not the Debtors, has agreed to fund the cash payments under the Plan for those Creditor-Investors that elect the Cash Out Option as their treatment under the Plan. In exchange for the cash payment LOF will receive that Creditor-Investors' associated capital account balance or FLS Interest. The funding of these cash payments under the Plan by LOF is in addition to the commitment to fund the DIP Loan and the Exit Loan. The funding of the Cash Out Option payments by LOF does not have to be repaid by the Debtors. LOF has available cash and access to additional funding through a line of credit to make the Cash Out Option payments under the Plan. LOF's availability under its line of credit is substantially more than the aggregate of all the Cash Out Option payments to the Investor-Creditors if every Investor-Creditor eligible for a Cash Out Option elects the Cash Out Option. The Reorganized Debtor will be Reorganized AW and Reorganized AAS, the resulting business organizations following the consummation of the Restructuring Transactions contemplated by the Plan. Reorganized AW will be owned by the 2020 Swap Creditor-Investors who are eligible for and elect the Retention Option (the "Continuing Members"). Deanna Osborne will be the Manager of Reorganized Debtor. Acclivity Ancillary Services LLC will continue its existence as a subsidiary of AW and it will continue to provide investor relations services for Reorganized AW. Deanna Osborne will be the Manager of Reorganized AAS. Reorganized AW and AAS will collect an aggregate estimated amount of $350,000 of fees each year, commencing in 2025, from the Continuing Members, which funds shall be used together with fees collected from Replacement Contract Holders, to pay all the operating costs of Reorganized AW and AAS. For the first year following the Effective Date, the Reorganized Debtor will be funded from loan proceeds from the debtor-in-possession financing, drawn substantially contemporaneously with the Effective Date. Such loan will be repaid pursuant to the treatment of LOF's claim, as set forth in Section IV.C above. Commencing in calendar year 2025, the Reorganized Debtor will be funded from the Contract Administration Fees collected from the Replacement Contract Holders and the Company Administration Fees collected from the Continuing Members holding the Replacement Membership Interests. Proposed Counsel to the Debtors: Lenard M. Parkins, Esq. Charles M. Rubio, Esq. PARKINS & RUBIO LLP Pennzoil Place, 700 Milam St., Suite 1300 Houston, TX 77002 Tel: (713) 715-1660 E-mail: lparkins@parkinsrubio.com crubio@parkinsrubio.com A copy of the Joint Combined Chapter 11 Plan and Disclosure Statement dated Jan. 12, 2024, is available at https://tinyurl.ph/ZDgwN from PacerMonitor.com. About Acclivity Ancillary Services Acclivity West, LLC, was formed by Kenneth “Ken” Frank and Timothy “Tim” Murphy in 2009. It initially sold life settlement investment instruments throughout the United States and later made the decision to limit sales to California residents only. AW purchased life insurance policies from persons who no longer wanted to maintain their policies (“Viators”), identified and aggregated the FLS Investors, and then sold FLS Interests to the FLS Investors. In October 2020, AW gave AW’s FLS Investors the opportunity to exchange their FLS Interests for limited liability company membership interests in AW and thereby become AW Investors. Acclivity Ancillary Services LLC and Acclivity West, LLC, filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90001) on Jan. 5, 2024. Judge Marvin Isgur oversees the cases. Lenard M. Parkins, Esq., at Parkins & Rubio, LLP and Schwartz Associates, LLC serve as the Debtors' legal counsel and financial advisor, respectively. W. Marc Schwartz, chairman of Schwartz Associates, is the Debtors' chief restructuring officer. Life Opportunity Fund I, L.P., and Life Opportunity I Feeder, L.P have agreed to provide debtor-in-possession financing to the Debtors under a multi-draw credit facility that provides funding availability up to an additional $735,000. ADVANCE THERAPY: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Advance Therapy Associates, Inc. to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to: (a) maintain and preserve its assets; and (b) continue the operation of its business, including payment of payroll, payroll taxes, and insurance expenses as reflected in the Budget. The Debtor is indebted to the United States Small Business Administration in the approximate amount of $500,000. The Debtor further admits that the SBA Loan is secured by a validly recorded UCC-1 filing which creates a valid and subsisting first lien and security interest covering the Debtor's Inventory, Equipment, Negotiable Instruments, Chattel Paper, Accounts Receivable and General Intangibles of the business. As adequate protection for use of cash collateral, the Debtor will resume monthly contractual payments under the terms of the underling SBA loan documents in the amount of $2,494, with payments to commence on or about January 8, 2024 and then on the 8th day of each month thereafter. The SBA is granted a replacement perfected security interest under 11 U.S.C. Section 361(2) to the extent the SBA's cash collateral is used by the Debtor, to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that the SBA held in the Debtor's pre-petition collateral. A final hearing on the matter is set for February 6 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=MYhZE4 from PacerMonitor.com. About Advance Therapy Associates Inc. Advance Therapy Associates Inc. owns and operates outpatient physical & occupational therapy clinics in New Jersey. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 24-10256) on January 10, 2024. Judge Jerrold N. Poslusny, Jr. oversees the case. In the petition signed by Anurag Tripath, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. ADVENTURE ENVIRONMENTAL: Wins Cash Collateral Access on Final Basis ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Adventure Environmental, Inc. to use cash collateral, on a final basis, in accordance with the budget. The Debtor requires the use of cash collateral to fund its day-to day operating expenses, including payroll, pursuant to and as set forth in the Budget. Pursuant to the UCC-1 Financing Agreement(s) filed by City National Bank of Florida, the Secured Lender may claim to have a security interest in certain personal property owned by the Debtor, including all goods, equipment, furniture, fixtures, inventory, accounts, accounts receivable, chattel paper and general intangibles. As of the Petition Date, the Debtor was indebted to the Lender in the amount of $12.4 million. As adequate protection, the Lender is granted a continuing and perfected replacement security interest in, and lien on all of the Debtor's and the Debtor's estate's right, title and interest in all Pre-Petition Collateral of the Lender. The Replacement Liens will be deemed automatically valid and perfected with such priority as provided in the Interim Order and the Final Order, without any further notice or act by any party that may otherwise be required under any other law. The events that constitute a Termination Event under the Final Order includes: a. Failure of the Debtor to abide by the terms, covenants, and conditions of the Interim Order, the Final Order, the Budget, and any Subsequent Budget; b. Any Subsequent Budget is not approved by the Lender; c. An application is filed by the Debtor for the approval of (or an order is entered by the Court approving) any claim arising under U.S.C. Section 507(b) of the Bankruptcy Code or otherwise, or any lien in the Chapter 11 Case, which is pari passu with or senior to the Pre-Petition Indebtedness or the adequate protection Replacement Liens granted, unless consented to in writing by the Lender; d. The commencement or support of any action by the Debtor or any other authorized person against the Lender to subordinate or avoid any liens made in connection with the Pre-Petition Secured Loan Documents or to avoid any obligations incurred in connection therewith; and e. The use of cash collateral for any purpose not authorized by the Interim Order or the Final Order. A copy of the order is available at https://urlcurt.com/u?l=k9KYca from PacerMonitor.com. About Adventure Environmental, Inc. Adventure Environmental, Inc. was founded in 1997 as a State of Florida Corporation that has been awarded and successfully completed hundreds of government and private contracts throughout the Country for: coastal environmental restoration of seagrasses, mangroves and wetlands; marine contracting involving dredging, canal & waterway stabilization/erosion control, commercial diving and barge/crane work; marine debris/derelict vessel salvage and removal; oil spill response and contingency planning; exotic and nuisance vegetation removal and control from land and sea; disaster response services; water quality monitoring and improvements; heavy equipment operation/earthwork/site preparation; and general construction. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19328) on November 13, 2023. In the petition signed by J. Gregory Tolpin, vice president and secretary, the Debtor disclosed $10,582,122 in assets and $13,253,968 in liabilities. Judge Corali Lopez-Castro oversees the case. Timothy S. Kingcade, Esq., at KINGCADE, GARCIA & MCMAKEN, P.A., represents the Debtor as legal counsel. AERKOMM INC: Incurs $6.4 Million Net Loss in Third Quarter ---------------------------------------------------------- Aerkomm Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.42 million on $61,582 of total revenue for the three months ended Sept. 30, 2023, compared to a net loss of $3.81 million on $2,855 of total revenue for the three months ended Sept. 30, 2022. For the nine months ended Sept. 30, 2023, the Company reported a net loss of $11.55 million on $507,949 of total revenue, compared to a net loss of $9.02 million on $6,073 of total revenue for the nine months ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $84.84 million in total assets, $54.82 million in total liabilities, and $30.02 million in total stockholders' equity. As of Sept. 30, 2023, the Company had cash and cash equivalents of $253,278 and restricted cash of $3,224,355. The Company has financed its operations primarily through cash proceeds from financing activities, including from our 2020 Offering, the issuance of convertible bonds, short-term borrowings and equity contributions by its stockholders. Aerkomm said, "We have not generated significant revenues, excluding non-recurring revenues in 2021 and 2019, and will incur additional expenses as a result of being a public reporting company. Currently, we have taken measures that management believes will improve our financial position by financing activities, including having successfully completed our Bond Offering, 2020 Offering, short-term borrowings and other private loan commitments, including the Loans from our investors, discussed above. With our current available cash, the $20 million in loan commitments from the Lenders and our expectations for our ability to raise funds in the near term, we believe our working capital will be adequate to sustain our operations for the next twelve months." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1590496/000121390024004903/f10q0923_aerkomm.htm About Aerkomm Headquartered in Nevada, USA, Aerkomm Inc. -- http://www.aerkomm.com-- is a full-service development stage provider of in-flight entertainment and connectivity (IFEC) solutions, intended to provide airline passengers with a broadband in-flight experience that encompasses a wide range of service options. Those options include Wi-Fi, cellular, movies, gaming, live TV, and music. The Company plans to offer these core services, which it is currently still developing, through both built-in in-flight entertainment systems, such as a seat-back display, as well as on passengers' own personal devices. Aerkomm reported a net loss of $11.88 million in 2022, a net loss of $9.38 million in 2021, a net loss of $9.11 million in 2020, a et loss of $7.98 million in 2019, and a net loss of $8.15 million in 2018. As of June 30, 2023, the Company had $70.15 million in total assets, $50.22 million in total liabilities, and $19.93 million in total stockholders' equity. AIR INDUSTRIES: Secures Two Contracts From New Customers -------------------------------------------------------- Air Industries Group announced that it has received two separate strategically important contracts, both from new customers. Air Industries has received an initial order for structural engine nacelle components for the new CH-53K Heavy Lift Helicopter. This initial order is for just under $1 million, but is the first release against an anticipated 5-year order expected to be in excess of $12 million. Separately, Air Industries has received an order from a major landing gear manufacturer for actuator subassemblies on a developmental aircraft. This initial order is modest at approximately $ 1 million, but this award concludes what has been a multi-year effort to establish a relationship with this large and important customer. When the program enters the production phase, the anticipated order value increases exponentially. Mr. Lou Melluzzo, CEO of Air Industries, commented: "These awards are very satisfying and result from our increased investment and efforts in business development. Air Industries is focused on increasing its workshare on the Sikorsky CH-53K. This new contract from a new customer furthers that goal. The second contract is also from a new customer and is significant to Air Industries as it represents an important first step from a large OEM in establishing a relationship that will grow materially. The order is for a developmental aircraft. Producing new, prototype product requires a high level of expertise, and considerable concurrent engineering skill. It is a tribute to Air Industries that this World Class OEM has placed its trust in us. We anticipate additional substantial orders in the coming months." About Air Industries Group Air Industries Group (NYSE American: AIRI) is an integrated manufacturer of precision assemblies and components for leading aerospace and defense prime contractors and original equipment manufacturers. The Company is a Tier 1 supplier to aircraft Original Equipment Manufacturers, a Tier 2 subcontractor to major Tier 1 manufacturers, and a Prime Contractor to the U.S. Department of Defense, and is highly regarded for its expertise in designing and manufacturing parts and assemblies that are vital for flight safety and performance. While the Company is presently in full compliance with its Webster Facility, it has failed to meet its covenants, as amended, during two out of three of the last fiscal quarters. Additionally, it is possible, that the Company may not meet its financial covenants in one of the upcoming fiscal quarters over the next 12 months due to either future losses or raising interest rates. Therefore, due to the aforementioned issues, the Company has classified the term loan that expires on December 30, 2025 as current as of September 30, 2023, in accordance with the guidance in ASC 470-10-45 related to the classification of callable debt. Failure to meet the revised covenants in future periods and secure any necessary waivers raises substantial doubt about the Company's ability to continue as a going concern within one year after the issuance date of this report. The Company is required to maintain a collection account with Webster Bank into which substantially all of the Company's cash receipts are remitted. If Webster were to cease lending and keep the funds remitted to the collection account, the Company would lack the funds to continue its operations, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. ALPINE SUMMIT: Lienholders Say GUC Trust Lacks Funding ------------------------------------------------------ Lienholders Baker Hughes Oilfield Operations, LLC, et al., filed a Joinder, Reservation of Rights, and Objection to the Disclosure Statement Motion of Alpine Summit Energy Partners, et al. The Lienholders object to the overly broad releases for "Released Parties" which provides a release from "any and all past or present Claims, Interests, indebtedness, and obligations, rights, suits, losses, damages, injuries, costs, expenses, Causes of Action, remedies, and liabilities whatsoever, including any derivative claims." Plan, Art. X.B. (the "Debtor Releases") and X.C. (the "Third-Party Releases") (collectively, the "Releases"). As holders of partially secured claims in some instances, the Lienholders share the concerns of the Committee of Unsecured Creditors regarding the lack of funding for the GUC Trust. The Disclosure Statement fails to adequately identify the remaining assets of the Debtors, to include its working interests in leasehold interests and wells (wellbore interests) not sold. For example, the Oriskany and Endurance wells, if not others. The Disclosure Statement lacks "adequate information" to enable creditors to make an informed decision on Plan voting. However, the combined plan and disclosure statement process means that the Debtors will have already spent substantial resources soliciting a plan that the Lienholders believe lacks adequate information. Attorneys for M&M Lienholders: Holly C. Hamm, Esq. Blake Hamm, Esq. William F. Thorne, Esq. MEHAFFY WEBER, P.C. P.O. Box 16 Beaumont, TX 77704 Tel: (409) 835-5011 Fax: (409) 835-5177 E-mail: HollyHamm@mehaffyweber.com BlakeHamm@mehaffyweber.com WilliamThorne@mehaffyweber.com About Alpine Summit Energy Partners Alpine Summit Energy Partners Inc. and its affiliates develop, own, and operate oil and gas properties in several formations in Texas. Alpine Summit Energy Partners and its affiliates, including HB2 Origination, LLC, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90739) on July 5, 2023. In the petition filed by Craig Perry, CEO and Chairman of Board of Directors, Alpine Summit Energy Partners estimated assets up to $50,000 and liabilities between $500,000 and $1 million. Affiliate Ageron Energy II, LLC estimated $100 million to $500 million in assets and $1 million to $10 million in liabilities. Affiliate HB2 Origination, LLC estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Porter Hedges, LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; Huron Consulting Services, LLC as financial advisor; and White & Case LLP as special litigation counsel. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Reed Smith, LLP as bankruptcy counsel and Huron Consulting Services, LLC as restructuring advisor. Ryan Bouley of Huron serves as chief restructuring officer. ALPINE SUMMIT: Unsecureds to be Paid From Suits, Remaining Cash --------------------------------------------------------------- Alpine Summit Energy Partners, Inc., et al., submitted a Liquidating Plan. Following the Effective Date, the Debtors' assets will be placed in two liquidating trusts: the GUC Trust and the Lienholder Trust. The Liquidating Trustees will be responsible for taking the necessary and appropriate actions to liquidate the remaining assets of the Debtors' Estates, make Distributions to Holders of Allowed Claims, and to proceed with an orderly, expeditious, and efficient wind-down of the Debtors' Estates in accordance with the terms of the Plan. Except to the extent that a holder of an Allowed DIP Claim agrees to less favorable treatment, on the Effective Date in full and final satisfaction, settlement, release, and discharge of, and in exchange for such Allowed DIP Claim, each holder of an Allowed DIP Claim shall receive payment in full in Cash of such holder's Allowed DIP Claim. Contemporaneously with the effectuation of the foregoing payment, the DIP Facility shall be deemed canceled, all commitments thereunder shall be deemed terminated, all Liens on property of the Debtors, arising out of or related to the DIP Facility (but not the Prepetition Credit Agreement Claims and Liens) shall automatically terminate, all collateral subject to such Liens shall be automatically released, and all guarantees of the Debtors arising out of or related to the DIP Claims shall be automatically discharged and released. Upon the reasonable request of the Debtors or the Lienholder Trustee, as applicable, the DIP Lender shall take all actions to effectuate and confirm such termination, release, and discharge. In the event that the DIP Lender does not take actions required to effectuate and confirm such termination, release and discharge within 45 days after receiving a written request to do so, the Debtors or the Lienholder Trustee, as applicable, shall also be authorized to make any such filings contemplated by the foregoing sentence on behalf of the DIP Lender, and the DIP Lender shall have no liabilities related thereto. After payment in full in Cash of the Allowed DIP Claim, notwithstanding anything else herein, the Prepetition Lender shall maintain all of its liens granted in respect of the Prepetition Credit Agreement. All rights, releases, and relief granted to the DIP Lender and the Prepetition Lender in the Final DIP Order are preserved for the benefit of the DIP Lender and the Prepetition Lender. The DIP Lender and the Prepetition Lender reserve all rights with respect to the ultimate allocation from which assets the Sales Proceeds are used to make payments on account of the Allowed DIP Claim, including payments contemplated herein or previously made to the DIP Lender. The DIP Lender shall provide to the Debtors, and the Debtors shall include in the Plan Supplement, the ultimate allocation from which assets the Sales Proceeds are used to make payments on account of the Allowed DIP Claim pursuant to the Final DIP Order, which allocation shall be incorporated in the Confirmation Order and shall become final and non-appealable with the Confirmation Order. Under the Plan, Class 6 consists of General Unsecured Claims. Each holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the GUC Trust Assets once converted to Cash pursuant to the GUC Trust Waterfall. Class 6 is impaired. "GUC Trust Assets" means the GUC Trust Retained Causes of Action and any Cash remaining in the Lienholder Trust after the payment in full of all Allowed Claims (other than General Unsecured Claims) pursuant to the Lienholder Trust Waterfall. "GUC Trust Waterfall" means the priority of distributions by the GUC Trustee from the GUC Trust as set forth in Article V.G of this Plan. All Distributions from the Lienholder Trust shall be funded first from unencumbered Lienholder Trust Assets (including any unencumbered property after the payoff of the DIP Facility), then pro rata from the Sales Proceeds of each well/lease. Priority of Distributions by the Lienholder Trustee from the Lienholder Trust shall be pursuant to the following waterfall: 1. To Holders of Allowed Administrative Claims (including any Professional Fee Claims that exceed the amount in the Professional Fee Reserve) not paid on or before the Effective Date; 2. To Holders of Allowed Priority Tax Claims and Other Priority Claims not paid on or before the Effective Date; 3. To the Lienholder Trustee and his/her professionals for the reasonable and necessary, documented and out of pocket fees and expenses incurred in connection with the administration of the Lienholder Trust; 4. To Holders of Allowed Secured Claims (including Senior Other Secured Claims, Statutory Lien Claims, and Prepetition Credit Agreement Claims) in the amount and in the priority as determined by a Final Order or Orders of the Bankruptcy Court pursuant to the Lien Determination Procedures Order; and 5. To the GUC Trust for distribution in accordance with the Plan and the GUC Trust Agreement. Priority of distributions by the GUC Trustee from the GUC Trust shall be pursuant to the following waterfall: 1. To the GUC Trustee and his/her professionals for the reasonable and necessary, documented and out of pocket fees and expenses incurred in connection with the administration of the GUC Trust; and 2. To holders of Allowed General Unsecured Claims. Counsel for the Debtors: Eric M. English, Esq. M. Shane Johnson, Esq. Megan Young-John, Esq. Michael B. Dearman, Esq. James A. Keefe, Esq. Jordan Stevens, Esq. PORTER HEDGES LLP 1000 Main St., 36th Fl. Houston, TX 77002 Tel: (713) 226-6000 Fax: (713) 226-6248 E-mail: eenglish@porterhedges.com sjohnson@porterhedges.com myoung-john@porterhedges.com mdearman@porterhedges.com jkeefe@porterhedges.com jstevens@porterhedges.com A copy of the Liquidating Plan dated Jan. 10, 2024, is available at https://tinyurl.ph/aNXAX from cases.ra.kroll.com, the claims agent. About Alpine Summit Energy Partners Alpine Summit Energy Partners Inc. and its affiliates develop, own, and operate oil and gas properties in several formations in Texas. Alpine Summit Energy Partners and its affiliates, including HB2 Origination, LLC, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90739) on July 5, 2023. In the petition filed by Craig Perry, CEO and Chairman of Board of Directors, Alpine Summit Energy Partners estimated assets up to $50,000 and liabilities between $500,000 and $1 million. Affiliate Ageron Energy II, LLC estimated $100 million to $500 million in assets and $1 million to $10 million in liabilities. Affiliate HB2 Origination, LLC estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Porter Hedges, LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; Huron Consulting Services, LLC as financial advisor; and White & Case LLP as special litigation counsel. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Reed Smith, LLP as bankruptcy counsel and Huron Consulting Services, LLC as restructuring advisor. Ryan Bouley of Huron serves as chief restructuring officer. AMICAS PIZZA: Court OKs Deal on Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Colorado authorized Amicas Pizza, Microbrew & More, Inc. to use cash collateral on a final basis, in accordance with its agreement with High Country Bank. As previously reported by the Troubled Company Reporter, Debtor requires the use of cash collateral to make payroll and pay additional expenses for restaurant operations. The Debtor is obligated to make payroll twice a month, in the amount of approximately $90,000 to $125,000, depending on the month. The parties agreed that the Bank has a perfected security interest in, among other things, the Debtor's cash, inventory, accounts receivable, equipment, and the proceeds thereof, in the approximate amount of $331,733 and $1,330,180, representing the current balances of two line of credit and loan agreements, by virtue of first priority deeds of trust recorded in 2016 and 2021 against certain real property located in Chaffee County, State of Colorado, commonly known as 136 North M St. Unit 1, Salida, CO 81201 and the Debtor's cash, inventory, accounts receivable and equipment. Specifically, in October of 2016, the Bank made a line of credit loan to the Debtor in the original principal amount of $230,000 which was evidenced by a promissory note and various other written loan documents. Additionally, in June of 2021, the Bank made a loan to the Debtor in the original principal amount of $1,440,000, which was evidenced by a promissory note and various other written loan documents. Finally, in June of 2023, the Bank made a loan to the Debtor in the original principal amount of $150,000, which was evidenced by a promissory note and various other written loan documents. As of the Petition Date, the balance under the Amicas Equipment Loan is $140,448. The Debtor owes pre-petition sales taxes to the State of Colorado in the approximate amount of $35,000, which, per the Agreement, are to be amortized over 60 months with interest at the statutory rate. The Debtor owes pre-petition sales taxes to the Internal Revenue Service in the amount of $16,471. There are additional entities that may claim an interest in the Debtor's cash collateral; however, the Bank's interest (an amount of approximately $2 million) is many times greater than the cash collateral value, which leaves the subordinate creditors with no interest in the cash collateral. The additional entities that may claim an interest in the Debtor's cash collateral and equipment are DMKA, LLC, c/o The Smarter Merchant, FORA Financial Advance, LLC, Forward Financing, Toast, U.S. Small Business Administration, Wall Holdings, LLC, Wellen Capital, LLC, and QFS Capital, LLC. A copy of the order is available at https://urlcurt.com/u?l=7LC8PN from PacerMonitor.com. About Amicas Pizza Microbrews & More, Inc. Amicas Pizza Microbrews & More, Inc. owns and operates a pizza restaurant offering wood-fired pies & craft beer in bright, laid-back digs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-16046) on December 29, 2023. In the petition signed by Christopher Bowers, president of Board of Directors, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Thomas B Mcnamara oversees the case. Jeffrey A. Weinman, Esq., at ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C., represents the Debtor as legal counsel. AQUARIUM SOLUTIONS: Unsecureds Will Get 10% of Claims over 3 Years ------------------------------------------------------------------ Aquarium Solutions, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a Plan of Reorganization dated January 18, 2024. Aquarium Solutions, LLC was formed in 2019 and operates as a tropical fish and corals retail store located in Wappingers Falls (Dutchess County), New York. Aquarium Solutions, LLC also provides fish tank cleaning services to both commercial and residential clients. As a result of a number of factors, including the relocation of the debtor's retail store, a dispute with Central Hudson regarding the outstanding balance at the previous location and Covid-19, Aquarium Solutions, LLC's cash flow had been greatly impacted. This subchapter V case under Chapter 11 of the Bankruptcy Code was filed to provide Aquarium Solutions, LLC with an opportunity to restructure its pre-petition obligations and stabilize its cash flow for the future. Class 3 consists of all Allowed Unsecured Claims against the debtor not entitled to priority treatment, including the general unsecured claim of the SBA. The Class 3 Claims shall be paid pro rata from the debtor's projected disposable income, on a quarterly basis (April 15, July 15, October 15 and January 15), over a period of 3 years without interest. The claims in Class 3 total the sum of approximately $125.896.21. The debtor anticipates a distribution to Class 3 claimants of 10%, or a total of $12,589.00. This results in quarterly payments to Class 3 claimants of $1,049.00. Class 4 consists of the interest of the principal of the debtor, Emiliano Niell. The holder of the Class 4 interest shall retain his interest. The debtor's Chapter 11 Plan will be implemented by revenues generated and received in the ordinary course and operation of the debtor's business. The principal of the debtor, Emiliano Niell, will continue to manage the debtor’s business and retain the 100% ownership interest in the debtor post-confirmation. A full-text copy of the Plan of Reorganization dated January 18, 2024 is available at https://urlcurt.com/u?l=APHwII from PacerMonitor.com at no charge. Attorneys for the Debtor: Michelle L. Trier, Esq. Andrea B. Malin, Esq. Genova, Malin & Trier LLP 1136 Route 9, Suite 1 Wappingers Falls, NY 12590 Tel: (845) 298-1600 Fax: (845) 298-1600 About Aquarium Solutions Aquarium Solutions, LLC was formed in 2019 and operates as a tropical fish and corals retail store located in Wappingers Falls (Dutchess County), New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-35894) on October 25, 2023. In the petition signed by Emiliano Niell, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Cecelia G. Morris oversees the case. Michelle L. Trier, Esq., at Genova, Malin & Trier, LLP, represents the Debtor as legal counsel. ARTIFICIAL INTELLIGENCE: Receives Order From Midwest Grocery Chain ------------------------------------------------------------------ Artificial Intelligence Technology Solutions, Inc., announced a significant new order from a dealer for a chain of Midwest grocery stores. This order marks a milestone in RAD's expansion into the retail sector, particularly in multi-location grocery environments. The deal includes the deployment of RAD's innovative security solutions to six grocery stores. Five of these stores will each receive one ROSA (Responsive Observation Security Agent) unit and one RIO 360 (ROSA Independent Observatory) unit. The sixth store will be equipped with two RIO 360 units. Upon full deployment and acceptance by the client, this order is expected to generate an estimated $165,000 in annual recurring revenue for RAD. This deployment is particularly noteworthy as it represents the first time RAD's RIO units are being utilized in a multi-location retail environment. RIO, RAD's advanced, solar-powered security solution, is designed to address unique security challenges faced by retail outlets, offering enhanced surveillance and safety measures. Steve Reinharz, CEO of AITX, commented, "This order is a testament to the growing recognition of RAD's solutions in the retail sector. The deployment of our units in a multi-location grocery chain not only demonstrates the versatility and effectiveness of our products but also opens a significant market opportunity in the vast network of grocery stores across America." The grocery retail sector in the U.S. presents a substantial market potential for RAD's innovative security solutions. With thousands of grocery stores nationwide, each facing unique security and operational challenges, RAD's technology offers a scalable and efficient solution to enhance safety and security in these environments. Mark Folmer, CPP, PSP, FSyI, president of RAD, added, "We're excited about the prospects this deployment opens for us in the grocery retail sector. This is a key industry with specific security needs where our technology can make a significant impact. It's another step closer to the company achieving operational positive cash flow." This new order from the Midwest grocery chain is a significant stride for RAD in its journey towards expanding its footprint in the retail sector and achieving operational positive cash flow. It underscores the adaptability and effectiveness of RAD's security solutions in diverse commercial settings. Troy McCanna, Sr. vice president revenue operations at RAD, shared his insights on this significant development, "This new partnership with the Midwest grocery chain underscores the competitive edge that ROSA brings to the retail security sector. ROSA's unique blend of advanced surveillance technology, real-time analytics, and autonomous response capabilities played a pivotal role in sealing this deal. Its ability to effectively address a wide range of security challenges – from loitering and trespassing to providing immediate incident response – makes ROSA an invaluable asset for retailers looking to enhance safety and efficiency across multiple locations." Sitting atop a standard RIO 360 configuration are dual ROSA units. ROSA is a multiple award-winning, compact, self-contained, portable, security and communication solution that can be installed and activated in about 15 minutes. ROSA's AI-driven security analytics include human, firearm, vehicle detection, license plate recognition, responsive digital signage and audio messaging, and complete integration with RAD's software suite notification and autonomous response library. Two-way communication is optimized for cellular, including live video from ROSA's high-resolution, full-color, always-on cameras. RAD has published five Case Studies detailing how ROSA has helped eliminate instances of theft, trespassing and loitering at hospital campuses, multi-family communities, car rental locations and construction sites across the country. AITX, through its subsidiary, Robotic Assistance Devices, Inc. (RAD), is redefining the $25 billion (US) security and guarding services industry through its broad lineup of innovative, AI-driven Solutions-as-a-Service business model. RAD solutions are specifically designed to provide cost savings to businesses of between 35%-80% when compared to the industry's existing and costly manned security guarding and monitoring model. RAD delivers these tremendous cost savings via a suite of stationary and mobile robotic solutions that complement, and at times, directly replace the need for human personnel in environments better suited for machines. All RAD technologies, AI-based analytics and software platforms are developed in-house. RAD has a prospective sales pipeline of over 35 Fortune 500 companies and numerous other client opportunities. RAD expects to continue to attract new business as it converts its existing sales opportunities into deployed clients generating a recurring revenue stream. Each Fortune 500 client has the potential of making numerous reorders over time. About Artificial Intelligence Technology Headquartered in Ferndale, MI, Artificial Intelligence Technology Solutions Inc. is an innovator in the delivery of artificial intelligence-based solutions that empower organizations to gain new insight, solve complex challenges and fuel new business ideas. Through its next-generation robotic product offerings, AITX's RAD, RAD-M and RAD-G companies help organizations streamline operations, increase ROI, and strengthen business. AITX technology improves the simplicity and economics of patrolling and guard services and allows experienced personnel to focus on more strategic tasks. Customers augment the capabilities of existing staff and gain higher levels of situational awareness, all at drastically reduced cost. AITX solutions are well suited for use in multiple industries such as enterprises, government, transportation, critical infrastructure, education, and healthcare. 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. In its Quarterly Report for the three months ended Nov. 30, 2023, Artificial Intelligence disclosed that it had negative cash flow from operating activities of $9,378,427 for the nine months ended Nov. 30, 2023. As of Nov. 30, 2023, the Company had 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. The Company said these factors raise a substantial doubt about its ability to continue as a going concern for the 12 months following the issuance of these financial statements. The Company further said that it 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. ATHERSYS INC: Seeks to Hire Ankura as Financial Advisor ------------------------------------------------------- Athersys, Inc., and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Ankura Consulting Group, LLC as financial advisor and designate Kasey Rosado as interim chief financial officer. The Debtors require a financial advisor to: (a) Serve as the Debtors' representative for purposes of the Chapter 11 bankruptcy filing and court hearings; (b) Perform traditional CFO-type services, including overseeing the finance and accounting functions, reviewing financial disclosures, and other typical CFO duties; (c) Perform due diligence, with a specific focus on the Debtors' products, associated development cycles, and timelines; (d) Advise and assist the Debtors in evaluating and forecasting liquidity scenarios; (e) Advise and assist the Debtors with communications and negotiations with stakeholders and other parties in interest; (f) Assist the Debtors with the execution of the agreed upon restructuring strategies; (g) Advise and assist the Debtors and other advisors in the Debtors' identification, evaluation, and negotiation of debtor-in-possession financing; (h) Advise and assist the Debtors and their legal counsel in the negotiation of the Debtors' post-petition use of cash collateral, including development of a debtor-in-possession budget; (i) Advise and assist the Debtors and their bankruptcy counsel with development of business and financial information required for filing first day motions and other required bankruptcy disclosures; (j) Advise and assist the Debtors and their bankruptcy counsel with development of a filing strategy and reorganization exit plan; and (k) Provide other services as mutually agreed upon by the interim CFO, Ankura, and the Debtors. In addition, the firm will seek reimbursement for work-related expenses incurred. The firm's hourly rates are as follows: Senior Managing Directors and Managing Directors $1,000 – $1,350 per hour Senior Directors and Directors $685 – $945 per hour Senior Associates and Associates $460 – $630 per hour Paraprofessionals $360 – $415 per hour In the 90 days prior to the petition date, Ankura received payments totaling $731,625. As of the petition date, Ankura holds $75,000 in retainer. Ms. Rosado disclosed in a court filing that she and her firm are "disinterested persons" pursuant to Section 101(14) of the Bankruptcy Code. Ankura can be reached at: Kasey Rosado Ankura Consulting Group, LLC 485 Lexington Avenue, 10th Floor New York, NY 10017 Direct: +1.646.291.8535 Mobile: +1.917.414.9857 About Athersys Inc. Athersys, Inc. is a clinical-stage biotechnology company developing novel and proprietary best-in-class therapies designed to extend and enhance the quality of human life. It is based in Cleveland, Ohio. Athersys and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 24-10043) on Jan. 5, 2024. The petitions were signed by Kasey Rosado as interim chief financial officer. At the time of filing, Athersys reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Jessica E. Price Smith presides over the cases. The Debtors tapped Nicholas Miller, Esq. at McDonald Hopkins, LLC as legal counsel; Outcome Capital, LLC as investment banker; and Ankura Consulting Group, LLC as financial advisor. Kasey Rosado, senior managing director at Ankura, serves as the Debtors' interim chief financial officer. ATHERSYS INC: Seeks to Hire Outcome Capital as Investment Banker ---------------------------------------------------------------- Athersys, Inc., and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Ohio to Outcome Capital, LLC. The Debtors require an investment banker to: (a) Review and analyze the business, current and potential indications, and prospects of the Debtors, including market definition, sizing and segmentation by indication and region, and advise regarding business development deals and alternative transaction types and structures; (b) Prepare disclosure and marketing documents appropriate to a contemplated transaction, including a confidential management presentation and other appropriate disclosures and marketing documents for potential purchasers, investors or partners in conjunction with a proposed Transaction; (c) Prepare a list of potential targets for a transaction to be contacted during the term of the engagement; (d) Implement and manage the sell-side or investment process agreed to by the Debtors, which includes disseminating required materials to the targets, following up and instigating offers, acting as an active channel in communication with the prospective targets, assisting the Debtors to populate a data room, and coordinating diligence with potential targets; (e) Evaluate offers received in respect to transactions from potential targets and advise on tactics and strategy; (f) Conduct a valuation analysis and synopsis of market sentiment; and (g) Provide advisory services with respect to the sale of the Debtors' assets through the chapter 11 process. The firm will receive a non-creditable monthly fee of $25,000, which is payable on a monthly basis during the term of the engagement. Moreover, upon the sale of substantially all of the assets of the Debtors, Outcome will receive (i) a fee of $150,000 at closing if Healios K.K. is the winning stalking horse bidder; and (ii) an additional $150,000 at closing if there is an overbid that clears the bid protections in the Debtors' sale motion, including any minimum overbid requirements. In addition, the firm will receive reimbursement for work-related expenses incurred. Oded Ben-Joseph, managing partner and founder of Outcome, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Outcome can be reached at: Oded Ben-Joseph Outcome Capital, LLC 20 Custom House St, Suite 12 Boston, MA 02110 Phone: (617) 431-2278 About Athersys Inc. Athersys, Inc. is a clinical-stage biotechnology company developing novel and proprietary best-in-class therapies designed to extend and enhance the quality of human life. It is based in Cleveland, Ohio. Athersys and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 24-10043) on Jan. 5, 2024. The petitions were signed by Kasey Rosado as interim chief financial officer. At the time of filing, Athersys reported $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Jessica E. Price Smith presides over the cases. The Debtors tapped Nicholas Miller, Esq., at McDonald Hopkins, LLC as legal counsel; Outcome Capital, LLC, as investment banker; and Ankura Consulting Group, LLC, as financial advisor. Kasey Rosado, senior managing director at Ankura, serves as the Debtors' interim chief financial officer. AVENTIS SYSTEMS: Unsecureds to Get Full Payment in Plan ------------------------------------------------------- Aventis Systems, Inc., and Cortavo, Inc., propose a Joint Plan of Reorganization providing for a reorganization of their debts. This Joint Plan of Reorganization should be considered in conjunction with the Second Amended Disclosure Statement, which the Debtors filed on January 10, 2024. To the extent there are any inconsistencies between the Plan and the Disclosure Statement, the terms of this Plan shall control. Under the Plan, Class 1 will consist of all General Unsecured Claims held by creditors of Debtors, including without limitation insider unsecured creditors. The holders of unsecured claims in Class 1 will receive payment in full and complete satisfaction of each holder's claim as follows: All funds, if any, in the Creditor Payment Account left after payment of Administrative Claims, payment of those Priority Claims which are paid in cash and payments to Creditors in Class 2A and 2B shall be deposited by the Reorganized Debtors into the Unsecured Creditor Payment Fund for payment to Class 1 Creditors as hereinbelow provided. Class 1 creditors shall receive (a) a pro-rata share of the funds in the Unsecured Creditor Payment Fund, payable by the Reorganized Debtors quarterly, beginning 30 days after the UCB Pay-off Date and continuing each quarter thereafter for a total of twenty-eight quarters; and (b) a pro rata share of distributions from the Litigation Trust paid by the Plan Trustee in accordance and at the times specified in this Plan. Any pro rata payment to any Class 1 Claimant whose Class 1 Claim has not been allowed shall be held by the Reorganized Debtors until such time as such Claim is allowed. To the extent that any such Claim is allowed in an amount less than originally claimed by any such Class 1 claimant, the excess sums held shall be redistributed pro rata to all Allowed Class 1 claimants within ten (10) days after all Class 1 Claims are allowed or disallowed. The Distribution shall be in full satisfaction of the Class 1 Claims. Class 1 is impaired by the Plan. The Distributions contemplated by this Plan to secured creditors shall be made through the use of earnings and revenues of the Debtors and the Reorganized Debtors during the pendency of the Cases and following the Effective Date, including without limitation the cash collateral. The Distributions contemplated by this Plan to administrative, priority creditors and Class 1 general unsecured creditors and the Class 2 convenience classes will be funded as hereinabove set forth by (a) the Lamei Group Payment; (b) payments from the Unsecured Creditors Payment Fund; and (c) distributions made by the Plan Trustee from the Litigation Trust. Counsel for the Debtors: Gus H. Small, Esq. Benjamin S. Klehr, Esq. Anna M. Humnicky, Esq. SMALL HERRIN, LLP Suite 350, 100 Galleria Parkway Atlanta, GA 30339 A copy of the Joint Plan of Reorganization dated Jan. 10, 2024, is available at https://tinyurl.ph/bRYJi from PacerMonitor.com. About Aventis Systems Aventis Systems, Inc., a company in Atlanta, offers custom IT solutions to build and operate complete physical and virtual infrastructures. The comprehensive solutions include refurbished and new hardware, system and application software, and an array of in-depth managed services including infrastructure consultation, cloud hosting and migration, virtualization deployment, data and disaster recovery, security consultation, hardware relocation, and equipment buyback. Aventis Systems and affiliate, Cortavo, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 23-51162) on Feb. 6, 2023. In the petition signed by its chief executive officer, Hessam Lamei, Aventis Systems disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Lisa Ritchey Craig oversees the cases. The Debtors tapped Anna Humnicky, Esq., at Small Herrin, LLP as bankruptcy counsel; AI Law as special counsel; and Nichols, Cauley & Associates, LLC as accountant. AVENTIS SYSTEMS: Wins Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized Aventis Systems, Inc. to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to meet its ordinary operating expenses and to continue its business operations. The Debtor's first position secured lender is allegedly Funding Circle/FC Marketplace, LLC, which, through counsel, filed a proof of claim No. 28-1 for $18,631.98, consisting of $17,793 in principal, $538 in interest, and $300 in fees. FC has also sought adequate protection payments. Given the size of FC's claim, the 17 percent interest rate and FC's first lien position, the Debtor believes in its business judgment that the administrative burden of adequate protection does not justify making such payments and seeks authority, in its discretion, to pay the FC Claim in full, subject to adjustment as agreed with FC for an alleged stay violation by FC. The Cash Collateral Order authorized the Debtor to pay in full the claim of Amazon Capital Services, Inc., which was allegedly the second position secured lender as of the petition date. ACS is now paid in full and terminated its UCC-1. Accordingly, adequate protection to ACS is no longer required. The Cash Collateral Order further required Debtor to make principal and interest adequate protection payments to United Community Bank its alleged third position secured lender as of the Petition Date. The Debtor proposes to continue making interest payments to UCB at the non-default contractual rate totaling approximately $25,000 per month, and principal payments equal to one half of the Debtor's positive cash flow for the prior month without consideration of any principal payment to UCB; provided, however, the minimum payment of principal to UCB will be no less than $50,000 in January, 2024. In addition to FC, ACS and UCB, the Debtor has borrowed from a variety of sources to obtain inventory to sell to its customers, related to which said lenders may have a lien on the Debtor's cash collateral and have recorded UCC Financing Statements in the following date order from earliest to latest: PayPal/Swift Financial, LLC, Ouiby Inc. d/b/a Kickfurther, Centra Funding, First Citizens Bank & Trust Company d/b/a CIT, and 8fig, Inc. Further, the Debtor signed documents with several merchant cash advance companies, which have recorded UCC-1s in the following date order from earliest to latest date: Fox Capital Group, Inc., Cedar Advance, LLC, Skyinance, Inc., Diverse Capital, LLC, and Zahav Asset Management, LLC. Fox was the first MCA to record a UCC-1 and it was recorded after FC, Amazon, UCB and Paypal. The court ruled to the extent the Debtor uses cash collateral, the Secured Parties are granted valid, attached, choate, enforceable, perfected, and continuing security interests in, and liens upon all post-petition assets of the Debtor. The Secured Parties' security interests in, and liens upon, the PostPetition Collateral will have the same validity as existed between the Secured Parties, the Debtor, ,and all other creditors or claimants against the Debtor's estate on the Petition Date. As additional adequate protection to UCB, and in accordance with the Budget, the Debtor will make adequate protection payments to UCB of the following: (a) the Debtor will pay UCB the amount of accrued unpaid interest at the non-default contractual rate on the respective Notes which total approximately $25,000 per month6 as and when due in accordance with the Loan Documents, (b) on or before the last business day of each month, the Debtor will pay UCB principal payments equal to one half of the Debtor's positive cash flow as shown on its "Schedule of Reconciliation of Net Income (Loss) to Cash Flow" for the prior month without consideration of any principal payment to UCB; provided, however, the minimum amount of principal to UCB will be no less than $50,000. If a payment is three business days late, the Debtor will pay a 10% late fee or the unpaid portion of the late payment. The failure to pay any payment "as and when due" will be a default under the Order. All payments will be made "as and when due" by wire or ACH transfer and collected funds. On or before five business days before each payment due date, UCB will provide the Debtor with the monthly interest amount due. Secured Parties will hold allowed administrative claims under 11 U.S.C. Section 507(b) with respect to the adequate protection obligations of the Debtor to the extent that the replacement liens on Post-Petition Collateral do not adequately protect the diminution in value of the interests of Secured Parties in their prepetition collateral. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=ywtrvF from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $1.9 million for January 2024; $1.9 million for February 2024; $1.9 million for March 2024; and $1.9 million for April 2024. About Aventis Systems, Inc. Aventis Systems, Inc., a company in Atlanta, offers custom IT solutions to build and operate complete physical and virtual infrastructures. The comprehensive solutions include refurbished and new hardware, system and application software, and an array of in-depth managed services including infrastructure consultation, cloud hosting and migration, virtualization deployment, data and disaster recovery, security consultation, hardware relocation, and equipment buyback. Aventis Systems and affiliate, Cortavo, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 23-51162) on Feb. 6, 2023. In the petition signed by its chief executive officer, Hessam Lamei, Aventis Systems disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Lisa Ritchey Craig oversees the cases. The Debtors tapped Anna Humnicky, Esq., at Small Herrin, LLP as bankruptcy counsel; AI Law as special counsel; and Nichols, Cauley & Associates, LLC as accountant. BENITAGO INC: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Benitago Inc. and its Debtor affiliates to use cash collateral on a final basis in accordance with the budget. Benitago, Acrux LLC, Acrux Subsidiaries, the CoVenture Agent, and the CoVenture Lender are parties to a Loan and Servicing Agreement dated February 26, 2021. The agreement has been amended multiple times, and it remains unchanged as of April 27, 2022. Aludra Limited, as the Original Chargor, and the CoVenture Agent, as Security Trustee, are parties to the Debenture, dated as of February 26, 2021. Benitago, as Guarantor, and the CoVenture Agent are parties to the Limited Guaranty, dated as of February 26, 2021. Benitago, as Contributor, Acrux, as Contributee and Debtors Phact LLC, Revati LLC, and Segin LLC are parties to the Contribution Agreement, dated as of April 27, 2022. As of the Petition Date, each of the Acrux Parties owed the CoVenture Secured Parties, pursuant to the CoVenture Documents, the total amount of not less than $86.3 million, which consists of not less than $73.8 million in principal and not less than $12.5 million of deferred interest, plus all accrued and thereafter accruing and unpaid interest thereon and any additional fees, expenses, and other amounts now or hereafter due under the CoVenture Documents. As consideration for the Debtors' use of the CoVenture Collateral (including cash collateral) and SellersFunding Collateral (including cash collateral), the Prepetition Secured Parties will receive the following adequate protection, solely to the extent of any Diminution in Value: a. CoVenture Adequate Protection i. To the extent of any Diminution of Value of the CoVenture Secured Parties' interest in the CoVenture Collateral, each of the CoVenture Secured Parties is granted a valid and perfected security interest in, and lien on all of the right, title and interest of the Acrux Parties' in, to, and under all present and after-acquired property and assets of the Acrux Parties. ii. To the extent of any Diminution of Value of the CoVenture Secured Parties' interest in the CoVenture Collateral, each of the CoVenture Secured Parties are granted allowed superpriority administrative claims (a) against each of the Acrux Parties and (b) to the extent the Court enters an order that is not stayed by the Court or any other court of competent jurisdiction within seven days of entry thereof finding that cash in the deposit accounts of Benitago constitutes cash collateral of the CoVenture Secured Parties, against Benitago, pursuant to 11 U.S.C. Section 507(b). iii. Subject to the Carve-Out and the reservation of rights, the CoVenture Adequate Protection Liens will be (i) first priority perfected liens on all of the CoVenture Adequate Protection Collateral that is not otherwise encumbered by validly perfected, non-avoidable security interests or liens as of the Petition Date, (ii) first priority perfected replacement liens on all of the CoVenture Adequate Protection Collateral as to which the CoVenture Secured Parties had a first priority lien as of the Petition Date, and (iii) junior perfected liens on all CoVenture Adequate Protection Collateral that is subject to a prepetition lien that was valid, properly perfected, unavoidable and senior to the CoVenture Liens as of the Petition Date, if any. iv. Without limiting any rights of the CoVenture Secured Parties under 11 U.S.C. Section 506(b), the Debtors will, subject to the Carve-Out, (i) pay or reimburse in cash each CoVenture Secured Party for the fees, costs, expenses, and charges payable under the LSA. The Debtors’ authority to use cash collateral of CoVenture will terminate on the later of (a) the Plan Effective Date; and (b) such other date mutually agreed to by the Debtors and the CoVenture Secured Parties in writing. A copy of the order is available at https://urlcurt.com/u?l=0qhtRo from PacerMonitor.com. About Benitago Inc. Benitago Inc. operates an e-commerce aggregator platform intended to create, acquire and grow businesses. Benitago Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11394) on August 30, 2023. In the petition filed by Thomas Studebaker, as chief restructuring officer, the Debtor reports estimated assets and liabilities (on a consolidated basis) between $50 million and $100 million. Benitago Inc. is a New York-based company, which operates an e-commerce aggregator platform intended to create, acquire and grow businesses. Benitago and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 23-11394) on Aug. 30, 2023. In the petition signed by its chief restructuring officer, Thomas Studebaker, Benitago disclosed $50 million to $100 million in both assets and liabilities. Judge Sean H. Lane oversees the cases. Kyle J. Ortiz, Esq., at Togut Segal & Segal LLP, is the Debtors' legal counsel. The Debtors tapped Portage Point Partners as financial advisor and Stretto Inc. as notice, claims, and balloting agent. BLUE STAR: Clearthink Capital Reports 8% Equity Stake ----------------------------------------------------- In a Schedule 13G Report filed with the U.S. Securities and Exchange Commission, Clearthink Capital Partners, LLC disclosed beneficial ownership of 1,393,085 shares, representing 8% of Blue Star Foods Corp.'s Common Stock, which is based on the total of 17,391,633 outstanding shares of Common Stock as of Jan. 5, 2024. Clearthink Capital Partners has the obligation to acquire up to 9.9% of the outstanding shares of Common Stock pursuant to an equity line of credit with an aggregate purchase of up to 16,680,032 shares of Common Stock. A full-text copy of the report is available at http://tinyurl.com/bdhe2m9h About Blue Star Foods Based in Miami, Florida, Blue Star Foods Corp. -- https://bluestarfoods.com -- is an international sustainable marine protein company based in Miami, Florida, that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafood products. The Company's main operating business, John Keeler & Co., Inc. was incorporated in the State of Florida in May 1995. The swimming crab meat primarily from Indonesia, Philippines and China and distributing it in the United States and Canada under several brand names such as Blue Star, Oceanica, Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Farms for distribution in Canada. Blue Star reported a net loss of $13.19 million for the year ended Dec. 31, 2022, compared to a net loss of $2.61 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.68 million in total assets, $9.92 million in total liabilities, and a total stockholders' deficit of $1.24 million. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BW HOMECARE: S&P Downgrades ICR to 'CCC' on Weakening Liquidity --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on BW Homecare Holdings LLC (doing business as Elara Caring) to 'CCC' from 'CCC+'. S&P said, "We also lowered our issue-level rating on the first-out credit facility to 'B-' from 'B', our issue-level rating on the second-out credit facility to 'CCC-' from 'CCC', and our issue-level rating on the third-out credit facility to 'CC' from 'CCC-'." The negative outlook reflects increasing risk of a near-term restructuring because of deteriorating liquidity. S&P said, "We expect Elara will continue to increase revenues and EBITDA in 2024, but FOCF deficits will persist. After restructuring in late 2022, the company was able to generate organic revenue growth in the mid-single-digit percent area, primarily due to strong demand in its Skilled Home Health (SHH) and Personal Care Services (PCS) units. In addition, EBITDA margins increased materially as wage inflation eased and clinician retention improved. We expect this trend to continue into 2024, forecasting aggregate organic revenue growth across its businesses in the mid-single digits and S&P Global Ratings-adjusted EBITDA margins between 7% and 7.5%. Our forecast is underpinned by the assumption that patient volumes will drive growth and the reimbursement rate environment for home health will remain challenged. "Despite these more favorable business trends, we still expect FOCF deficits in the coming years due to the company's elevated interest expense. Specifically, we now forecast an FOCF deficit between $15 million and $25 million in 2024 as ballooning debt obligations offset most improvements in cash flow from operations. "Liquidity materially tightened in 2023, and we expect the company may need external support to maintain sufficient levels. Elara consumed $60 million of liquidity last year, leaving approximately $37 million in unrestricted cash and revolving credit facility availability as of Dec. 31, 2023. This decline was primarily due to cash interest payments. Accordingly, we assess the company's liquidity as weak. In addition, the company's superpriority credit agreement also stipulates that liquidity cannot fall below $25 million for any period of 10 or more consecutive business days, further limiting our assessment of available liquidity. Hence, given our expectation for further deficits, we believe the company will require external support over the next 12 months to have sufficient liquidity or improve its liquidity status. "Given the company's improved performance in 2023 and momentum heading into 2024, we believe the company's lenders and/or financial sponsor would support the company's liquidity position to avoid a covenant breach or a disruption in operations, either through the release of cash restricted for acquisitions or additional equity. Still, the high likelihood of continued cash burn over the next 12 months means we see a realistic default scenario occurring. "We continue to view the capital structure as unsustainable. We now forecast S&P Global Ratings-adjusted leverage will exceed 16x in 2024. While this represents an improvement from previous years, the presence of high yield payment-in-kind debt in the capital stack means leverage will remain in the double-digit percent area, and the company will still struggle to generate positive cash flow with this capital structure. In addition, Elara faces significant debt maturities between October 2025 and January 2026. We believe refinancing risk will be elevated if the company cannot demonstrate consistent operational success and improved cash flow over the next 12-18 months." The negative outlook reflects increasing risk of a near-term restructuring because of deteriorating liquidity. S&P could lower its rating on Elara if: -- S&P expected a default in the next six months, -- A covenant breach became increasingly likely, or -- S&P believed the company would likely initiate a restructuring that we deemed to be a distressed exchange. S&P could raise its rating on Elara if: -- Liquidity improved such that we believed the company could cover its uses for at least the next 12 months, or -- Internally generated FOCF improved and increased the prospects for a successful refinancing. CALAMP CORP: Receives Noncompliance Notice From Nasdaq ------------------------------------------------------ CalAmp Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Jan. 18, 2024, received a deficiency letter from the Nasdaq Stock Market LLC notifying the Company that it is not in compliance with the minimum stockholders' equity requirement for continued listing set forth in Nasdaq Listing Rule 5450(b)(1)(A). Nasdaq Listing Rule 5450(b)(1)(A) requires listed companies to maintain stockholders' equity of at least $10,000,000. Nasdaq further indicated that, as of the date of the Notice, the Company did not comply with certain requirements under the alternative standards set forth in Nasdaq Listing Rules 5450(b)(2) and 5450(b)(3) for continued listing on the Nasdaq Global Select Market. The Notice is in addition to the previously disclosed letter received on Aug. 22, 2023, notifying the Company that it was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5450(a)(1). The Notice has no immediate impact on the listing of the Company's common stock on Nasdaq, and the Company's listing remains fully effective. Under Nasdaq Rules, the Company has until March 4, 2024, to submit a plan to regain compliance. If the Compliance Plan is accepted, Nasdaq can provide the Company an extension of up to 180 days from the date of notice to cure such listing deficiency. There can be no assurance that Nasdaq will accept the Compliance Plan, and if Nasdaq does not accept the Compliance Plan, the Company will have the opportunity to appeal the determination to the Nasdaq Hearings Panel which has the authority to grant the Company an additional extension of time of up to 180 calendar days to regain compliance. If the Company fails to regain compliance with these requirements or to submit an acceptable Compliance Plan to Nasdaq within the time allotted, the Company will be subject to delisting from the Nasdaq Global Select Market. The Company intends to submit the Compliance Plan on or before March 4, 2024. If the Common Stock ceases to be listed for trading on Nasdaq, the Company would expect that the Common Stock would be traded on one of the three tiered marketplaces of the OTC Markets Group. About CalAmp CalAmp Corp. is a connected intelligence company that leverages a data-driven solutions ecosystem to help people and organizations improve operational performance. The Company solves complex problems for customers within the market verticals of transportation and logistics, commercial and government fleets, industrial equipment, K12 fleets, and consumer vehicles by providing solutions that track, monitor, and protect their vital assets. CalAmp Corp. reported a net loss of $32.49 million for the year ended Feb. 28, 2023, a net loss of $27.99 million for the year ended Feb. 28, 2022, a net loss of $56.31 million for the year ended Feb. 28, 2021, and a net loss of $79.30 million for the year ended Feb. 29, 2020. In its Quarterly Report for the three months ended Aug. 31, CalAmp disclosed that its management concluded that the uncertainties associated with the Company's ability to cure noncompliance with the Nasdaq listing requirements coupled with the redemption rights of the 2025 Convertible Note Holders under a fundamental change scenario represent conditions raising substantial doubt regarding the Company's ability to continue as a going concern before consideration of management's plans. The Company plans to effect a reverse-stock spilt in the event that the Company's stock price does not improve to meet its ongoing Nasdaq listing requirements which will prevent the occurrence of a fundamental change under the 2025 Convertible Notes. Management believes that it is probable that shareholder approval will be obtained for the reverse-stock split and that the reverse-stock split will restore compliance with the Nasdaq listing requirements, and a fundamental change under the 2025 Convertible Notes will thus not be triggered. CAROLINA PANEL: Hires Bradford Law Offices as Counsel ----------------------------------------------------- Carolina Panel and Glass Erectors, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Bradford Law Offices to handle its Chapter 11 case. The firm will be paid at these rates: Attorney time outside court $570 per hour Attorney time in court $570 per hour Paralegal time $185 per hour The Debtor paid the firm $7,500 as retainer, and $1,738 as filing fee. Danny Bradford, Esq., an attorney at Bradford Law Offices, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Danny Bradford, Esq. BRADFORD LAW OFFICES 455 Swiftside Drive, Suite 106 Cary, NC 27518-7198 Telephone: (919) 758-8879 Email: Dbradford@bradford-law.com About Carolina Panel and Glass Erectors, Inc. Carolina Panel and Glass Erectors, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 24-00040-5-JNC) on January 4, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Bradford Law Offices. CARROLS RESTAURANT: Moody's Puts 'B3' CFR on Review for Upgrade --------------------------------------------------------------- Moody's Investors Service placed all ratings of Carrols Restaurant Group, Inc. on review for upgrade, including its B3 corporate family rating, B3-PD probability of default rating, Ba3 rating on its existing senior secured first lien revolving credit facility due 2026, Ba3 rating on its senior secured first lien term loan B due 2026 and Caa1 rating on its senior unsecured global notes due 2029. The SGL-2 speculative grade liquidity rating (SGL) remains unchanged. Previously, the outlook was stable. The review for upgrade was prompted by Restaurant Brands International Inc.'s January 16, 2024 [1] announcement that it reached an agreement to acquire all Carrols Restaurant Group, Inc. ("Carrols") issued and outstanding shares that Restaurant Brands International Inc. or its affiliates do not already own for $9.55 per share. Restaurant Brands International Inc. and its affiliates currently hold approximately 15% of Carrols outstanding equity. The transaction has an aggregate total enterprise value of approximately $1.0 billion, or around 6.7x Carrols' preliminary 2023 EBITDA [2]. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Carrols' ratings were placed on review for upgrade based on its likely acquisition by Restaurant Brands International Inc., which, through its subsidiary 1011778 B.C. Unlimited Liability Company, is rated Ba3 CFR. The review for upgrade will focus on the achievement of regulatory and shareholder approvals as well as the combined companies operating performance, financial strategies, capital structure and liquidity following closing of the transaction. As a standalone company Carrols' ratings could be upgraded if operating performance improved such that debt/EBITDA was sustained below 5.5x, EBITA/Interest exceeding 1.75x while maintaining good liquidity, including consistent positive free cash flow. Given the review for upgrade, a downgrade is unlikely at this time. However, ratings could be downgraded should there be a sustained deterioration in Carrols' traffic or operating performance leading to debt to EBITDA sustained above 6.75x or EBITA to interest sustained below 1.25x, or if liquidity weakens. Carrols Restaurant Group, Inc. owns and operates approximately 1,022 Burger King and 60 Popeyes restaurants across 23 states in the Northeast, Midwest, South and Southeast. Revenue for the twelve months ended October 1, 2023 were around $1.85 billion. The principal methodology used in these ratings was Restaurants published in August 2021. CITIUS PHARMACEUTICALS: Pfizer Executive Nominated to Board ----------------------------------------------------------- Citius Pharmaceuticals, Inc. announced the nomination of seasoned pharmaceutical executive Robert J. Smith to its Board of Directors. The nomination of Mr. Smith is subject to shareholder approval at the Citius Annual Shareholders' Meeting to be held on March 12, 2024. Upon approval, the Citius Board of Directors will consist of seven members. "Throughout his distinguished career spanning more than three decades as a key executive at leading pharmaceutical companies including Pfizer and Wyeth, Bob has been instrumental in driving business growth and enhancing shareholder value. He has shaped and executed numerous successful business strategies with his deep understanding of business development, mergers and acquisitions, corporate and commercial strategy, and research and development. We are privileged to have an executive of Bob's caliber join our Board of Directors. We are confident that Bob's insights will complement the expertise of our current Board and provide an important perspective as we advance our pipeline, build our commercial capabilities, and position Citius for growth," stated Leonard Mazur, Chairman and CEO of Citius. "This is a pivotal time for Citius as it prepares to transition from a clinical-stage company to a commercial organization. I am excited to work with talented executives guided by improving patient care and mindful of shareholder interests. As the Company makes progress in its late-stage development programs, I look forward to partnering with fellow members of the Board of Directors alongside Citius management to evaluate the multiple value-creating opportunities ahead," stated Mr. Smith. Mr. Smith is an accomplished biopharmaceutical executive who has driven commercial, financial, and operational success at leading pharmaceutical companies for more than 35 years. As Senior Vice President, Global Gene Therapy Business for the past eight years, Mr. Smith led Pfizer's global gene therapy business and he was also responsible for managing and leading Pfizer's gene therapy and rare disease early commercial development activities in partnership with the rare disease research unit. During his tenure at Pfizer, Mr. Smith also led Pfizer's business development and strategic transactions teams for its worldwide research and development organization and the business development and strategy teams for Pfizer's global animal health, Capsugel, consumer healthcare and nutrition business units, as well as the alliance management function supporting all of Pfizer's global biopharmaceutical business units and the worldwide research and development organization. Mr. Smith joined Pfizer from Wyeth Pharmaceuticals in 2009, following Pfizer's acquisition of Wyeth, where he was responsible for leading and managing Wyeth's global mergers and acquisitions group. In his previous role at Wyeth as Senior Vice President of Global Licensing, he completed a wide variety of transactions in support of Wyeth's commercial and research and development divisions. Mr. Smith serves or has served as a member of the Board of Directors of AM Pharma B.V. (observer), Bamboo Therapeutics Inc., Ignite Immunotherapeutics Inc., Iterum Therapeutics Limited (observer), Life Sciences PA – the Pennsylvania Biotechnology Association, Bio NJ – the New Jersey State Biotechnology Association, the Duke Margolis Value Based Agreements Advisory Board, the Alliance for Regenerative Medicine (ARM) and the Foundation for Cell and Gene Medicine (FCGM). He is a member of the Executive Committees of the ARM and FCGM Board of Directors and serves as the Chairman of the ARM Board's Governance and Operations Committee. Mr. Smith is also a member of the Business Advisory Board of Ocugen, Inc., the Investment Advisory Committee for Venture Investors LLC, Madison, Wisconsin, and the Cell and Gene Therapy Scientific Advisory Board of the Focused Ultrasound Foundation based in Charlottesville, Virginia. Mr. Smith obtained a B.S. in Neuroscience from the University of Rochester and an M.B.A. in Finance and Corporate Accounting from the William E. Simon Graduate School of Business Administration at the University of Rochester, Rochester, New York. About Citius Pharmaceuticals Inc Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. -- http://www.citiuspharma.com-- is a late-stage pharmaceutical company dedicated to the development and commercialization of first-in-class critical care products with a focus on oncology, anti-infectives in adjunct cancer care, unique prescription products and stem cell therapy. Boston, Massachusetts-based Wolf & Company, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 29, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations and has a significant accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CLS HOLDINGS: Repays $3.88MM in Principal Debenture Obligations --------------------------------------------------------------- CLS Holdings USA, Inc. has announced the retirement of a total of $4,340,101 in Principal and Interest Repayment Obligations of the Company. This debt reduction was achieved through the repurchase of $3,875,094 in Principal Amount of 8% Debentures at a discount amounting to 60% of Principal, with interest forgiven in the amount of $465,007. The Retirement of the Debentures also resulted in the cancellation of 5,076,371 in warrant rights otherwise available under those Debentures. In conjunction with this significant debt reduction and previous debt cancellation, the total debt obligations have been reduced in the past 16 months from $23.5 million to approximately $7.2 million. CLSH also restructured its remaining debt obligations totaling approximately $7.2 million, by extending terms of repayment on all of the debt, and with respect to $3,639,343, of that total, extending repayment of the debt to January of 2028, with monthly payments made in the interim. The retirement of the debt was financed through the issuance of a total of 64,132,135 RESTRICTED shares of CLSH common stock at per share prices of 0.0333 and 0.0345. About CLS Holdings USA, Inc. CLS Holdings USA, Inc. (CLSH) is a diversified cannabis company that acts as an integrated cannabis producer and retailer through its Oasis Dispensary and City Trees subsidiaries in Nevada, with plans to expand production and distribution in other states. CLS stands for "Cannabis Life Sciences," in recognition of the Company's state-of-the-art scientific method of extracting various cannabinoids from the cannabis plant and converting them into products with a higher level of quality and consistency. The Company's business model includes licensing operations, processing operations, processing facilities, sale of products, brand creation and consulting services. CONTAINER STORE: Moody's Cuts CFR to 'B3', Outlook Stable --------------------------------------------------------- Moody's Investors Service downgraded The Container Store, Inc.'s corporate family rating to B3 from B2, its probability of default rating to B3-PD from B2-PD and its senior secured term loan (Term B-3) to B3 from B2. Its speculative grade liquidity rating (SGL) remains SGL-3. The outlook is maintained stable. The downgrades reflect Container Store's weaker than expected sales and EBITDA in the third quarter of fiscal 2023 as reflected by a year over year revenue decline of approximately 15%. This weak performance followed the company's reduced financial guidance for the second half of the year in late October 2023 and it weak operating performance in the first half of 2023. Tepid demand in its product categories, particularly general merchandise, continues to weigh on its operating performance with sales down approximately 19% through the first 9 months of fiscal 2023. Moody's expects continued comparable store sales weakness and margin compression for the remainder of the fiscal year with EBITDA-Capex/interest falling to 0.8x at year 2023 from 1.5x at year 2022 and debt/EBITDA increasing to 3.9x from 2.7x over the same period . RATINGS RATIONALE The Container Store, Inc.'s B3 CFR reflects its small scale as well as its narrow focus on the cyclical home storage and organization space. The company also faces intense competition from larger and well capitalized peers as it increases its custom spaces business mix. The rating also reflects Container Store's weak interest coverage and its vulnerability to slow demand as its high level of fixed costs results in an outsized impact to EBITDA from lower than expected sales despite its efforts to reduce selling general and administrative costs which have declined approximately $40 million. Although metrics are expected to improve in 2024 as the demand for its products begin to stabilize resulting in adjusted debt/EBITDA of 3.8x and EBITDA-Capex/interest expense of 1.0x at the end of fiscal year end 2024, the consumer environment remains uncertain as the consumers continue to face high food costs and remain focused on spending on services. Nonetheless, the company remains a well recognized player in its niche market which positions it to return to growth when the period of consumer weakness for its products abates and it has flexibility to reduce its capital spending. The ratings benefit from Container Store's recognized brand name and its value proposition supported by a highly trained sales force and a sizeable offering of exclusive and proprietary products, in particular custom closets. Its strategy priority is to increase its sales mix in customer spaces and offer general merchandise products to which complement this area. The stable outlook reflects Moody's expectation that Container Store will maintain at least adequate liquidity and improve profitability including generating positive free cash flow in fiscal 2024. The stable outlook also reflects that Moody's expects its debt maturities to be addressed well in advance. The SGL-3 reflects Container Store's moderate cash balances and Moody's expectation that free cash flow will be at or close to neutral in fiscal 2023 and turn positive in fiscal 2024 as the company is poised to return to revenue and operating earnings growth and can lower its discretionary capital investment spend. As of September 30, 2023, the company had approximately $10 million of balance sheet cash and approximately $86.3 million of availability under the $100 million asset based revolving credit facility (ABL) and $7.3 million available on the SEK110 million Elfa revolving credit facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if liquidity is good, including solid positive free cash flow, and significant improvement in sales growth and profitability is realized. An upgrade would also require a refinancing of it short duration capital structure. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 4.5x and (EBITDA-Capex)/interest is maintained above 1.5x. Ratings could be downgraded if Container Store's operating performance does not improve, and the company does maintain adequate liquidity including positive free cash flow or debt maturities are not addressed well in advance. Quantitatively, the ratings could be downgraded if the company is unable to demonstrate a path to sustaining (EBITDA-Capex)/interest expense below 1.25x. The Container Store, Inc., is a retailer of storage and organization products in the US and Europe. The company operates in the US through its 100 specialty retail stores and website, and in Europe through its wholly owned Swedish subsidiary, Elfa International AB (Elfa). Net revenue for the LTM period ended September 30, 2023, was approximately $939 million. The company has been publicly traded since its 2013. The principal methodology used in these ratings was Retail and Apparel published in November 2023. CONTINUOUS CAST: Unsecureds to Be Paid From Sponsor, Income ----------------------------------------------------------- Continuous Cast Alloys LLC submitted a First Amended Plan of Reorganization, dated Jan. 10, 2024. This plan of reorganization under chapter 11 of the Bankruptcy Code proposes to pay the Debtor's creditors from cash flow from operations and from cash provided on the Effective Date by the Plan Sponsor. The total initial cash contribution from the Plan Sponsor is $300,000. The Plan assumes that the Debtor will prevail in its efforts to establish that the Personal Property remains property of the Bankruptcy Estate and that Errett did not acquire ownership of the Personal Property through the lien foreclosure process, or otherwise. If the Bankruptcy Court determines that Errett did acquire ownership of the Personal Property, then the Debtor will not be able to proceed with confirmation of this Plan. This Plan provides for one class of priority unsecured claims, two classes of secured claims, two classes of non-priority unsecured claims, and one class of equity interest Holders. The lone secured creditor holding an Allowed Claim is AS Forge. Errett also is denominated a secured creditor assuming the lien it alleges it foreclosed on the Personal Property remains in place because no foreclosure sale occurred. Any secured claim remaining in favor of Errett will be subordinated to the claims of all creditors pursuant to s 519(c) of the Bankruptcy Code. As the Holder of an Allowed Secured claim in the amount of $50,000, AS Forge will receive payment in full of its Allowed Secured Claim within 7 days of the Plan's Effective Date. AS Forge also will be the holder of an Allowed Unsecured Claim equal to the difference between the amount it is paid on its Allowed Secured Claim and the amount it is owed. Non-priority unsecured creditors (except for Errett) that hold allowed claims will receive distributions from the Reorganized Debtor's projected disposable income in 2024, 2025 and 2026. At present, the Debtor is unable to estimate the pro rata amount each unsecured claimant is likely to recover because the amount of non-insider allowed unsecured claims could range from $1.5 million to approximately $6 million. Such distributions will be made from the funds the Plan Sponsor will pay on an annual basis in 2024, 2025 and 2026. The Support Agreement obligates the Plan Sponsor to pay up to $112,500 on the Effective Date for the benefit of the Holders of Allowed Unsecured Claims and $150,000 of its future income each year from 2024 through 2026, to fund distributions under the Plan. Holders of Allowed Claims also will receive any funds the Debtor recovers in the Adversary Action. Any claim in favor of Errett will be equitably subordinated to the claims held by all other unsecured creditors. This Plan also provides for the payment of administrative and priority claims over one and three years, respectively. Under the Plan, Class 3 consists of all non-priority unsecured claims allowed under § 502 of the Code, other than a claim held or asserted by Errett. Class 3 Claims will be paid distributions estimated at ●% over three years. Class 3 is impaired. Pursuant to the Plan Support Agreement, the Plan will be funded and distributions shall be made, as follows: For the avoidance of doubt, Narayan shall not have an obligation to pay any funds unless and until the Bankruptcy Court enters an order finding that the Utica Collateral is property of the Bankruptcy Estate; the date on which the Bankruptcy Court enters such an order is the "Start Date." Within 5 business days of the Start Date, Narayan shall deposit $300,000 into the IOLTA Account of its counsel, AddyHart (the "AddyHart Escrow"). Such funds shall be disbursed in accordance with the Plan Support Agreement. If the Plan is not confirmed, such funds, less the $25,000 retainer, shall be returned to Narayan. Within 5 business days of the Start Date, Narayan will pay $25,000 to counsel for the Debtor as a retainer for the legal fees related to the activities required to seek confirmation of a plan. The Debtor's obligation to repay the $25,000 advance made by Narayan, will be secured by a lien on any unencumbered property, including any recoveries from litigation against Errett. On the Effective Date of the Plan, Nayaran shall make the following payments from the AddyHart Escrow: $50,000 will be paid to AS Forge in full satisfaction of AS Forge's allowed secured claim. To the extent there is a determination or agreement that the AS Forge collateral is worth more than $50,000, the amount paid to AS Forge will be increased accordingly; the funds for any increase will reduce the amount otherwise used to make an initial distribution to the holders of allowed unsecured claims in Class 3. $225,000 will be paid to CCA's bankruptcy estate for payment of administrative expenses and to make an initial distribution to unsecured creditors in Class 3. Subject to the approval of entities holding administrative expense claims, fifty percent of the $225,000, shall be used to pay administrative expenses, and the remainder shall be used to make an initial distribution to the holders of allowed unsecured claims; provided, however, the funds otherwise used to make the initial distribution may be decreased if additional amounts are needed to satisfy AS Forge's allowed secured claim. Nayaran shall make on an annual basis regular payments of Narayan's disposable income for a period of three years, up to a maximum amount of $150,000 per year. Removal of Equipment. If CCA succeeds in obtaining possession of the Utica Collateral, Nayaran will have 60 days to remove it from the 100 Quarry Road location and will thereafter resume operations in a new facility. Unsecured Creditor Account. Establishment of the Unsecured Creditor Account. If the Plan is confirmed under s 1191(a), after the Plan's Effective Date, the Reorganized Debtor shall establish and administer a separate bank account that shall be designated the "Unsecured Creditor Account" on the books and records of the Reorganized Debtor. Only Holders of Class 3 claims (the "Unsecured Creditor Account Beneficiaries")—and not the Reorganized Debtor or any other person—has any interest in the property held in the Unsecured Creditor Account and such property will be segregated from any other property owned by the Reorganized Debtor and held solely for the benefit of the Unsecured Creditor Account Beneficiaries. The funds in the Unsecured Creditor Account will not be subject to any encumbrances, liens, levies, or garnishments. Any funds remaining in the Unsecured Creditor Account after the last regularly scheduled distribution date under the Plan becomes the sole and exclusive property of the Reorganized Debtor. Contributions to the Unsecured Creditor Account. After the Plan's Effective Date, the Reorganized Debtor shall make the contributions to the Unsecured Creditor Account set forth herein. The Unsecured Creditor Account will be funded by any funds payable to unsecured creditors under the Plan Support Agreement, which could include up to $112,500, plus annual payments of the Reorganized Debtor's Disposable Income from 2024, 2025 and 2026. On each of February 15, 2025, February 15, 2026, and February 15, 2027 (collectively, the "Unsecured Contribution Dates") the Reorganized Debtor shall contribute the requisite funds to the Unsecured Creditor Account. Distributions from Unsecured Creditor Account. If the Plan is confirmed under s 1191(a) of the Bankruptcy Code, the Reorganized Debtor shall make distributions of funds from the Unsecured Creditor Account on or before March 15, 2024, March 15, 2025, and March 15, 2026 (collectively, the "Unsecured Distribution Dates"). Additionally, no distributions shall be made from the Unsecured Creditor Account until such time as all objections to claims in Class 3 and 4 have been resolved by a final non-appealable order. Satisfaction of Claims. Upon the payment on March 15, 2027, the Reorganized Debtor shall have no further obligations under this Plan to any Holder of a claim, including any obligation to deposit funds in the Unsecured Creditor Account, and all Holders of claims shall have no further or continued rights or standing under this Plan. At such time, the Reorganized Debtor may file, but is not required to file, a notice with the Court stating that one or more claims have been fully satisfied in accordance with the Plan and such notice shall be deemed to be a satisfaction of judgment. Counsel for Continuous Cast Alloys LLC, Debtor and Debtor-in-Possession: William J. Factor, Esq. Lars A. Peterson, Esq. FACTORLAW 105 W. Madison, Suite 1500 Chicago, IL 60602 Tel: (312) 878-0969 Fax: (847) 574-8233 E-mail: wfactor@wfactorlaw.com lpeterson@wfactorlaw.com A copy of the Plan of Reorganization dated Jan. 10, 2024, is available at https://tinyurl.ph/wRTGG from PacerMonitor.com. About Continuous Cast Alloys Continuous Cast Alloys, LLC is a custom manufacturer of premium nickel and cobalt based alloys for the dental, electrode and rod, jewelry, powder, and wire sectors. The company is based in Hinsdale, Ill. Continuous Cast Alloys filed Chapter 11 petition (Bankr. N.D. Ill. Case No. 23-04469) on April 3, 2023, with $1 million to $10 million in both assets and liabilities. Mark Allen, manager, signed the petition. Judge Deborah L. Thorne oversees the case. The Debtor is represented by William J. Factor, Esq., at FactorLaw. CORE SCIENTIFIC: Completes Reorganization, Exits Chapter 11 ----------------------------------------------------------- Core Scientific, Inc., a leader in bitcoin mining and infrastructure for high-value compute, on Jan. 23, 2024, disclosed that it has successfully completed its reorganization pursuant to Chapter 11 of the United States Bankruptcy Code. The Company emerges from Chapter 11 with a strengthened balance sheet and expects to commence the listing of its common stock, tranche 1 warrants and tranche 2 warrants on the Nasdaq Global Select Market under the symbols CORZ, CORZW and CORZZ, respectively, on January 24, 2024. Core Scientific is positioned as one of the largest bitcoin miners in North America, with specialized data centers in five U.S. states operating 724 megawatts of power. The Plan of Reorganization ("The Plan") reduced Core Scientific's debt by $400 million through the conversion of equipment lender and convertible note holder debt to equity. The Plan also provides a pathway to de-lever the balance sheet further, assuming the conversion of remaining convertible debt, the cash exercise of all applicable warrants and the use of cash to pay down debt. With sufficient liquidity from a new credit facility and projected operating cash flow, the Company is set to emerge and continue executing its multi-year growth plan. In addition to operating 16.9 exahash of energized hash rate for its bitcoin mining business as of December 31, 2023, Core Scientific also operated 6.3 exahash for its hosting business for a total of 23.2 exahash, making it one of the largest hosting service providers for bitcoin mining in North America. "This week marks an important step forward for us as we emerge, re-list and now focus all our energy on the exciting opportunities ahead of us," said Adam Sullivan, Core Scientific Chief Executive Officer. "Throughout the reorganization process, the Company has maintained its position as one of the largest and most consequential bitcoin miners in North America. Now, with a pathway to de-lever our balance sheet, sufficient liquidity and an unmatched team, we are poised to execute our pragmatic growth plan, continue preparing for the coming halving and create value by transforming energy into high value compute for bitcoin mining and other potential applications." In 2023, Core Scientific produced 13,762 bitcoin from its owned fleet of miners and another 5,512 bitcoin on behalf of its hosting customers, some of which share proceeds with the Company. The Company is in the process of deploying and energizing approximately 27,000 new Bitmain S19 XP bitcoin miners and expects to deploy approximately 12,000 Bitmain S21 bitcoin miners before mid-year 2024. With 372 megawatts of partially developed infrastructure at its two Texas data centers, the Company plans to increase its capacity by more than 50% over the next four years at a much lower cost per megawatt as compared to new construction. New Board of Directors Core Scientific also announced its new Board of Directors, comprising six new independent directors, each of whom brings a wealth of experience, relevant expertise and fresh perspectives to the Company. These directors are: -- Todd Becker, President, Chief Executive Officer and Director of Green Plains Inc. -- Jeff Booth, Founding Partner at Ego Death Capital -- Jordan Levy, Managing Partner at SBNY (formerly SoftBank Capital NY) and Seed Capital Partners, Co-Managing Partner of Z80 Labs -- Jarrod Patten, Founder, President and Chief Executive Officer of global real estate advisory firm RRG, Director of Microstrategy Incorporated -- Yadin Razov, Founder and Managing Partner of Terrace Edge Ventures LLC -- Eric Weiss, Founder and Chief Investment Officer for Blockchain Investment Group LP and Bitcoin Investment Group LP -- Adam Sullivan, President and Chief Executive Officer of Core Scientific, Inc. "We are honored to have such a distinguished and highly qualified board of directors to help guide our growth," Mr. Sullivan added. "I look forward to working with each of our new directors to support our team as we execute our growth plan." For biographies of each director, please visit https://www.corescientific.com/team. Core Scientific released a webcast updating key elements of its emergence, including its post-emergence capital structure and the recovery value to shareholders and noteholders, on January 22, 2024. A recording of the webcast can be found here and in the "Events & Presentations" section under the "Investors" link on the Company's website. Advisors Weil, Gotshal & Manges LLP served as Core Scientific's counsel. PJT Partners LP served as investment banker to Core Scientific. AlixPartners LLP served as restructuring advisor to Core Scientific. Additional Information about the Restructuring Process The full terms of the Plan and Disclosure Statement, as well as additional information about the chapter 11 filing, including court documents, can be found online free of charge at https://cases.stretto.com/CoreScientific. Stakeholders with questions may call Stretto at +1 (888) 765-7875 (U.S.) or +1 (949) 404-4152 (international) or email TeamCoreScientific@stretto.com. About Core Scientific Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge Christopher M. Lopez oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. Meanwhile, B. Riley Commercial Capital, LLC, as administrative agent under the Replacement DIP facility, is represented by Choate, Hall & Stewart, LLP. On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Willkie Farr & Gallagher, LLP as legal counsel and Ducera Partners, LLC as investment banker. The U.S. Trustee for Region 7 appointed an official committee of equity security holders. The equity committee is represented by Vinson & Elkins, LLP. CORE SCIENTIFIC: Reaches Settlement Agreement with Sphere 3D ------------------------------------------------------------ Sphere 3D Corp. (NASDAQ: ANY), dedicated to becoming the leading carbon-neutral Bitcoin mining company has reached a settlement agreement (the "Settlement Agreement") with Core Scientific, Inc. (together with its affiliates, "Core") which was approved by United States Bankruptcy Judge Christopher M. Lopez on January 16, 2024 as part of Core's emergence from bankruptcy. Pursuant to the Settlement Agreement: -- Sphere 3D will receive $10,000,000 in equity of Core; -- Sphere 3D will receive access to a pool of additional equity, if the value of the equity decreases from plan value; and -- Sphere 3Dand Core have mutually released claims against each other, but have expressly preserved Sphere 3D's claims against Gryphon Digital Mining, Inc. ("Gryphon"). Sphere 3D reached an agreement with Core for $10,000,000 of equity which will be available for trading upon Core's Effective date. The Settlement Agreement includes access to potential additional funds for interest as well as an additional equity pool if the value of Core's equity decreases in the 18 months after the date of the Settlement Agreement commensurate with the other unsecured creditors. Sphere 3D believes the settlement was in the best interests of its shareholders given the uncertainty of litigation. Consistent with Sphere 3D's view, Judge Lopez acknowledged in approving the settlement that the case was complex and would have required extensive deliberations to resolve. Judge Lopez acknowledged the efforts that Sphere 3D and Core had put into the settlement negotiations. The terms of the Settlement Agreement expressly do not waive any claim Sphere has against Gryphon. Sphere 3D is seeking recovery from Gryphon for damages in connection with Gryphon's failure to file a timely proof of claim before the deadline in the Core bankruptcy proceeding before the filing deadline. Core previously contested Sphere 3D's proof of claim arguing that Gryphon's failure to file the proof of claim before the passage of the bar date deadline invalidated the claim. CEO Comments "The settlement of this case provides us with non-dilutive capital to grow and focus all efforts on our strategic growth initiatives," said Patricia Trompeter, CEO of Sphere 3D. "We are glad that the Settlement Agreement will enable us to recover capital." About Sphere 3D Sphere 3D Corp. (NASDAQ: ANY) -- http://www.Sphere3D.com/-- is a net carbon-neutral cryptocurrency miner with more than a decade of proven enterprise data-services expertise. Sphere 3D is growing its industrial-scale Bitcoin mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with best-in-class data center operators. Sphere 3D is dedicated to growing shareholder value while honoring its commitment to strict environmental, social, and governance standards. About Core Scientific Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge Christopher M. Lopez oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT Partners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. Meanwhile, B. Riley Commercial Capital, LLC, as administrative agent under the Replacement DIP facility, is represented by Choate, Hall & Stewart, LLP. On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Willkie Farr & Gallagher, LLP as legal counsel and Ducera Partners, LLC as investment banker. The U.S. Trustee for Region 7 appointed an official committee of equity security holders. The equity committee is represented by Vinson & Elkins, LLP. CORRELATE ENERGY: Christine Gulbranson Holds 250,000 Stock Options ------------------------------------------------------------------ Christine Gulbranson, Director of Correlate Energy Corp., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing direct beneficial ownership of stock options to purchase 250,000 shares of the Company's common stock. The stock options are exercisable until January 4, 2029, at a price of $1.95 per share. About Correlate Correlate Energy Corp. (OTCQB: CIPI), formerly Correlate Infrastructure Partners Inc., together with its subsidiaries, is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions North America. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. Correlate reported a net loss of $7.16 million on $3.40 million of revenues for the year ended Dec. 31, 2022, compared to a net loss of $90,249 for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $5.75 million in total assets, $8.09 million in total liabilities, and a total stockholders' deficit of $2.35 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations and has not generated positive cash flows which raises substantial doubt about its ability to continue as a going concern.' In its Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended September 30, 2023, Correlate Energy said there is substantial doubt about the Company's ability to continue as a going concern. The Company has incurred losses since inception and has not generated positive cash flows from operations. CORRELATE ENERGY: J. Themaat Holds 500,000 Stock Options -------------------------------------------------------- Johan Ver Loren Van Themaat, Chief Financial Officer of Correlate Energy Corp., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing direct beneficial ownership of stock options to purchase 500,000 shares of the Company's common stock. The stock options are exercisable until September 1, 2028, at a price of $0.89 per share. The options vest equally on a monthly basis over a 36-month period. About Correlate Correlate Energy Corp. (OTCQB: CIPI), formerly Correlate Infrastructure Partners Inc., together with its subsidiaries, is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions North America. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. Correlate reported a net loss of $7.16 million on $3.40 million of revenues for the year ended Dec. 31, 2022, compared to a net loss of $90,249 for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $5.75 million in total assets, $8.09 million in total liabilities, and a total stockholders' deficit of $2.35 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations and has not generated positive cash flows which raises substantial doubt about its ability to continue as a going concern.' In its Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended September 30, 2023, Correlate Energy said there is substantial doubt about the Company's ability to continue as a going concern. The Company has incurred losses since inception and has not generated positive cash flows from operations. COSMOS HEALTH: Closes Acquisition of 10-Drug Portfolio for $3.5M ---------------------------------------------------------------- Cosmos Health Inc. announced that it has successfully completed the acquisition of the licenses and rights of a comprehensive portfolio of 10 generic drugs from a related party for EUR3.2 million, or approximately $3.5 million at Jan. 18, 2024's exchange rate. This strategic acquisition significantly enhances Cosmos Health's pharmaceutical portfolio. The selected drugs have been chosen for their efficacy in addressing a variety of health issues, including treatments for diabetes, cholesterol, respiratory, and cardiac conditions, among other critical health areas. This diverse selection underlines Cosmos Health's unwavering commitment to providing diverse medical needs through comprehensive, patient-centric healthcare solutions, catering to the specific needs of patients across multiple medical domains. All medicines will be manufactured at the facilities of the Company's wholly-owned subsidiary, Cana Laboratories. The portfolio of drugs includes 1) ASTO-CHOL and its variant ASTO-CHOL 2 (Pravastatin), 2) Diorium (Omeprazole), 3) HEART-FREE (Clopidogrel), 4) the LIPICHOL series with LIPICHOL and LIPICHOL 2 (Atorvastatin), 5) Miltus and Miltus 2 (Donepezil), 6) Newzypra and Newzypra 2 (Olanzapine), 7) the PNEUMO-KAST series with PNEUMO-KAST, PNEUMO-KAST 2, and PNEUMO-KAST 3 (Montelukast), 8) Sahar and Sahar 2 (Pioglitazone), and 9) VIVALCID and VIVALCID 2 (Leucovorin). Also included in the portfolio are Diabit-is and Diabit-is 2 (Sitagliptin), in accordance with the definitive agreement announced on Dec. 20, 2023. According to Vantage Market Research, the Global Generic Drugs Market was valued at $411.99 billion in 2022 and is projected to reach $613.34 billion by 2030, representing a Compound Annual Growth Rate (CAGR) of 5.10% throughout the forecast period. Greg Siokas, chief executive officer of Cosmos Health, stated: "We are thrilled to announce the acquisition of a truly comprehensive portfolio of generic drugs. This strategic move represents another pivotal step in expanding into new global markets and diversifying our cash flows by broadening our portfolio of medicines to cover a wide spectrum of health disorders. The transition into a full-fledged pharmaceutical company is a key priority for Cosmos. With the acquisition of Cana, we have achieved in-house manufacturing capabilities, solidifying our status as a vertically integrated entity. This positions us as an innovative pharmaceutical company with comprehensive capabilities, encompassing everything from drug development and production to marketing and sales. With this acquisition, Cosmos expects to capture a substantial share of the vast, multi-billion-dollar global generic drug pharmaceutical industry." About Cosmos Health Inc. Cosmos Health Inc. (Nasdaq: COSM), formerly known as Cosmos Holdings, is a global healthcare group that was incorporated in 2009 and is headquartered in Chicago, Illinois. Cosmos Health is engaged in the nutraceuticals sector through its own proprietary lines of products "Sky Premium Life" and "Mediterranation." Additionally, the Company is operating in the pharmaceutical sector through the provision of a broad line of branded generics and OTC medications and is involved in the healthcare distribution sector through its subsidiaries in Greece and UK serving retail pharmacies and wholesale distributors. Cosmos Health is strategically focused on the R&D of novel patented nutraceuticals (IP) and specialized root extracts as well as on the R&D of proprietary complex generics and innovative OTC products. Cosmos has developed a global distribution platform and is currently expanding throughout Europe, Asia and North America. Cosmos Health has offices and distribution centers in Thessaloniki and Athens, Greece and Harlow, UK. More information is available at www.cosmoshealthinc.com and www.skypremiumlife.com. For the nine-month period Sept. 30, 2023, the Company had revenue of $37,537,003, net loss of $4,790,597 and net cash used in operations of $16,587,726. Additionally, as of Sept. 30, 2023, the Company had positive working capital of $23,901,453, an accumulated deficit of $71,038,463, and stockholders' equity of $44,195,740. It is management's opinion that these conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date of this filing. CSI COMPRESSCO: Announces General Partner's Quarterly Distribution ------------------------------------------------------------------ CSI Compressco LP announced that the board of directors of its general partner has declared a cash distribution attributable to the quarter ended Dec. 31, 2023 of $0.01 per outstanding common unit, or $0.04 per outstanding common unit on an annualized basis. This cash distribution will be paid on Feb. 14, 2024 to all common unitholders of record as of the close of business on Jan. 31, 2024. About Compressco CSI Compressco is a provider of compression services and equipment for natural gas and oil production, gathering, artificial lift, transmission, processing, and storage. In addition, CSI Compressco provides a variety of natural gas treating services. CSI Compressco's contract services business includes a fleet of approximately 4,500 compressor packages providing approximately 1.2 million in aggregate horsepower, utilizing a full spectrum of low-, medium- and high-horsepower engines. Additionally, the Company's gas treating equipment fleet includes natural gas cooling units used to reduce the temperature of natural gas so that it can be further treated, processed, or compressed. CSI Compressco also provides well monitoring and automated sand separation services in conjunction with compression and related services in Mexico. CSI Compressco's aftermarket business provides compressor package reconfiguration and maintenance services. CSI Compressco's customers comprise a broad base of natural gas and oil exploration and production, midstream, transmission, and storage companies operating throughout many of the onshore producing regions of the United States, as well as in a number of foreign countries, including Mexico, Canada, Argentina, and Chile. CSI Compressco's General Partner is owned by Spartan Energy Partners LP. CSI Compressco incurred a net loss of $22.09 million in 2022, compared to a net loss of $50.27 million in 2021. As of Dec. 31, 2022, the Company had $722.40 million in total assets, $84.25 million in total current liabilities, $663.42 million in total other liabilities, and a total partners' deficit of $25.27 million. * * * As reported by the TCR on Dec. 26, 2023, Moody's Investors Service placed CSI Compressco LP's ratings under review for upgrade, including its Caa1 Corporate Family Rating. CSI Compressco's ratings were placed on review for upgrade based on its potential combination with Kodiak Gas Services, which would result in company with greater scale, lower debt leverage, and greater financial resources. CURRENT ENERGY: Joli Lofstedt Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 11 appointed Joli Lofstedt, Esq., as Subchapter V trustee for Current Energy, LLC. Ms. Lofstedt, a practicing attorney in Louisville, Colo., will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Lofstedt declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joli A. Lofstedt, Esq. P.O. Box 270561 Louisville, CO 80027 Phone: (303) 476-6915 Fax: (303) 604-2964 Email: joli@jaltrustee.com About Current Energy Current Energy, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-10213) on Jan. 17, 2024, with $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Michael E. Romero oversees the case. Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, P.C. represents the Debtor as legal counsel. CUSTOM LOGGING: Wins Cash Collateral Access Thru March 7 -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Custom Logging, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through March 7, 2024. The possible lienholders of the Debtor's cash collateral are Commercial Credit Group, Globex Funding, Iruka Capital Group, Parkview Advance, and Venture Plus Partners dba Avanza Capital. As adequate protection, the Secured Creditors are granted a lien in the Debtor's post-petition revenue and other assets acquired post-petition to the same extent and priority as they had prior to the filing of the case. A hearing on the matter is set for March 6, 2024 at 10 a.m. A copy of the order and the Debtor's budget is available at https://urlcurt.com/u?l=GEcm3A from PacerMonitor.com. The Debtor projects $195,697 in total income and $181,257 in total expenses for the period from February 2 to March 7, 2024. About Custom Logging, LLC Custom Logging, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02538) on September 1, 2023. In the petition signed by James Sherrill Sewel, member-manager, the Debtor disclosed $50,000 in assets and up to $10 million in liabilities. Judge Pamela W. Mcafee oversees the case. Philip M. Sasser, Esq., at Sasser Law Firm, represents the Debtor as legal counsel. CYXTERA TECHNOLOGIES: Exits Chapter 11 -------------------------------------- Cyxtera Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Fourth Amended Joint Chapter 11 Plan of Reorganization of the company and its debtor affiliates became effective on January 12, 2024. As previously disclosed, on June 4, 2023, the Company and certain of its direct and indirect subsidiaries (collectively, the "Company Parties") filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. On October 31, 2023, the Company Parties entered into an Asset Purchase Agreement with Phoenix Data Center Holdings LLC. Pursuant to the Purchase Agreement, the Purchaser acquired substantially all of the Company's assets and assumed certain specified liabilities of the Company (the "Transaction"). On November 16, 2023, the Bankruptcy Court held a confirmation hearing to approve the Company's Fourth Amended Joint Plan of Reorganization of Cyxtera Technologies, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code and the Transactions contemplated thereunder. The Bankruptcy Court approved the Plan, and on November 17, 2023, the Bankruptcy Court entered the Revised Findings of Fact, Conclusions of Law, and Order Confirming the Fourth Amended Joint Plan of Reorganization of Cyxtera Technologies, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code confirming the Plan. The Plan authorized, among other things, the Company Parties to sell substantially all of their assets to the Purchaser pursuant to the terms of the Purchase Agreement and the winding down of the Company Parties' estates following consummation of the Asset Sale. The foregoing summary is qualified in its entirety by reference to the Plan. In the Company's most recent monthly operating report filed with the Bankruptcy Court on December 22, 2023, the Company reported aggregated total assets of approximately $11.9 million and total liabilities of approximately $103.1 million for the reporting period ended November 30, 2023. The Plan became effective on January 12, 2024 when the Company Parties filed a Notice of (A) Entry of the Order Confirming the Fourth Amended Joint Plan of Reorganization of Cyxtera Technologies, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code and (B) Occurrence of Effective Date (the "Notice of Effective Date") with the Bankruptcy Court. As a result of the Plan becoming effective, all of the Company's equity interests, consisting of outstanding shares of Class A common stock, were cancelled, released, extinguished, and discharged and will be of no further force or effect as of the Effective Date without consideration and have no value. No shares of the Company's common stock will be reserved for future issuance in respect of claims and interests filed and allowed under the Plan or pursuant to the exercise of any rights, options, or other obligations of the Company to issue its common stock. The Company intends to file a Form 15 with the SEC deregistering the Company's common stock pursuant to Rule 12g-4(a)(1) under the Securities Exchange Act of 1934 ("Exchange Act"). Upon filing the Form 15, the Company intends to immediately cease filing any further periodic or current reports under the Exchange Act. The Plan provides that on the Effective Date, except with respect to the new takeback facility or to the extent otherwise provided in the Plan, including in Article V.A thereof, all notes, instruments, certificates and other documents evidencing claims or interests, including first lien credit documents and all other credit agreements and indentures, shall be cancelled, and the obligations of the Company Parties and any non-debtor affiliate thereunder or in any way related thereto, including any liens and/or claims in connection therewith, shall be deemed satisfied in full, cancelled, discharged, released, and of no force or effect, and the agents named in the Plan shall be released from all duties and obligations thereunder. Holders of or parties to such cancelled instruments, securities, and other documentation have no rights arising from or relating to such instruments, securities and other documentation, or the cancellation thereof, except the rights provided for pursuant to the Plan. The certificates, shares and ownership interests and related agreements, purchase rights, options and warrants that were cancelled on the Effective Date included all of the Company's common stock and related rights to purchase or receive shares of common stock. Furthermore, the Plan provides that on the Effective Date the Company's board of directors will be dissolved and any remaining officers will be deemed to have resigned. Each of the Company's directors, Manuel D. Medina, Greg Waters, Nelson Fonseca, Fahim Ahmed, Benjamin Phillips, John W. Diercksen, Frederick Arnold, Roger Meltzer and Scott Vogel, and the Company's remaining officers, including Nelson Fonseca, President & Chief Executive Officer and Carlos Sagasta, Chief Financial Officer ceased being directors and officers of the Company on the Effective Date. Full-text copies of the Plan, the Confirmation Order, and the Notice of Effective date are available at http://tinyurl.com/b8rwjnuf,http://tinyurl.com/387pyjmm,and http://tinyurl.com/yc66389x,respectively. All filings related to the Chapter 11 Cases are available electronically at https://www.kccllc.net/cyxtera/ 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: Posts $2.4 Million Net Loss in FY Ended Feb. 28 ------------------------------------------------------------- Daybreak Oil and Gas, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss available to common shareholders of $2.43 million on $1.61 million of total crude and natural gas sales for the 12 months ended Feb. 28, 2023, compared to a net loss available to common shareholders of $398,450 on $680,107 of total crude oil and natural gas sales for the 12 months ended Feb. 28, 2022. As of Feb. 28, 2023, the Company had $7.72 million in total assets, $4.51 million in total liabilities, and $3.21 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 Jan. 23, 2024, 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. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001164256/000151597124000014/dbrm10k022823.htm 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. DMK PHARMACEUTICALS: Revises Meeting Quorum Requirements -------------------------------------------------------- DMK Pharmaceuticals Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that effective Jan. 22, 2024, it amended and restated its Amended and Restated Bylaws, to provide that, at all meetings of stockholders, the presence, in person, by remote communication, if applicable, or by proxy, of both (i) the holders of at least one-third of the voting power of the capital stock issued and outstanding and entitled to vote on one or more matters to be voted on at the meeting, and (ii) the holders of at least one-third of all issued and outstanding shares of Common Stock entitled to vote, shall constitute a quorum at all meetings of the stockholders for the transaction of business. About DMK Pharmaceuticals DMK Pharmaceuticals (formerly known as Adamis Pharmaceuticals Corporation) is a commercial stage neuro-biotech company primarily focused on developing and commercializing products for the treatment of opioid overdose and substance use disorders. DMK's commercial products approved by the FDA include ZIMHI (naloxone) Injection for the treatment of opioid overdose, and SYMJEPI (epinephrine) Injection for use in the emergency treatment of acute allergic reactions, including anaphylaxis. In its Quarterly Report for the period ended Sept. 30, 2023, DMK said it has incurred substantial recurring losses from continuing operations, negative cash flows from operations, and is dependent on additional financing to fund operations. The Company incurred a net loss of approximately $1.4 million and $18.9 million for the three months and nine months ended September 30, 2023, respectively. As of September 30, 2023, the Company had an accumulated deficit of approximately $323.5 million. DMK said these conditions raise substantial doubt about its ability to continue as a going concern within one year after the date the financial statements were issued. DOT DOT SMILE: Unsecureds Get Full Payment After Other Claims ------------------------------------------------------------- Dot Dot Smile, LLC, submitted a Third Amended Subchapter V Chapter 11 Plan. DDS is the party proposing this Plan, which is a reorganizing plan that proposes to pay all allowed claims over a 5 year period, without interest, except certain priority tax claims that will receive interest as set forth herein. In the years preceding the Debtor's chapter 11 filing, it had significant revenue as follows: Year Gross Revenues 2020 $14,864,358.01 2021 $16,020,678.26 2022 $$3,871,087.97 2023 $740,987 (est) Under the Plan, Class 10 General Unsecured Claims will receive payment in full, with no interest on pro rata basis after payment of classes 1 through 9, per the payment schedule set forth in section VI herein. No interest will be paid on these claims. Class 10 is impaired. The Plan will be funded by the ongoing business operations of DDS as follows: Administrative Claims: April 15, 2024 (est): $55,000 Plan Payment 1: December 15, 2024: $50,000 Plan Payment 2: December 15, 2025: $75,000 Plan Payment 3: December 15, 2027: $300,000 Plan Payment 4: December 15, 2027: $690,000 Plan Payment 5: December 15, 2028: $(amounts necessary, in any to pay remaining allowed claims in full). Attorneys for Subchapter V Debtor: Jeffrey S. Shinbrot, Esq. JEFFREY S. SHINBROT, APLC 15260 Ventura Blvd., Suite 120 Sherman Oaks, CA 91403 Telephone:(310) 659-5444 Fax: (310) 878-8304 E-mail: jeffrey@shinbrotfirm.com A copy of the Third Amended Subchapter V Chapter 11 Plan dated Jan. 12, 2024, is available at https://tinyurl.ph/iXiiy from PacerMonitor.com. About Dot Dot Smile Dot Dot Smile, LLC, is a wholesaler of children's clothing. Dot Dot Smile filed a petition for relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-13361) on Sept. 3, 2022. In the petition filed by CEO Jeffrey Eugene Thompson, the Debtor disclosed $4,478,922 in assets and $5,638,742 in liabilities. Judge Wayne E. Johnson oversees the case. Jeffrey S. Shinbrot, APLC, is the Debtor's counsel. E-B DISPLAY: Unsecureds Owed $2.4M to Get Less Than 1% of Claims ---------------------------------------------------------------- E-B Display Company, Inc., et al., and the Official Committee of Unsecured Creditors submitted a First Amended Disclosure Statement with respect to the First Amended Joint Plan of Liquidation. The Joint Plan provides for the Debtors' Assets, consisting of the Debtors' Cash, Causes of Action, and miscellaneous other Assets to be distributed to the Liquidating Trust and managed by the Liquidating Trustee. The Liquidating Trustee will take actions to liquidate and administer the remaining non-Cash Assets, including, among other things, investigating and, if determined to be needed, pursue Causes of Action. The Liquidating Trustee will make distributions to creditors pursuant to the terms of the Joint Plan and orders of the Bankruptcy Court. Allowed Administrative Claims, Priority Tax Claims, Other Secured Claims, and Other Priority Claims will be paid in full. Holders of Allowed General Unsecured Claims will receive a Pro Rata portion of remaining Cash following administration of all remaining Assets. Following payment in full to all Holders of Allowed General Unsecured Claims, Holders of Allowed Insider Claims will receive a Pro Rata portion of remaining cash. To the extent holders of Allowed General Unsecured Claims and Allowed Insider Claims receive 100% payment on their claims, funds may be available for equity interests. As contemplated by the Bankruptcy Code, Administrative Claims and Priority Tax Claims are not classified under the Joint Plan. Administrative Claims and Priority Tax Claims will be paid in full on the later of the Effective Date of the Joint Plan or when such Claims become Allowed Claims. The estimated known Administrative Claims are approximately $83,860.00 (excluding (1) Claims pursuant to Section 503(b)(9) of the Bankruptcy Code of which Claims equal to $83,875 were filed and (2) Fee Claims) and the estimated Priority Tax Claims are approximately $7,000. Based on current levels of Cash and the Debtors' financial projections, the Debtors anticipate having approximately $100,000 of Cash as of December 1, 2023. The Debtors also believe refunds and other recovery between $5,000 and $35,000 exist that may bring dollars into the Debtors' Estates. The Debtors also anticipate generating Cash in an amount between $300,000 and $600,000 from the pursuit of Causes of Action. This aggregate amount of Cash is more than sufficient to satisfy all of the Debtors' Allowed Administrative Claims (subject to the below disclosure regarding Health Care Claims, defined below) and Allowed Priority Tax Claims in addition to Allowed Class 1 Other Secured Claims and Allowed Class 2 Other Priority Claims (which the Joint Plan Proponents believe such Class 1 and Class 2 Claims to be $0). Based on current levels of Cash of the Debtors at the time of filing of the Joint Plan, Wickens Herzer Panza, counsel to the Debtors ("WHP"), and Bernstein Burkley, counsel to the Committee ("BB"), have reached an agreement to defer any further payments from the Debtors to WHP and BB for owed fees and expenses for the period beginning September 1, 2023 through the current date. This agreement was made in an effort to conserve Cash to permit the Joint Plan Proponents to file and have approved this Joint Plan that the Joint Plan Proponents reasonably believe can achieve confirmation. The Joint Plan Proponents will discuss payment of these Allowed Fee Claims with the Liquidating Trustee and determine a plan for timing and amount of payment of such Fees, interim and final. E-B Display Company Inc.'s health care plan for its employees was a self-funded employee welfare benefit plan. As part of its operations and actions to wind up affairs following the sale of substantially all the Debtors' assets (where the buyer elected to not assume any Executory Contracts or Unexpired Leases, including the self-funded employee welfare benefit plan), the Debtors made operational and financial arrangements for the health care plan to continue to be administered and for employee health care claims ("Health Care Claims") to be funded for a tail period. Benefits under the plan are administered by Auxiant, a third party administrator, but the Health Care Claims belong to third parties, including providers of services and possibly former employees. Health Care Claims have continued, and the Debtors expect will continue, to come in for the period of time ending on August 4, 2023, which is the date of termination of employees and the plan itself. The universe of such Health Care Claims is unknown and uncertain, and there is no way for the Debtors to know of additional Health Care Claims or the amount of any such Health Care Claims until they are submitted to Auxiant by providers. Even so, the Liquidating Trustee will do its best to pay such Health Care Claims as they become known; however, it is possible at some point during the administration of the Joint Plan that the Liquidating Trust will no longer have the assets to pay such additional Health Care Claims, and so some Health Care Claims may go unpaid. It is impossible for any of the Joint Plan Proponents to know or fully identify the entire universe of Health Care Claims, but the Plan makes efforts to satisfy as many Health Care Claims as possible while also seeking to achieve the goals and responsibilities of a confirmed Chapter 11 plan. The Debtors entered the Chapter 11 Cases with a plan to sell substantially all of their Assets as going concerns. Shortly following the Petition Date, the Debtors filed a motion seeking relief: (a) approving bidding procedures; (b) approving the form and manner of notice of auction and sale; (c) authorizing the credit bid rights of Westfield; and (d) approving the sale of substantially all of Debtors' Assets. Prior to the bid deadline established by the bidding procedures, Debtors received a stalking horse bid from BSC in the amount of $6,500,000. As a result, Debtors filed a motion seeking (a) authority to designate a stalking horse bidder; (b) authority to enter into a stalking horse asset purchase agreement; (c) approval of the break-up fee of up to $195,000; and (d) authority to amend the bidding procedures to the extent necessary. The Bankruptcy Court entered an order approving such motion on July 6, 2023, and BSC was designated as the stalking horse bidder prior to the bid deadline and the auction established by the bidding procedures, as amended. The Debtors ran a full marketing and sale process facilitated by their investment banker, Signet Capital Advisors LLC. Several qualified bids in addition to the stalking horse bid were received by the bidding deadline, and an auction was held on July 14, 2023. Following a robust auction process, BSC was determined to be the highest and best bidder, with a final bid of $8,500,000 for substantially all of the Assets. As a result, the Debtors moved forward to approve the sale to BSC for $8,500,000. On August 1, 2023, the Court entered the Order (A) Approving Purchase Agreement; (B) Authorizing the Sale of the Debtors' Assets Free and Clear of All Liens, Claims, Encumbrances and Interests; and (C) Granting Related Relief (the "Sale Order"), which approved the sale of substantially all of the Debtors' assets to BSC. Entry of the Sale Order was supported by the Committee and Westfield. On August 4, 2023, the Debtors and BSC closed the sale in accordance with the provisions of the Sale Order (the "Closing Date"). The Debtors are in the process of winding down their affairs and administering their remaining and cash assets through the Chapter 11 Cases. Under the Plan, Class 3 General Unsecured Claims total $2,470,000 and will recover less than 1% of their claims. Each Holder of an Allowed Class 3 Claim is entitled to vote to accept or reject the Joint Plan. On one or more Distribution Dates, each Holder of an Allowed General Unsecured Claim will receive a Pro Rata share of the net proceeds of the Liquidating Trust Assets after the payment of all Allowed Fee Claims, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, and the payment of all costs and expenses of the Liquidating Trust. The obligations to Holders of Allowed General Unsecured Claims will be governed by the Liquidating Trust Agreement. Holders of General Unsecured Claims are impaired and entitled to vote to accept or reject the Joint Plan. On or prior to the Effective Date, the Liquidating Trust shall be established pursuant to the Liquidating Trust Agreement for the purpose of liquidating the Estates, administering all claims, investigations and Causes of Action (including Avoidance Actions) and distributing the proceeds thereof to creditors according to the terms of the Joint Plan. The Liquidating Trust (and the Liquidating Trustee) shall be empowered to: (a) effect all actions and execute all agreements, instruments and other documents necessary to implement the Liquidating Trust provisions of the Joint Plan; (b) accept, preserve, receive, collect, manage, invest, supervise, prosecute, settle, and protect the Liquidating Trust Assets (directly or through its professionals, in accordance with the Joint Plan); (c) sell, liquidate, transfer, distribute, abandon, or otherwise dispose of the Liquidating Trust Assets (directly or through its professionals) or any part thereof or any interest in the Joint Plan upon such terms as the Liquidating Trustee determines to be necessary, appropriate, or desirable; (d) calculate and make distributions to Holders of Allowed Claims; (e) comply with the Joint Plan and exercise the Liquidating Trustee's rights and fulfill his or her obligations thereunder; (f) review, reconcile, or object to Claims and resolve such objections as set forth in the Joint Plan; (g) investigate and pursue Causes of Action transferred to the Liquidating Trust; (h) retain and compensate professionals to represent the Liquidating Trustee without further authority from the Bankruptcy Court; (i) establish and maintain a Disputed Claims Reserve, if any; (j) file appropriate Tax returns and other reports on behalf of the Debtors and the Liquidating Trust and pay Taxes or other obligations owed by the Liquidating Trust; (k) exercise such other powers as may be vested in the Liquidating Trustee under the Liquidating Trust Agreement or the Joint Plan, or as deemed by the Liquidating Trustee to be necessary and proper to implement the provisions of the Joint Plan and the Liquidating Trust Agreement; (l) object to the amount of any Claim on the Schedules or that are Filed if the Liquidating Trustee determines in good faith that the Claim is invalid, overstated or has previously been paid or satisfied; (m) file any required reports and pay any and all residual statutory fees of the Debtors as provided in the Joint Plan; and (n) dissolve the Liquidating Trust in accordance with the terms of the Liquidating Trust Agreement and Joint Plan. The Liquidating Trust's primary purpose is liquidating the Liquidating Trust Assets transferred to it by the Debtors and making distributions from the Liquidating Trust to Holders of Allowed Claims. Counsel for the Debtors, E-B Display Company, Inc., et al.: Christopher W. Peer, Esq. Matthew N. Danese, Esq. Emily M. Frohman, Esq. WICKENS HERZER PANZA 35765 Chester Road Avon, OH 44011-1262 Tel: (440) 695-8000 Fax: (440) 695-8098 Docket E-mail: Docket@WickensLaw.com E-mail: CPeer@WickensLaw.com MDanese@WickensLaw.com EFrohman@WickensLaw.com Counsel for the Official Committee of Unsecured Creditors: Harry W. Greenfield, Esq. BERNSTEIN BURKLEY 600 Superior Ave., Suite 1300 Fifth Third Center Cleveland, OH 44114-2654 A copy of the Disclosure Statement dated Jan. 10, 2024, is available at https://tinyurl.ph/TVqQd from PacerMonitor.com. About E-B Display Company E-B Display Company, Inc., develops and manufactures custom displays and fixtures for retail customers, including by carrying out all graphic design, engineering, prototyping, manufacturing, and printing necessary to create such custom displays and fixtures. E-B Display operates in two locations situated in Massillon, Ohio. The real property upon where E-B Display operates its business is owned by Rotolo Industries, Inc. and the locations are operated and managed by E-B Display. On May 12, 2023, E-B Display and three affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-60565). At the time of the filing, E-B Display reported as much as $10 million in both assets and liabilities. Michael S. Rotolo, president of E-B Display, signed the petition. Judge Tiiara NA Patton oversees the cases. The Debtors tapped Christopher Peer, Esq., at Wickens Herzer Panza Co. as legal counsel; Manchester RBG as financial advisor; and Signet Capital Advisors, LLC as investment banker. EAGLE PROPERTIES: Unsecureds Get Income, Contributions and Proceeds ------------------------------------------------------------------- Eagle Properties & Investment, LLC, filed a Plan of Reorganization and a Disclosure Statement. Eagle Properties & Investment is a real estate investment company that buys, renovates, rents and sells real estate in Pennsylvania, Maryland and Virginia. In addition, the company lends money to investors in real estate from time-to-time. The company's recent history of gross revenues are approximately as follows: 2021: $5,500,000 2022: $3,000,000 2023: $165,000 From its inception, the company bought and sold approximately eighty (80) properties, often borrowing money from various lenders to acquire and fund the renovations. The company also retained several properties to serve as either office space, long-term rentals or short-term rentals. For the long-term rentals, the company secured residential leases and realized income and paid expenses, including mortgages and loans, from rents. The company utilized the third party AirBNB service for short-term rentals. Fulton Bank, NA, Virginia Partners Bank, Mainstreet Bank, Bank of the Chesapeake (now known as Shore United Bank), Asset Based Lending, Orrstown Bank, Bank of Clarke County, and Bala Jain, LLC hold mortgages and/or deeds of trust on the properties operated by the company. In 2019, Bala Jain, LLC ("Bala Jain"), essentially called in its loan to the company, demanding immediate repayment of approximately $7.5 million from the company. Bala Jain sued the company in Fairfax County Circuit Court and recorded liens against several properties in various jurisdictions, complicating the company's continued operations. From 2019 through the petition date, the company fell behind on its payment of real estate taxes and other obligations, leading to the filing of the voluntary petition in this case. The value of the real estate owned by the company, cash on hand, and certain causes of action are the sole assets of the company. The 25 properties currently owned by the company are believed to have a value of approximately $10,579,500, which is the aggregate value derived from broker price opinions, appraisals and comparative market analysis reports received by the company. Under the Plan, Class 7 Allowed General Unsecured Claims are impaired. The Plan provides that Eagle Properties will make distributions to holders of the Class 7 Claims as follows: * Quarterly payments from net proceeds of sales and rental income; * Fifty percent of the $400,000 contribution to be made by Amit and Monika Jain; and * Payments from proceeds arising from the Litigation Rights 30 days after any recovery or settlement. Sources of funds for distributions to be made under the Plan consist of: * Funds on hand as of the Effective Date and income generated by Eagle Properties from business operations and sales of properties during the life of the Plan; * a $400,000.00 contribution from Amit and Monika Jain to be made within 45 days after the Confirmation Date; * a second priority mortgage against Windover in the amount of $400,000.00 which will be payable by Amit and Monika Jain over five years at 30-year amortization and 6% interest; * Net proceeds of litigation arising under the Litigation Rights. The following properties shall be sold within 24 months after the Effective Date: 1010 Lynn St SW Vienna, VA 22180 2565 Chain Bridge Rd Vienna, VA 22181 1630 E Chocolate Ave Hershey PA 17033 71 Lucy Ave Hummelstown PA 17036 7180 Jonestown Rd Harrisburg PA 17112 7213 Linglestown Rd, Harrisburg, PA 17112 7616 Grove Ave, Harrisburg PA 17112 249 Berkstone Dr Harrisburg PA 17112 204 S Fairville Ave Harrisburg PA 17112 6958 New Oxford Rd, Harrisburg, PA 17112 15474 Roxbury Rd Glenwood MD 21738 Counsel for the Debtor: Jeffery T. Martin, Jr., Esq. John E. Reid, Esq. MARTIN LAW GROUP, P.C. 8065 Leesburg Pike, Suite 750 Vienna, VA 22182 Tel: (703) 834-5550 Office E-mail: jeff@martinlawgroupva.com jack@martinlawgroupva.com A copy of the Disclosure Statement dated Jan. 12, 2024, is available at https://tinyurl.ph/qcULZ from PacerMonitor.com. About Eagle Properties and Investments Eagle Properties and Investments, LLC is a Vienna Va.-based company engaged in leasing real estate properties. It owns 26 properties valued at $9.37 million. Eagle Properties and Investments a filed Chapter 11 petition (Bankr. E.D. Va. Case No. 23-10566) on April 6, 2023, with $9,429,800 in total assets and $14,716,136 in liabilities. Amit Jain, manager, signed the petition. Judge Klinette H. Kindred oversees the case. The Debtor tapped the Law Offices of Sris, P.C. and N D Greene, PC. as bankruptcy counsels; Whiteford, Taylor & Preston, LLP as special counsel; and SC&H Group, Inc. as financial advisor and accountant. EASTERN NIAGARA: Court Approves First Amended Disclosure Statement ------------------------------------------------------------------ Judge Michael J. Kaplan has entered an order approving Eastern Niagara Hospital, Inc.'s First Amended Disclosure Statement dated Jan. 11, 2024. As soon as possible to ensure that parties receive not less than 28 days' notice of the last date to file objections, the Plan, the First Amended Disclosure Statement, and a ballot must be mailed to creditors, equity security holders, and other parties in interest, and must be transmitted to the United States Trustee. A hearing on confirmation of the plan will be held on Feb. 23, 2024, at 10:00 A.M. The hearing will be held telephonically. Feb. 20, 2024, is fixed as the last day for filing and serving written objections to confirmation of the plan. Ballots accepting or rejecting this plan may be filed with the Clerk of Court, at any time before the confirmation hearing or any continuation thereof. About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org-- is a not-for-profit organization focused on providing general medical and surgical services. Eastern Niagara Hospital sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10903) on July 8, 2020, with $10 million to $50 million in both assets and liabilities. Judge Michael J. Kaplan oversees the case. The Debtor tapped Barclay Damon, LLP as its bankruptcy counsel; Francis P. Weimer, Esq., as special counsel; Freed Maxick CPAs, P.C. as financial advisor; and Lumsden & McCormick, LLP as accountant. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Nov. 22, 2019. Bond Schoeneck & King, PLLC and Next Point, LLC serve as the committee's legal counsel and financial advisor, respectively. Michele McKay was appointed as patient care ombudsman in the Debtor's bankruptcy case. Jeffrey Dove, Esq., is the PCO's attorney. ELETSON HOLDINGS: Committee Taps FTI as Financial Advisor --------------------------------------------------------- The official committee of unsecured creditors of Eletson Holdings Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ FTI Consulting, Inc. as financial advisor. The firm's services include: -- assistance in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; -- assistance with the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results; -- assistance with the review of the Debtors' potential disposition or liquidation of both core and non-core assets; -- assistance with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; -- assistance with the review of the Debtors' identification of potential cost savings, including overhead and operating expense reductions and efficiency improvements; -- assistance in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; -- assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; -- assistance in the review of the claims reconciliation and estimation process; -- assistance in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; -- attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; -- assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; -- assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; -- assistance in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and -- provision of such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. The firm will be paid at these rates: Senior Managing Directors $1,095 to $1,495 per hour Directors/Senior Directors/ Managing Directors $825 to $1,110 per hour Consultants/Senior Consultants $450 to $790 per hour Administrative / Paraprofessionals $340 to $370 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Cordasco, a senior managing director at FTI, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Cordasco FTI Consulting, Inc. 1166 Avenue of the Americas, 15th Floor New York, NY 10036 Telephone: (212) 247-1010 Email: michael.cordasco@fticonsulting.com About Eletson Holdings Inc. Eletson Holdings Inc. is a family-owned international shipping company, which touts itself as having a global presence with headquarters in Piraeus, Greece as well as offices in Stamford, Connecticut, and London. At one time, Eletson claimed to own and operate one of the world's largest fleets of medium and long-range product tankers and boasted a fleet consisting of 17 double hull tankers with a combined capacity of 1,366,497 dwt, 5 LPG/NH3 carriers with a combined capacity of 174,730 cbm and 9 LEG carriers with capacity of 108,000 cbm. Eletson Holdings, a Liberian company, is Eletson's ultimate parent company and is the direct parent and owner of 100% of the equity interests in the two other debtors, Eletson Finance (US) LLC, and Agathonissos Finance LLC. Eletson and its two affiliates were subject to involuntary Chapter 7 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 23-10322) filed on March 7, 2023 by creditors Pach Shemen LLC, VR Global Partners, L.P. and Alpine Partners (BVI), L.P. The petitioning creditors are represented by Kyle J. Ortiz, Esq., at Togut, Segal & Segal, LLP. On Sept. 25, 2023, the Chapter 7 cases were converted to Chapter 11 cases. The Honorable John P. Mastando, III is the case judge. Derek J. Baker, Esq., represents the Debtors as bankruptcy counsel. On Oct. 20, 2023, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Dechert LLP as its counsel. ELITE KIDS: Seeks Extension to File Plan Until May 2 ---------------------------------------------------- Elite Kids Services, Inc., filed a motion to extend the time to confirm a Chapter 11 Small Business Plan of Reorganization and Disclosure Statement pursuant to 11 U.S.C. Sec. 1121(e). The Debtor requests an extension of the time by which a Plan should be confirmed for an additional 90 days, through and including May 2, 2024. This second requested extension of the time period for confirmation, is necessary due to the fact, that the time to confirm a plan is set to expire on February 2, 2024, and the Debtor needs an additional time to resolve a claim filed by M.M. Infant under 14 and Olia Royzman and to proceed the claim objection with respect to the claim filed by the U.S. Small Business Administration. With respect to the claim filed by M.M. Infant under 14 and Olia Royzman, the Debtor made an offer and currently is waiting for the response from the Creditor. Attorney for the Debtor: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 About Elite Kids Services Elite Kids Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 22-42915) on Nov. 22, 2022, with as much as $1 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan, PC and Wisdom Professional Services, Inc., serve as the Debtor's legal counsel and accountant, respectively. EMERGENT BIOSOLUTIONS: Millennium Group, 2 Others Hold 4% Stake --------------------------------------------------------------- Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2023, they beneficially owned 2,095,662 shares of common stock of Emergent Biosolutions Inc., representing 4 percent of the shares outstanding. The securities disclosed as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1273087/000127308724000019/EBS_SC13GA1.htm About Emergent Biosolutions Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate and naturally occurring public health threat. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing ("CDMO") services portfolio. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 1, 2023, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Credit Agreement, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. In its Quarterly Report for the period ended Sept. 30, 2023, Emergent said that there is $211.2 million outstanding on the Company's Revolving Credit Facility and $202.1 million on Term Loan Facility (which matures in May 2025) as of Sept. 30, 2023. The Company determined that there is substantial doubt about its ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation considered the mitigating effect of management's plans that have been implemented as of September 30, 2023. Management may evaluate the mitigating effect of its plans to determine if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The Company's plans include (A) amending the agreement for the Senior Secured Credit Facilities, which occurred on May 15, 2023, with the Fourth Amendment to Amended and Restated Credit Agreement, Waiver and First Amendment to Amended and Restated Collateral Agreement and (B) the execution of the capital raise requirement prescribed in the Credit Agreement Amendment. EMERGENT BIOSOLUTIONS: State Street Has 2.05% Stake as of Dec. 31 ----------------------------------------------------------------- State Street Corporation disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2023, it beneficially owned 1,062,951 shares of common stock of Emergent Biosolutions Inc., representing 2.05 percent of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/93751/000009375124000103/Emergent_BioSol_Inc.txt About Emergent Biosolutions Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate and naturally occurring public health threat. The Company's solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing ("CDMO") services portfolio. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 1, 2023, citing that the Company does not expect to be in compliance with debt covenants in future periods without additional sources of liquidity or future amendments to its Credit Agreement, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. In its Quarterly Report for the period ended Sept. 30, 2023, Emergent said that there is $211.2 million outstanding on the Company's Revolving Credit Facility and $202.1 million on Term Loan Facility (which matures in May 2025) as of Sept. 30, 2023. The Company determined that there is substantial doubt about its ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation considered the mitigating effect of management's plans that have been implemented as of September 30, 2023. Management may evaluate the mitigating effect of its plans to determine if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. The Company's plans include (A) amending the agreement for the Senior Secured Credit Facilities, which occurred on May 15, 2023, with the Fourth Amendment to Amended and Restated Credit Agreement, Waiver and First Amendment to Amended and Restated Collateral Agreement and (B) the execution of the capital raise requirement prescribed in the Credit Agreement Amendment. ENDO INTERNATIONAL: Fine-Tunes Reorganization Plan -------------------------------------------------- Endo International plc, et al., filed a Second Amended Joint Chapter 11 Plan of Reorganization and a Disclosure Statement. The Debtors will use the net proceeds from the Syndicated Exit Financing (to the extent implemented), the net proceeds from the Rights Offerings, and cash on hand to fund Plan payments and distributions that are payable in cash. In the period before the Confirmation Hearing, the Debtors intend to file a motion seeking approval of and authorization to pursue the Rights Offerings and the Backstop Commitment Agreements, which motion may be heard at the same time as the Confirmation Hearing. The Rights Offerings and the Backstop Commitment Agreements are a key component of the Plan. The Rights Offerings are integrated with the treatment of Allowed First Lien Claims, Allowed Second Lien Deficiency Claims, and Allowed Unsecured Notes Claims. The Plan provides that holders of Claims in Class 1 (Priority Non-Tax Claims) and Class 2 (Other Secured Claims) will receive payment in full in cash on the Effective Date of the Plan or reinstatement or such other treatment that the Debtors elect that results in holders of such Claims or Interests being unimpaired. At the election of the Debtors, with the consent of the Required Consenting Global First Lien Creditors, holders of Claims or Interests in Class 13 (Intercompany Claims) and Class 14 (Intercompany Interests) will be either unimpaired or impaired and not receive any distribution under the Plan. Holders of Claims in Classes 3, 4(A), 4(B), 4(C), 4(D), 4(E), 4(F), 5, 6(A), 6(B), 6(C), 7(A), 7(B), 7(C), 7(D), 7(E), 8, 9, 10, 11, and 12 are impaired and entitled to vote on the Plan (the "Voting Classes"). For the reasons stated herein, the Debtors urge the holders of Claims in the Voting Classes to vote to accept the Plan. Holders of Claims and Interests in Class 15 (Subordinated, Recharacterized, or Disallowed Claims) and Class 16 (Existing Equity Interests) are impaired but are not entitled to vote on the Plan because under the Plan they will receive no recovery and are deemed to reject the Plan. In addition, certain Voting Classes entitled to vote on the Plan are Scheme Excluded Plan Classes not entitled to vote on the Scheme because, among other things, the Debtors have formed the view that it is not necessary to subject such Claims to the Scheme in order to achieve the purpose of the Scheme, which is to implement certain relevant terms of the Plan applicable to Scheme Creditors as a matter of Irish Law. Over 900,000 Proofs of Claim were filed in these Chapter 11 Cases by the General Bar Date. Close to 885,000 of those Proofs of Claim, approximately 97% of the total, did not state a claim amount. The approximately 3% of the Proofs of Claim that did state an amount asserted, in the aggregate, Claims of close to $975 billion. The vast majority of the filed Proofs of Claim assert unsecured Claims relating to opioid products, mesh products, or ranitidine products allegedly manufactured or sold by the Debtors, including Claims in the following classes: Class 4(C) (Mesh Claims), Class 4(D) (Ranitidine Claims), Class 4(E) (Generics Price Fixing Claims); Class 4(F) (Reverse Payment Claims), Class 5 (U.S. Government Claims), Class 6(A) (State Opioid Claims), Class 6(B) (Local Government Opioid Claims), 6(C) (Tribal Opioid Claims), Class 7(A) (PI Opioid Claims), Class 7(B) (NAS PI Claims), Class 7(C) (Hospital Opioid Claims), Class 7(D) (TPP Claims), Class 7(E) (IERP II Claims), Class 8 (Public School District Claims), Class 9 (Canadian Provinces Claims), Class 11 (Other Opioid Claims), and Class 12 (EFBD Claims). The Claims in the aforementioned Classes are contingent, unliquidated, and/or disputed, and many of those Claims are based upon novel or untested legal theories. In addition to the legal uncertainties, the value of such Claim will depend greatly on the facts and circumstances of the Claim, and a number of highly particularized judgments about the quantum of economic and non-economic damages that the claimant has allegedly incurred and that may be compensable under applicable law. The information necessary to determine these amounts is also generally not available from the Proofs of Claim, and, in litigation, would be learned through fact and expert discovery. Any estimate of the aggregate value of the Claims in the aforementioned Classes, and any estimate of the aggregate percentage recovery of a Class of such Claims, would be so uncertain as not to provide creditors with information useful to make judgments about the proposed Plan. The Debtors, in discussion with the Ad Hoc First Lien Group and in light of the Resolutions reached between the Ad Hoc First Lien Group and the various key stakeholders, which resolved key issues that had previously presented barriers to confirming a chapter 11 plan, determined to pursue a largely consensual chapter 11 plan that incorporates the key terms of the restructuring contemplated under the RSA and the Resolutions. Therefore, on December 19, 2023, the Debtors filed the original Plan and determined to hold the Sale Motion and Sale Hearing in abeyance during the pendency of the process by which the Debtors pursue the Plan. The Plan will treat unsecured claims as follows: Class 4(A) Second Lien Deficiency and Unsecured Notes Claims are impaired. Except to the extent that a holder of a Second Lien Deficiency Claim or Unsecured Notes Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for the Second Lien Deficiency Claims and Unsecured Notes Claims, the GUC Trust will receive the GUC Trust Consideration in accordance with the GUC Trust Documents, and (i) holders of Allowed Second Lien Deficiency Claims and Allowed Unsecured Notes Claims will receive GUC Subscription Rights; provided, that, the exercise of such GUC Subscription Rights will be subject to the terms and conditions set forth in the GUC Rights Offering Documents; and (ii) on the Effective Date, each Second Lien Deficiency Claim and each Unsecured Notes Claim will automatically, and without further act, deed, or court order, be channeled exclusively to the GUC Trust pursuant to Section 10.9 of the Plan, and all of the Debtors' liability for such Claim will be assumed by, the GUC Trust and such Claim will thereafter be asserted exclusively against the GUC Trust. The sole recourse of any holder of a Second Lien Deficiency Claim or an Unsecured Notes Claim on account thereof will be to the GUC Trust and only in accordance with the terms, provisions, and procedures of the GUC Trust Documents, which will provide that such Claims will be Allowed in the amounts set forth above and administered by the GUC Trust and holders of Allowed Second Lien Deficiency Claims and Allowed Unsecured Notes Claims will receive: (1) such holders' applicable share of the GUC Trust Purchaser Equity; and (2) such holders' pro rata share of GUC Trust Class A Units. Incremental Trust Distributions in Exchange for Granting GUC Releases. The procedures governing Distributions set forth in the GUC Trust Documents will provide for an additional payment by the GUC Trust to any holder of an Allowed Second Lien Deficiency Claim or Allowed Unsecured Notes Claim who is entitled to receive a Distribution from the GUC Trust and who grants or is deemed to grant, as applicable, the GUC Releases. Such additional payment from the GUC Trust will be in exchange for such holder's granting or being deemed to grant, as applicable, the GUC Releases and will be calculated by multiplying (i) the amount of any Distribution to be made to such holder pursuant to Section 4.4(e)(ii) of the Plan, by (ii) a multiplier of 4x. Notwithstanding the foregoing, Section 4.4(f) of the Plan will not apply with respect to GUC Subscription Rights or any Purchaser Equity issued or distributed as a result of the exercise of GUC Subscription Rights as contemplated by Section 4.4(e)(i) of the Plan. Class 4(B) Other General Unsecured Claims are impaired. 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 will receive the GUC Trust Consideration in accordance with the GUC Trust Documents; and (ii) each Other General Unsecured Claim will automatically, and without further act, deed, or court order, be channeled exclusively to the GUC Trust pursuant to Section 10.9 of the Plan, and all of the Debtors' liability for such Claim will be assumed by the GUC Trust, and such Other General Unsecured Claim will 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 will provide that Other General Unsecured Claims will be either Allowed and administered by the GUC Trust or otherwise Disallowed and released in full. Holders of Allowed Other General Unsecured Claims will 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 will be to the GUC Trust and only in accordance with the terms, provisions, and procedures of the GUC Trust Documents. Incremental Trust Distributions in Exchange for Granting GUC Releases. The procedures governing Distributions set forth in the GUC Trust Documents will provide for an additional payment by the GUC Trust to any holder of an Allowed Other General Unsecured Claim who is entitled to receive a Distribution from the GUC Trust and who grants or is deemed to grant, as applicable, the GUC Releases. Such additional payment from the GUC Trust will be in exchange for such holder granting or being deemed to grant, as applicable, the GUC Releases and will be calculated by multiplying (i) the amount of any Distribution to be made to such holder pursuant to the GUC Trust Documents, by (ii) a multiplier of 4x. Notwithstanding the foregoing, Section 4.5(d) of the Plan will not apply with respect to GUC Subscription Rights or any Purchaser Equity issued or distributed as a result of the exercise of GUC Subscription Rights. 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. The Voting Deadline is February 22, 2024, at 4:00 p.m. (prevailing Eastern Time). If you, through your Firm, elected to participate in the Non-Notes Master Ballot Solicitation Method, for your vote and Release Election to be counted, your Firm must complete and deliver the Non-Notes Master Ballot with your vote and Release Election in accordance with the Non-Notes Master Ballot Solicitation Procedures so that such Non-Notes Master Ballot is actually received by February 22, 2024, at 4:00 p.m. (prevailing Eastern Time) by the Solicitation Agent. If you are the actual holder of the Claim (and, if applicable, have elected (through your attorney) to participate in the Direct Solicitation Method under the Non-Notes Master Ballot Solicitation Procedures, discussed further in Art. VIII.C herein), for your vote to be counted, your Ballot must be either (a) properly completed by hand, executed, and delivered in accordance with the instructions included in the Ballot by (i) first class mail, (ii) overnight courier, or (iii) hand delivery, so that such Ballot is actually received by February 22, 2024, at 4:00 p.m. (prevailing Eastern Time) or (b) properly completed electronically no later than February 22, 2024, at 4:00 p.m. (prevailing Eastern Time) using the Solicitation Agent's E-Balloting online portal. If you are a holder of a Notes Claim, for your vote to be counted, your vote must be included on a valid (i) Notes Master Ballot or (ii) a Beneficial Holder Ballot pre-validated by your Nominee so that such Ballot must be actually received by February 22, 2024, at 4:00 p.m. (prevailing Eastern Time) by the Solicitation Agent. The Confirmation Hearing is scheduled for March 19, 2024, at 10:00 a.m. (prevailing Eastern Time). Counsel for the Debtors and Debtors in Possession: Paul D. Leake, Esq. Lisa Laukitis, Esq. Shana A. Elberg, Esq. Evan A. Hill, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Manhattan West New York, NY 10001 Telephone: (212) 735-3000 Fax: (212) 735-2000 A copy of the Disclosure Statement dated Jan. 12, 2024, is available at https://tinyurl.ph/OVgeC from Kroll, the claims agent. About Endo International Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The 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. ETTA SCOTTSDALE: Jami Nimeroff Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC as Subchapter V trustee for Etta Scottsdale, LLC. Mr. Nimeroff will be paid an hourly fee of $400 for his services as Subchapter V trustee while paralegals will be compensated at $185 per hour. Mr. Nimeroff declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jami Nimeroff, Esq. Brown McGarry Nimeroff, LLC 919 N. Market Street, Suite 420 Wilmington, DE 19801 Telephone: (302) 428-8142 Fax: (302) 351-2744 Email: jnimeroff@bmnlawyers.com About Etta Scottsdale Etta Scottsdale, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10063) on January 18, 2024, with $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Karen B. Owens oversees the case. Maria Aprile Sawczuk of Goldstein & Mcclintock, LLLP represents the Debtor as legal counsel. F & B NEGOTIATIONS: Unsecureds to Get Share of Net Proceeds ----------------------------------------------------------- F & B Negotiations, LLC, submitted an Amended Plan of Reorganization for Small Business under Chapter 11. This Plan proposes to pay the creditors of the Debtor from the sale of several of its properties and from future income of the Debtor. This Plan provides for eleven classes of secured claims; one class of priority unsecured claims; one class of unsecured nonpriority claims; and one class for the equity interests of the Debtor. Non-priority unsecured creditors holding allowed claims will receive distributions from the Debtor's net cash flow from operations over the life of the Plan. This Plan also provides for the payment of administrative and priority claims in full. Under the Plan, Class 3 Non-Priority Unsecured Claims will receive a pro-rata share of a fund created by the net proceeds of Debtor's Auction Sale of its properties and payment of its net cash flow from operations for 36 months, with the first monthly payment commencing on the Distribution Date. The total amount of the claims in this class is expected to be $607,000. The net proceeds from the Auction Sale will be determined by the results of the auction. The monthly net cash flow from operations during the 36 month payment period is projected to fluctuate between a range of $500 a month to $1,000 a month depending on the net cash flow of the Debtor and, therefore, the monthly payments will range from $500 a month to $1,000 a month. Class 3 is impaired. The Debtor has determined in its business judgment that a sale of several of its properties is in the best interests of all parties-in-interest. The Debtor shall sell those properties, retain some of its property, and operate its business, and the funds necessary for the satisfaction of creditors' claims shall be paid from the sales of the properties, cash on hand, and from the future income of the Debtor, or from the sale of any other of Debtor's assets as may be practical and necessary in order to make the payments required by the Plan. Counsel for the Debtor: Benjamin G. Martin, Esq. 3131 S. Tamiami Trail, Suite 101 Sarasota, FL 34239 Tel: (941) 951-6166 E-mail: skipmartin@verizon.net A copy of the Plan of Reorganization dated Jan. 10, 2024, is available at https://tinyurl.ph/bPveU from PacerMonitor.com. About F & B Negotiations F & B Negotiations, LLC, a company in Lakewood Ranch, Fla., filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-01532) on April 19, 2023, with as much as $1 million to $10 million in both assets and liabilities. David Fernandez, managing member, signed the petition. Judge Roberta A. Colton oversees the case. The Law Offices of Benjamin Martin serves as the Debtor's bankruptcy counsel. FALCON LOGISTICS: Hires Harlin Parker Attorneys as Counsel ---------------------------------------------------------- Falcon Logistics, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Harlin Parker Attorneys at Law as counsel. The firm will provide these services: a. give legal advice with respect to the Debtor's powers and duties as debtor in possession in the continued operation of the estate's business and management of its assets; b. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation which the Debtor is involved, if any, and objecting to claims filed against the Debtor's estate; c. prepare on behalf of the Debtor all necessary motions, answers, orders, reports, and other legal papers in connection with the administration of the Debtor's estate herein; and d. perform any and all other legal services for the Debtor in connection with the Chapter 11 case and the formulation implementation of the Debtor's Chapter 11 Plan. The firm will be paid at these rates: Robert C. Chaudoin $295 per hour Justin L. Duncan $295 per hour Teresa L. Story, Paralegal $150 per hour The Debtor paid the firm an advance retainer of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Chaudoin, Esq., a partner at Harlin Parker Attorneys at 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: Robert C. Chaudoin, Esq. HARLIN PARKER ATTORNEYS AT LAW 519 E. 10th Street PO Box 390 Bowling Green, KY 42102 Tel: (270) 842-5611 Email: chaudoin@harlinparker.com About Falcon Logistics, LLC Falcon Logistics, LLC is a company based in Bowling Green, Ky., which operates in the general freight trucking industry. The Debtor filed Chapter 11 petition (Bankr. W.D. Ky. Case No. 24-10002) on Jan. 3, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Justin Powers, owner, signed the petition. Robert C. Chaudoin, Esq., at Harlin Parker represents the Debtor as legal counsel. FLANNERY LLC: Hires Carl W. Hopkins, PA as Bankruptcy Counsel ------------------------------------------------------------- Flannery LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to employ Carl W. Hopkins, PA as bankruptcy counsel. The firm's services include: (a) advising the Debtor of his rights, powers and duties as Debtor-in-Possession, including those with respect to the continued operation and management of his business and property; (b) advising the Debtor concerning and assisting in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; (c) investigating into the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of said liens; (d) investigating into, advising the Debtor concerning and taking such actions as may be necessary to collect and, in accordance with applicable law, recover property for the benefit of the Debtor's estate; (e) preparing on behalf of the Debtor such applications, motions, pleadings, orders, notices, schedules and other documents as may be necessary and appropriate, and reviewing financial and other reports to be filed; (f) advising the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed and served; (g) counseling the Debtor in connection with the formulation, negotiation and promulgation of a plan or plans of reorganization and related documents; and (h) performing such other legal services for and on behalf of the Debtor as may be necessary or appropriate in the administration of the case. The firm will be paid at these rates: Attorney $300 per hour Paralegals $95 per hour The firm received from the Debtor $6,000 as retainer. Carl W. Hopkins, Esq., a partner at Carl W. Hopkins, PA, 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: Carl W. Hopkins, Esq. CARL W. HOPKINS, PA P. O. Box 7359 Van Buren, AR 72956 Phone: (479) 922-2175 Email: dbrady@hopkinslawoffices.com About Flannery LLC Flannery, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-10014) on January 3, 2024, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Richard D. Taylor oversees the case. Carl W. Hopkins, Esq., represents the Debtor as legal counsel. FLAWLESS SCREEN: Armistead Long Named Subchapter V Trustee ---------------------------------------------------------- The Acting U.S. Trustee for Region 5 appointed Armistead Long as Subchapter V trustee for Flawless Screen Printing, LLC. Mr. Long will be paid an hourly fee of $415 for his services as Subchapter V trustee and an hourly rate of $140 for his legal assistant. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Mr. Long declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Armistead M. Long 400 E. Kaliste Saloom Road Lafayette LA 70508 Email: along@gamb.com Phone: (337) 237-0132 About Flawless Screen Printing Flawless Screen Printing, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La. 24-50019) on Jan. 15, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge John W. Kolwe oversees the case. Thomas E. St. Germain, Esq., at Weinstein & St. Germain, LLC represents the Debtor as legal counsel. FLAWLESS SCREEN: Seeks to Hire Weinstein & St. Germain as Counsel ----------------------------------------------------------------- Flawless Screen Printing, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ the law firm of Weinstein & St. Germain, LLC to handle its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Attorneys $400 Paralegals $140 In addition, the firm will seek reimbursement for expenses incurred. Tom St. Germain, Esq., an attorney at Weinstein & St. Germain, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tom St. Germain, Esq. Weinstein & St. Germain, LLC 1103 W University Ave. Lafayette, LA 70506 Telephone: (337) 235-4001 About Flawless Screen Printing Flawless Screen Printing, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La. Case No. 24-50019) on Jan. 15, 2024. Edward Campbell, member, signed the petition. Judge John W. Kolwe oversees the case. Tom St. Germain, Esq., at Weinstein & St. Germain, LLC serves as the Debtor's counsel. FORGOTTEN BOARDWALK: Douglas Stanger Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Douglas Stanger, Esq., at Flaster, Greenberg, PC as Subchapter V trustee for Forgotten Boardwalk Brewing, LLC. Mr. Stanger will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Stanger declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Douglas S. Stanger, Esq. Flaster, Greenberg, PC 646 Ocean Heights Avenue Linwood, NJ 08221 Phone: (609) 645-1881 Email: Doug.stanger@flastergreenberg.com About Forgotten Boardwalk Brewing Forgotten Boardwalk Brewing, LLC is a wholesaler of beer, wine and distilled alcoholic beverage based in Cherry Hill, N.J. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-10327) on January 12, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Jamie Queli, chief executive officer, signed the petition. Douglas G. Leney, Esq., at Archer & Greiner, P.C. represents the Debtor as legal counsel. FREMONT TERRACE: Seeks to Hire Meyer Law Group as Counsel --------------------------------------------------------- Fremont Terrace Associates, Ltd. LP seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Meyer Law Group LLP as its general bankruptcy counsel. The Debtor requires legal counsel to: (a) assist with Chapter 11 plan formulation; (b) prepare schedules and statement of financial affairs; (c) review monthly operating reports; (d) respond to creditor inquiries; and (e) evaluate claims and all other services usually performed by a counsel. The hourly rates of the firm's counsel and staff are as follows: Brent D. Meyer, Partner, $425 Paralegals $125 Prior to the petition date, Meyer Law Group LLP received the sum of $10,000 from the Debtor as a retainer. Mr. Meyer disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brent D. Meyer, Esq. Meyer Law Group LLP 268 Bush Street #3639 San Francisco, CA 94104 Telephone: (415) 765-1588 Facsimile: (415) 762-5277 Email: brent@meyerllp.com About Fremont Terrace Associates Fremont Terrace Associates, Ltd. LP filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-30840) on Dec. 13, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Victor Catanzaro, general partner, signed the petition. Judge Dennis Montali oversees the case. Brent D. Meyer, Esq., at Meyer Law Group, LLP serves as the Debtor's bankruptcy counsel. FRINJ COFFEE: Mark Sharf Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 16 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for FRINJ Coffee, Incorporated. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and $195 per hour for his trustee administrator's services. In addition, the Subchapter V trustee will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About FRINJ Coffee FRINJ Coffee, Incorporated is a coffee production firm that offers coffee plant material, production consulting, post-harvest, and marketing services. The Company creates a transformative experience by connecting coffee drinkers to farmers, propelling the growth of a coffee industry in Southern California. FRINJ currently supports more than 65 farmers who are growing coffee in Santa Barbara, Ventura, and San Diego counties as well as many more property owners who are adding coffee to their crops. FRINJ Coffee filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10044) on Jan. 16, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John A. Ruskey III, chief executive officer, signed the petition. Judge Ronald A. Clifford III oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger represents the Debtor as bankruptcy counsel. FT MEDICAL: Seeks to Hire Tax & Accounting Solutions as Accountant ------------------------------------------------------------------ FT Medical Group LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Tax & Accounting Solutions Inc. as accountant. The firm will provide these services: a. advise, assist and represent the Debtor in connection with analysis of the assets, liabilities and financial condition of the Debtor and other matters relating to the compliance with the U.S. Trustee's guidelines, preparing tax documents and operating reports; b. provide support and assistance to the Debtor with regard to the proper receipt, disbursement and accounting for funds and property of the estate; and c. perform any and all other accounting services incident or necessary to the proper administration of the bankruptcy case and the representation of the Debtor in the performance of the Debtor's duties and exercise of the Debtor's rights and powers under the Bankruptcy Code and Bankruptcy Rules. The firm will be paid $795 to prepare each months bookkeeping and financial statements and the monthly operating reports. The firm will also be paid a retainer of $9,540. Regina D. Page, a partner at Tax & Accounting Solutions Inc., 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: Regina D. Page Tax & Accounting Solutions Inc. 3915 Cascade Road SW, Suite 200 Atlanta, GA 30331 Tel: (404) 472-0702 Fax: (404) 472-0736 Email: admin@tasicpa.com About FT Medical Group LLC FT Medical Group LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57910) on August 18, 2023. In the petition signed by Darryle Farr, COO, the Debtor disclosed $1,153,142 in total assets and $5,413,254 in total liabilities. Judge Lisa Ritchey Craig oversees the case. Ian Falcone, Esq., at The Falcone Law Firm, PC, represents the Debtor as legal counsel. FTX TRADING: Third Circuit Mandates Appointment of Examiner ----------------------------------------------------------- Douglas S. Mintz, Esq., Robert D. Brown, Esq. and Reuben E. Dizengoff, Esq., of Schulte Roth & Zabel LLP, on Jan. 22, 2024, disclosed that the Third Circuit reversed the Bankruptcy Court explicitly, holding that the Bankruptcy Code "mandates the appointment of an examiner to investigate FTX's management." The Court of Appeals rejected the Bankruptcy Court's ruling that the Bankruptcy Code, by permitting the Court to appoint an examiner "as is appropriate," gives the Court the flexibility to appoint no examiner in this case, holding that the Code mandates that the Court "shall" appoint an examiner provided the case at hand meets certain minimal conditions. We expect the Bankruptcy Court to appoint an examiner consistent with the United States Trustee's request for an examiner to review the Debtors' prepetition management. In re FTX Trading Ltd., et al. v. Andrew R. Vara, ECF No. 66 (3d Cir. Jan. 19, 2024) (Case No. 23-2297). Background FTX Trading Ltd. and its affiliates filed for bankruptcy in late 2022 after a precipitous crash in the value of various crypto assets and in the company. Shortly after the bankruptcy filing, the United States Trustee filed a motion seeking appointment of an examiner to investigate FTX's collapse and the role of pre-bankruptcy management in that collapse. The US Trustee sought appointment of an examiner under section 1104(c) of the Bankruptcy Code, which states: If the court does not order the appointment of a trustee under this section, then at any time before the confirmation of a plan, on request of a party in interest or the United States trustee . . . the court shall order the appointment of an examiner to conduct such an investigation of the debtor as is appropriate, including an investigation of any allegations of fraud, dishonesty, incompetence, misconduct, mismanagement, or irregularity in the management of the affairs of the debtor of or by current or former management of the debtor, if -- such appointment is in the interests of creditors, any equity security holders, and other interests of the estate; or the debtor's fixed, liquidated, unsecured debts, other than debts for goods, services, or taxes, or owing to an insider, exceed $5,000,000. (emphasis added) The US Trustee argued that the Bankruptcy Code mandates the appointment of an examiner here because FTX's debts exceed $5 million and the US Trustee made the motion, which under the plain terms of the statute state that the court shall appoint an examiner in these circumstances. The Debtors, the UCC and others opposed the motion. They argued that the phrase "as is appropriate" (italicized above for reader ease), allowed the Court "to deny the US Trustee's motion to appoint an examiner . . . ." Analysis The Court ruled decisively that "the plain text of section 1104(c)(2) requires a bankruptcy court to appoint an examiner if requested by the US Trustee or a party in interest" and the debtors' total debt exceeds $5 million. The Third Circuit stated that "Congress made plain its intent to mandate the appointment of an examiner by using the word 'shall', as in the Bankruptcy Court 'shall' appoint an examiner if the terms of the statute have been met . . . The meaning of the word 'shall' is not ambiguous. It is a word of 'command.'" The Court rejects the Bankruptcy Court's ruling that the use of the phrase "as is appropriate" to moderate the appointment of an examiner means "the Bankruptcy Court appoints an examiner only if it decides an investigation would suit the circumstances." (emphasis added). The Court notes that the US Trustee argued that the Bankruptcy Court's interpretation would apply only if Congress had given the court authority to appoint an examiner "if appropriate." By contrast the phrase "as is appropriate" therefore must refer to the "nature of the investigation, not the appointment of the examiner." The Court held that "this interpretation . . . is further bolstered by the context. Immediately after the phrase "as is appropriate", the statute provides the word "including" and a list of topics that merit investigation: "allegations of fraud, dishonesty, incompetence, misconduct, mismanagement or irregularity in the management of the affairs of the debtor of or by current or former management of the debtor." The Court of Appeals further held that "reading subsection (c)(2) as discretionary would require disregarding direct evidence of Congress's intent." The Court notes that the legislative history includes a statement that chapter 11 "ensures 'special protection for the large cases having great public interest'" in the form of a "provision guaranteeing an 'automatically appointed' examiner in large cases, a measure designed to 'preserve and enhance' debtors and creditors interests, 'as well as the public interest.'" While Congress mandates the appointment of an examiner, it grants the Bankruptcy Court judge discretion to determine the "scope, degree, duration and cost of the examiner's investigation." By setting these parameters the court can "ensure that the examiner is not duplicating other parties' efforts" or disrupting the bankruptcy process. On appeal the appellees, including the Debtors, argued that an investigation would duplicate the efforts of the Debtors' post-petition management and Creditors' Committee to review the Debtors' prepetition activities. The Court of Appeals rejected these arguments for several reasons. First, under the Bankruptcy Code, an examiner must be "disinterested." The Court held that the Bankruptcy Code "forbids a debtor in possession, the quintessential 'insider', from performing the duties of an examiner and investigating itself." The Court states that this requirement "of disinterest is particularly salient here, where issues of potential conflicts of interest arising from debtor's counsel serving as prepetition advisors to FTX have been raised repeatedly." Second, the Court held that an examiner must make its finding "public, an obligation neither a creditor committee nor a debtor in possession shares." The Court states that a public report "seems particularly appropriate here" and that the report would also "ensure that the Bankruptcy Court will have the opportunity to consider the greater public interest when approving the FTX Group's reorganization plan." The Court ultimately remanded the matter to the Bankruptcy Court "with instructions to order the appointment of an examiner." Takeaways The Third Circuit's ruling conforms with rulings from other circuits on this matter. See, e.g., Morgenstern v. Revco D.S., Inc. (In re Revco D.S., Inc.), 898 F.2d 498, 22 C.B.C.2d 841 (6th Cir. 1990) (when the statutory requirements of section 1104(b)(2) (now 1104(c)(2)) are present, the court has no discretion but to order the appointment of an examiner; the statute is clear on its face); Walton v. Cornerstone Ministries Invs., Inc., 398 B.R. 77, 78 (N.D. Ga. 2008). The Third Circuit expressly directs the bankruptcy Court to appoint an examiner. We expect the bankruptcy Court to do so soon. The Third Circuit particularly emphasizes the need for the Examiner to be independent. The Third Circuit is clear that the Bankruptcy Court maintains discretion over the scope of the examiner's role. However, the Court of appeals also focuses on the need for the public to understand what transpired in the run up to the bankruptcy through the public-facing examiner report. Moreover, the Court of Appeals urges the Bankruptcy Court to consider the public interest in confirming a plan in FTX. Therefore, we expect the bankruptcy Court to give the examiner authority to investigate the downfall of the company prior to the bankruptcy with some degree of breadth. The next FTX Bankruptcy Court hearing is slated for January 31. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GALLERIA PAIN: Tom Howley of Howley Law Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 7 appointed Tom Howley, Esq., at Howley Law, PLLC as Subchapter V trustee for Galleria Pain Physicians, PLLC. Mr. Howley will be paid an hourly fee of $550 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Howley declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tom Howley, Esq. Howley Law, PLLC 711 Louisiana Street, Suite 1850 Houston, TX 77002 Telephone: (713) 333-9120 Email: tom@howley-law.com About Galleria Pain Physicians Galleria Pain Physicians, PLLC is a provider of health care services in Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-30130) on Jan. 11, 2024, with up to $1 million in assets and up to $10 million in liabilities. Brent Callister, authorized representative, signed the petition. Matthew E. McClintock, Esq., at Goldstein & McCLintock, LLLP, represents the Debtor as legal counsel. GARCIA GRAIN: Unsecureds Owed $90K to Get 40% in 3rd Amended Plan ----------------------------------------------------------------- Garcia Grain Trading Corp. submitted a Third Amended Chapter 11 Plan. The Plan provides for the resolution and treatment of outstanding Claims and Equity Interests and payments to creditors. The Plan provides for the Debtor to cancel all pre-petition issued stock and to issue new stock on the Effective Date to be transferred to the Plan Trust created herein, and to eventually to dissolve its organizational structure following confirmation – with the result being all of its assets being transferred to the Plan Trust and certain assets transferred to a new entity ("New Co.") for the primary purpose of operating the New Co. transferred assets for the benefit of the three certain Plan-issued non-recourse note-holding creditors (collectively, the "Notes" or separately a "Note"). The Plan does not provide for the continued operations of the Debtor as an ongoing Texas corporation. Instead, the Plan contemplates certain operations by New Co. that are anticipated to generate after tax net profits that will be used by New Co. to make certain Note payments to the Plan Trust Agent (the "Plan Agent") to be distributed to the holders of unsecured claims and potentially Harco over 5-years from the Effective Date of the Plan. The Plan Agent and New Co. will also work to realize the highest obtainable price for the assets contributed to the Plan Trust on the Effective Date and to be sold in accordance with this Plan and when sold, the net proceeds to be distributed by the Plan Trust to those certain Creditors who are the Beneficiaries of the Plan Trust. Likewise, a process exists as contained herein as to the New Co. transferred assets in the event that the Unsecureds Note and the anticipated Harco Note are not paid in full during the 5 year non-recourse note terms. The parties are in the process of preparing certain transactional documents between the respective parties which will be filed as a Plan supplement and all such transactional documents will be attached to the Confirmation Order. It is anticipated that these transactional documents will facilitate the treatment set forth in this Plan. Below are the unsecured claims and will be treated as follows: Class 8 (the Unsecured Bean Claims) consists of the Unsecured Bean Claims of American Bean, LLC (POC #14 filed 3/10/2023) in the amount of $184,000; and the claim of Stony Ridge Food, Inc. (POC #31 filed 5/5/2023) in the net amount of $1,439,027.75 after deduction of $118,538.75 (for one PACA Claim paid) from the original POC #31 amount of $1,557,566.50. The Debtor's calculations based on the information provided in its Statement of Financial Affairs (SOFA), Exhibit 3 as well as Debtor's Vantage Bank statements, indicates that these two claimants have received a total of $917,189.27 of payments that constitute "preference claims" of the estate under 11 U.S.C. s 547, as shown in more detail below. Debtor's Vantage Bank check numbers were noted in parenthesis next to the dates those checks were deposited. Likewise, the creditors who did not file a POC in the Bankruptcy Case but had a claim listed in the Schedules. Those claims amount to an estimated total of $617,572.24. Together, all Unsecured Bean Claims have an estimated amount of $2,240,600.24. American Bean, LLC has filed an unsecured claim in the amount of $184,000 (POC #14). In return, the Estate has a preference claim against American Bean, LLC in the amount of $603,908.00. The preference claims will be settled or prosecuted by the Plan Agent. Stony Ridge Food, Inc. ("Stony Ridge") has an unsecured claim in the net amount of $1,439,027.75 after deduction of $118,538.75 (for one PACA Claim paid) from the original POC #31 amount of $1,557,566.50. The Estate has a preference claim against Stony Ridge in the amount of $733,281.27. The Debtor has agreed to seek recognition of Stony Ridge as a "critical vendor" and to settle the preference claims by offsetting approximately 30% of the amount of the claimed preferences against its claim and agreeing that the Estate will recognize Stony Ridge as having an Allowed Unsecured Claim in the agreed upon sum of $1,220,000 to be treated as a General Unsecured Claim. In exchange Stony Ridge will continue to supply the Debtor with black beans at a price and terms to be mutually agreed upon between Stony Ridge and the Debtor. The Allowed Unsecured Claims of the creditors classified as Unsecured Bean Claims shall be treated equally with the Claims of General Unsecured Claims in Class 10 as described hereinbelow and share pro rata with the holders of General Unsecured Claims from the distributions made by the Plan Agent to participants in the Unsecureds Note to be paid 45% of the net after tax profits of New Co. or from the sales proceeds of the New Co. Properties. Class 8 is impaired. Class 9 consists of the claims of Farmers ("Farmers") or other Grain Claimants ("Grain Claimants") who have sold grains to the Debtor. Farmers and Grain Claimants holding claims that may be entitled to distributions from the proceeds of the Surety Bonds may either choose to be paid solely by the Surety Bond receipts ("Opt-Out"), or to participate and receive their pro-rata share of the percentages paid to Unsecured Creditors on a pro-rata basis from the receipt of net proceeds from the sales of real estate or the after tax net profits from the operations of the Debtor ("Opt-In"). All Farmers and Grain Claimants deemed eligible to participate in the distribution of the surety bond proceeds will be paid from the pool of funds to be distributed by the Plan Trust. However, if these holders of grain claims choose distribution from the bond claims they will not have any preferences they received waived by the Debtor. For the Class 9 claimants who filed POCs in the Bankruptcy Case, their Claim Amounts are calculated as the POC Amounts minus the $7,475 priority amounts claimed under the Bankruptcy Code Section 507(a)(6) where applicable, which is the non-priority positions of their claims. The priority portions of the same claims, if any, are treated under Class 2 above. For those Class 9 claimants who have not filed POCs, their Claim Amounts are the estimated amounts scheduled as non-disputed and liquidated. The Debtor's calculations based on the information provided in its Statement of Financial Affairs (SOFA), Exhibit 3 as well as Vantage Bank statements, indicates that these Farmers who have filed a POC have received an estimated total of $3,896,715.69 of payments that constitute "preference claims" of the Estate under 11 U.S.C. s 547, as shown in more detail below (Vantage Bank check numbers were noted in parenthesis next to the dates those checks were deposited). The claims of the Farmers and Grain Claimants who have filed a POC (calculated as the POC amount minus the priority portions of their claims which are treated under Class 2) amount to an estimated total of $3,509,951.12; and the claims of Farmers and Grain Claimants who have not filed a POC amount to an estimated total of $188,515.29, and together, Class 9 is estimated to have a total amount of $3,698,466.41. The provisions of the Plan provide the Unsecured Farmers' and Grain Claims will be resolved according to each claimant's choice to Opt-in or Opt-out of the treatment of General Unsecured Claims under the Plan, i.e., either be paid solely by the bond receipts or to participate and receive their pro-rata share of the percentages paid to Unsecured Creditors on a pro-rata basis from the receipt of net proceeds from the sales of real estate or the after tax net profits from the operations of the Debtor in exchange for release of all preference claims and obligations arising under this Bankruptcy Proceeding. The division and distribution of profits of the New Co. shall be in accord with the provisions established for the split of profits in the Operation Agreement approved by the Bankruptcy Court and as provided in this Plan, whereby GrainChain, Harco National Insurance Company ("Harco"), and the Unsecured Creditors each receive their respective share of the profits from the operations of the Debtor in relation to the amount their claims constitute a percentage of the total amount of the General Unsecured Class. In this regard, the total amount of unsecured claims is estimated to total $20,126,212 while the claims of the Unsecured Creditors are estimated to total $9,770,328.65, Harco's allowed subrogation claim evidenced by its filed proof of claim tied to the payment of the surety bonds it granted to the Texas Department of Agriculture ("TDA") is estimated to total $2,402,704, and GrainChain's unsecured claim, after the release of its liens in accordance with this Plan and related transactional documents, in the amount of $7,841,054.99. Class 9 is impaired. Class 10 consists of the Administrative Convenience Class. These claimants will be given two options: either (1) to receive 40% of their claims on the effective date or (2) to participate in the Unsecureds $9.1 million Note. The total Administrative Convenience Claims is $90,101.12 and Total Adm. Convenience Class Preferences is $354,956.20. The Debtor offers to pay 40 cents on the dollar for each of the claimants making up the Administrative Convenience Claims disregarding any of its preference claims against any. This way, the amount paid for Administrative Convenience Claims will amount to $36,040.44 [which is calculated as $90,101.12 (x0.40)] In sum, the Administrative Convenience Claims will be resolved by payment of a total sum of $36,040.44 to the claimants making up this class in exchange of release of all claims and obligations arising under this Bankruptcy Proceeding or they participate in the Plan treatment for Unsecured Creditors. The total amount of General Unsecured Claims of $9.1 million does not take into account the total amount of $112,125.00 of "priority" portions of Farmers' claims, which are treated under Class 2. This amount is made up of the claims of the Farmers claiming $7,475.00 Priority under 11 U.S.C. s 507(a)(6). Those Farmers are as follows: Brian Jones Farms, Carl Hensz, Chad Szutz, Dreibelbis Farms, Eat Fresh Farms, Fike Farms, HAR-VEST, Johnny Guin, Karen Arnold, Lothringer Family Farms, Robert Walsdorf, Russell Plantation II, Skalitsky Farms, Wesley Valerius, and Zdansky, J.V. These priority claims are treated under Class 2, and priority grain claims will be paid in full on the Effective Date. Allowed general unsecured claims in an amount less than $10,000, including the Priority Claims of will be paid in full by the Plan Agent on the Effective Date of the Plan. Class 10 is impaired. Class 11 consists of General Unsecured Trade Claims. The total General Trade Claims is $3,741,160.88 and the total Class 11 Preferences $314,994.66. Class 11 is impaired. Class 12 is a category of Unsecured Claims that is separate from Classes 8, 9, 10 and 11. Class 12 consists of the Unsecured Claims of Harco National Insurance Company ("Harco") which has filed a Proof of Claim in the amount of $2,402,704.00 (POC #44 filed 6/20/2023) for the full amounts due on the TDA Surety Bonds, general indemnity agreement. Harco's obligation on these Bonds is limited to the face amount of the Bonds to pay for lost grain handled by or in storage from time to time related to the respective elevators. The Debtor's operations, however, caused grain stored in the various Bonded elevators to be transferred between Bonded elevators and co-mingled with grain in the other Bonded elevators. In most all instances, all grain delivered to the Alamo, Edcouch and Donna/Santa Rosa facilities was transported and comingled with grain at the Progreso facility where it was exported for sale to Mexico which generally is the best market for grain sales. The Debtor's Plan treats all claims related to the storage or sale of grain equally and places them in the general unsecured class where they receive treatment with other unsecured creditors and share in the distribution of the net proceeds from real estate sales and from the after tax net profits of New Co. over the five-year term of the Plan. Since TDA under the applicable Texas Statutes is responsible for the equitable distribution of the Surety Bonds, the Plan allows any Claimants against the Bonds to Opt out of treatment under the Plan and share with other Claimants in the distribution that would be afforded such claim outside of bankruptcy. A special reserve fund will be set up in the Plan Trust for such purpose. Additionally, the Plan provides for those creditors who would receive only a fraction of the amount of their claim from participating in the distribution of the Surety Bonds are afforded the opportunity to Opt-in and be treated as Allowed Unsecured Claims. The Plan seeks to provide these Claimants with the opportunity to receive up to 80% of their Allowed Unsecured Claims from a combination of distributions from the net proceeds from the sale of real property held by the Plan Trust and from the after tax net profits to be paid to the Plan Trust by New Co. The Debtor proposes to settle the issues related to the Surety Bonds with the TDA, Harco, and the various claimants and avoid the time and expense of litigation, by providing for the payment of the Surety Bonds issued by Harco and administered by TDA as follows: 1. Payment of Surety Bonds Into Plan Trust: Harco, TDA, and the Debtor agree that after an allotted time for full investigation, Harco will contribute to the Plan Trust an amount that it, determines represents the amount of liability it has for valid claims under the Bonds in an amount not to exceed the total penal sum of the Bonds—i.e., $2,397,850.00 (the "Harco Payment"), with such Harco Payment consisting of a minimum direct payment of $2,155,650, plus either a direct payment or a loan, the terms of which are more specifically described and set forth herein below, of an additional amount of $242,200, depending upon the results of its and TDA's investigation into the claims pertaining to grain stored in the Alamo facility for which GGTC had pledged the bond to secure the storage of grain there as of the commencement date of the Bankruptcy Case. To the extent the amount of the Harco Payment is less than the total penal sum of the $2,397,850.00, the Debtor may request that Harco make a second plan contribution in the form of post-confirmation financing (the "Harco Loan") up to the difference between the amount of liability and total penal sum of the Bonds. By way of example and not limitation, if the amount of the Harco Payment is $2,155,650, the Debtor could request post-confirmation financing up to $242,200. It is agreed and understood that nothing in the Plan or Disclosure Statement shall characterize the Bonds or Bond Proceeds as property of the Debtor's or Bankruptcy Estate. Any Plan contribution from Harco will be characterized as a voluntary settlement of a contingent, unliquidated, and disputed claim or as post-confirmation financing. 2. Claims Investigation: Per an agreement between the Debtor, Harco and TDA, Harco and TDA have been authorized to commence an investigation into all claims asserted against the Surety Bonds as well as any known potential claimants (the "Investigation"). The Investigation period shall extend for a period of not less than 60 days, but in any event shall not extend beyond May 1, 2024, unless mutually agreed to in writing between the Debtor, Harco and TDA. Debtor agrees that to the extent such documents exist and are available and subject to its possession and control, to allow Harco full access to all documents related to the Debtor's pre-petition business records associated with the bond claim and operations, any claim documents, communications, contracts and agreements between any claimant and the Debtor, grain warehouse receipts, delivery tickets, purchase orders, any pre- or post-petition audits, any pre- or post-petition accounting records, and any document that is within the Debtor's possession, custody, or control that is relevant and/or necessary to complete their Investigation. Harco and TDA shall be allowed to interview and, if necessary, examine, any person they deem is reasonably believed to have relevant information and/or may be necessary to complete their Investigation. Upon completion of the Investigation, Harco shall notify the Debtor and TDA of the amount of the Harco Payment. The Debtor and TDA will have 7 days from the date of notice to challenge the Harco Payment, including a written explanation of the factual and legal bases for any challenge. If, after 7 days from any challenge, the challenge remains unresolved, the parties agree to submit the dispute to non-binding mediation. If, after non-binding mediation, an agreement is still not reached with respect to any challenges, the parties may submit the dispute to the U.S. Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") for determination. Notwithstanding any of the foregoing, Harco shall pay any undisputed and unchallenged amounts to the Plan Trust within 7 days of determination of the Harco Payment. Harco reserves the right to litigate any challenge and/or Bond claim that it disputes in the Bankruptcy Court. The Parties contemplate full disclosure and cooperation with respect to the Investigation; however, to the extent there is a dispute related to cooperation in the Investigation, the parties may submit it to the Bankruptcy Court for prompt resolution. Nothing in this Agreement will limit any parties right to request additional time for the Investigation either by agreement or order of the Bankruptcy Court. 3. Contingency Fund For Unknown or Unasserted Claims: A contingency fund will be established and managed by the Plan Agent who shall be a fiduciary under the terms of the Plan Trust until the statute of limitations runs to address any bond claimants that may exist but did not participate in the Plan process ("Unknown Bond Claimants"). The contingency amount shall be no less than 10% of any Harco Payment contribution and will be deposited into an interest-bearing account with the interest to be used to pay such Unknown Bond Claimants and upon the expiration of the statute of limitations defined for purposes of this Agreement to be not later than February 17, 2025, shall be retained by the Plan Trust and used to pay dividends as specified and set forth under the terms of the Plan. This reserve fund shall, in addition to being available to pay those claims of the Unknown Bond Claimants shall also be used to pay those Unsecured Creditors classified in the Plan as Farmers or Grain Claimants who have Opted-out of participation in the Plan as Unsecured Creditors to be paid as soon as possible after their claims are determined following the expiration of the period allowed for filing such claims under law. 4. Notice to Bond Claimants and Potential Bond Claimants: The Debtor shall be responsible for providing written notice to all Bond Claimants and Potential Bond Claimants in a form approved by Harco and TDA who had, have, or may have claims against the Bonds. The Debtor shall also publish notice in a national and/or regional newspaper or other agreed medium in the form and manner approved by TDA and Harco. 5. Treatment of the Harco Payment: The Harco Payment will be treated as provided in the Plan, subject to any subsequent agreed amendments. 6. Treatment of the Harco Loan: The Harco Loan will be entitled to the following treatment: * Reasonable interest at a rate no higher than the prime rate published by the Wall Street Journal. * To be repaid as an obligation of the Plan Trust to be paid as a first priority out of the net proceeds realized from the sale of real property and from the after tax net profits. 7. Treatment of the Bonds: The Confirmation Order shall unequivocally provide that Bond Nos. TXHNSU0570548 (the "Donna-Santa Rosa Bond"), TXHNSU0570549 (the "Progreso Bond"), and TXHNSU0570551 (the "Edcouch Bond") (collectively, the "Bonds") are discharged and Harco is released fully and finally from any liability under the Bonds Harco shall also be released of any liability associated with TXHNSU0570550 (the "Alamo Bond") of any amounts it actually pays into the Plan Trust to satisfy any Farmer or Grain Claims arising from the Alamo facility. 8. Releases by Bond Claimants and Potential Bond Claimants: Subject to the provisions relating to the release associated with the Alamo Bond as set forth above, upon entry of the Confirmation Order and except as explicitly set forth in the Plan, Harco and TDA shall be released from any and all liability in connection with the Bonds and all claimants and potential claimants against the Bonds shall be enjoined from taking any action against the Bonds, TDA, or Harco in connection with the Bonds. All persons and/or entities that have held, hold, or may hold Claims, Interests, or Causes of Action against the Bonds, TDA, and/or Harco in connection with the Bonds, are permanently enjoined, from and after entry of the Confirmation Order, from taking any if the following actions against, as applicable, the Debtor, the Bonds, TDA, or Harco in connection with the Bonds, as applicable, with respect to such Claims, Interests, and Causes of Action: (A) commencing, conducting, or continuing in any manner, directly or indirectly, any suit, action, or other proceeding of any kind (including any proceeding in a judicial, arbitral, administrative, or other forum) on account of or in connection with or with respect to any such Claims, Interests, or Causes of Action; (B) enforcing, levying, attaching (including any prejudgment attachment), collecting, or otherwise recovering in any manner or by any means, whether directly, or indirectly, any judgment, award, decree, or order on account of or in connection with or with respect to any such Claims, Interests, or Causes of Action; and (C) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any claim or encumbrance of any kind on account of or in connection with any such Claims, Interest, or Causes of Action. To the fullest extent permitted by applicable law, from and after the Petition Date through the Plan Effective Date, no Bond Claimant or Potential Bond Claimant will have or incur, and Harco and TDA will be released and exculpated from, any Cause of Action based on, relating to, or in any manner arising from, in whole or in part the Bonds or any other agreement, act or omission, transaction, event, or other occurrence related to the Bond and taking place on or before the Plan Effective Date. Governing Law: This Agreement shall be governed by Texas law. Venue shall lie exclusively in the U.S. Bankruptcy Court for the Southern District of Texas. GrainChain, Harco and General Unsecured Claims (subject to the 3-year subordination of Harco Claims Dividends) each will receive (from after tax net profits and Plan Trust real property sales) under the Plan Distributions according to the following percentages mutually agreed between all Parties described herein: GrainChain 45% of the net proceeds from sale proceeds of encumbered real estate and after tax net profits; Unsecured Claims 45% of the net proceeds from the sale of encumbered real estate and 55% of the after tax net profits for 3 years and 45% beginning on the 4th year; Harco ten percent (10%) of net proceeds of all sold Plan Trust real estate, and 10% of the proceeds of the sale of encumbered real estate, staring in the 4th and continuing through the 5th year and final New Co. disposition of Harco's interest in New Co.'s encumbered assets. As to Plan Trust Asset and Properties (excluding the New Co. encumbered assets), if as and when sold at any time after the Effective Date, Harco shall receive its 10% pro-rata portion through and including any property sales after the end of the fifth year as provided in the Plan. The Plan provides for an alternative treatment of the Harco Claim if it chooses to reject the proposed settlement terms set forth above. Harco has filed its proof of claim and is entitled to vote to accept or reject this Plan, and otherwise may object to this Plan treatment. In the event that Harco votes to reject the Plan, the Debtor invokes 11 U.S.C. s 1129 to confirm the Plan over the objection of any dissenting votes. The Debtor anticipates that it will file an Adversary Proceeding to deal with the objection to the Harco Claim and the effort of Harco to complicate the ability of the Debtor to confirm its Plan by the suit Harco filed against Octavio Garcia and others. The Plan, as made known to Harco, relies on significant property and cash contributions of Octavio Garcia without which the Plan may not be confirmable. Likewise, Octavio Garcia intends to use the Gaba facility to produce the bean and seed sales and profits post-confirmation in order to obtain the Octavio Garica and family release upon payment in full of the Unsecured Creditor Class. Harco's suit ignores that fact that Harco is subordinated as a matter of law to payment from any assets of the Estate, which includes the assets of Octavio Garcia and certain affiliates to fund this Plan. Thus, Harco seeks to reverse the law of subordination, preventing estate assets to pay the Harco claim before it may look to those assets, by attacking the owner of assets that the estate claims it has equitable ownership or equitable rights. Accordingly, the Debtor may initiate an Adversary Proceeding. However, in the event Harco objects to the Plan treatment and the Debtor does not file an Adversary Proceeding, the following Plan Terms Apply: a. Harco must file a written objection to the Plan timely in accordance with the objection deadlines set by Bankruptcy Court Order; b. Upon the filing of a Harco Objection, the Debtor shall be deemed to a have, without further pleading, filed a Motion to invoke the Adversary Rules of Procedure to the Objection, to all responses or intervention pleadings, to the discovery provided below, and to the testimony and evidence her or admitted, as well as any ruling and any appeal from any such ruling. c. Filing of the Objection must also include any response of Harco or reply to the Plan provisions that invoke the Adversary rules to any such Harco Objection; and d. Debtor and Creditors or Parties in Interest desiring to reply must timely file responses to the Harco Objection in accordance with the objection deadlines set by Bankruptcy Court Order; e. The Debtor and Harco shall be entitled to limited discovery prior to the confirmation hearing consisting of one deposition each of a corporate representative including a reasonable request for production of documents; and f. At the Confirmation hearing, as scheduled by the Bankruptcy Court, the Bankruptcy Court shall hear evidence and arguments of counsel and determine the Harco Objection. The entry of an order from either process should prevent Harco from impeding the Debtor's use of its Insider-owned assets all related to the business or operations of the Debtor, or acquired with funds or as an opportunity of the Debtor, when in fact the law prohibits and subordinates Harco from such rights. Class 12 is impaired. Certain real, personal, and intangible property shall be conveyed on the Effective Date to the Plan Trust and New Co., as well as certain payments to certain creditors as set forth herein. On or before the Effective Date, the Edcouch Facility, Progreso Facility, and Baryta shall be transferred by each property's record owner via special warranty deed together with all rights, title, and interests in and to each property to New Co., and by bill of sale(s) all related personal property located at or generally used at each location. Such real property title and interest shall be capable of being insured by one or more title policies and insurance at the election, expense, and in favor of New Co. and/or GrainChain. Additionally, all such conveyances of real and personal property to New Co. shall be free and clear of any and all liens, claims, interests, and encumbrances in a manner satisfactory to New Co. and GrainChain, save and except for (i). the liens securing the three non-recourse Notes (Unsecureds, Harco, and GrainChain) all in equal priority and without non-judicial foreclosure rights, and (ii). GrainChain's continuing rights of first refusal. GrainChain will voluntarily release its asserted liens on the New Co. Properties, and the non-recourse Notes will be secured by deeds of trust executed by the respective property owners, in favor of the respective Note holders consistent with the non-recourse Note terms and deeds of trust, which deeds of trust shall be filed in the real property records together with the Intercreditor Agreement. GrainChain will release asserted liens on New Co. Properties and Plan Trust Properties only when those properties are conveyed by the record owners to New Co. or the Plan Trust in a manner acceptable to GrainChain and the Plan Agent. The real and personal property to be conveyed to New Co. shall be operated, protected, insured, and improved in New Co.'s business judgment and will be operated for the purpose of generating anticipated after-tax net profits that are to be used by New Co. to pay down the three non-recourse Notes until either (i). the expiration of the five-year term and liquidation thereafter, or (ii). the Unsecureds Notes and the Harco Note are paid in full, whichever is earlier. At the conclusion of the five-year note term, in the event that the Unsecureds Note and the Harco Note have not been paid in full, the New Co. Properties will be sold, subject to GrainChain's continuing rights of first refusal, which it may exercise at its sole discretion from time to time. New Co. may continue to operate, protect and insure the New Co. Properties after the expiration of the five-year term at its and GrainChain's sole discretion, for a reasonable period of time consistent with the Plan purpose. If operations continue beyond the five-year term by New Co. and until a sale of the New Co. Properties, after tax net profits shall continue to be shared (up to the payment of the full amount of the Unsecureds Note and the Harco Note. In no event will more than the actual Note amounts be paid on the Unsecureds Note and the Harco Note. If GrainChain acquires the New Co. Properties by one or more sales, in no event shall the post-sale profits earned from post-sale operations be shared with the Plan Trust for the benefit of the Unsecureds Note or the Harco Note. A Plan Trust will be established to carry out the implementation of the Plan and administration of Claims as provided herein. The Plan Contribution shall be transferred to the Plan Trust on the Effective Date. The Plan Agent shall serve as the trustee of the Plan Trust as set forth in the Plan Trust Agreement. The beneficiaries of the Plan Trust shall be the Unsecured Creditors, Harco and GrainChain (but not as to the GrainChain Note payments made by New Co.). The Plan Agent shall execute the Unsecureds Note and Harco Note with New Co. as the agent for the benefit of the Unsecureds and Harco, respectively. The Plan Agent is authorized to engage counsel and other professionals as is reasonably necessary to administer the Plan Trust without further Bankruptcy Court order or approval. The Plan Agent will charge an hourly fee as provided in the Plan for the work involved in administering the Plan Trust. The Plan Agent's fees and expenses related to the administration of the Plan Trust, including the fees and expenses of all professionals engaged by the Plan Agent shall be paid from the assets of the Trust, along with any unpaid administrative expenses of the Debtor approved by the Court shall be paid prior to disbursement to the Plan beneficiaries. Attorneys for the Debtor, Garcia Grain Trading Corporation: David R. Langston, Esq. MULLIN HOARD & BROWN, L.L.P. P.O. Box 2585 Lubbock, TXs 79408-2585 Tel: (806)765-7491 Fax: (806) 765-0553 A copy of the Chapter 11 Plan dated Jan. 10, 2024, is available at https://tinyurl.ph/xkIze from PacerMonitor.com. About Garcia Grain Trading Corp. Based in Donna, Texas, Garcia Grain Trading Corp.'s line of business includes buying and marketing grain, dry beans, soybeans, and inedible beans. Garcia Grain Trading sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70028) on Feb. 17, 2023, with $10 million to $50 million in both assets and liabilities. Octavio Garcia, chief executive officer and president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. David R. Langston, Esq., at Mullin Hoard & Brown, LLP, is the Debtor's legal counsel. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Jordan & Ortiz, P.C. serves as the committee's legal counsel. GUR MEAT INC: BPPR Says Plan Patently Unconfirmable --------------------------------------------------- Secured creditor Banco Popular de Puerto Rico filed an objection to the approval of Gur-Meat, Inc.'s Disclosure Statement for the following reasons: * The Disclosure Statement, as filed, cannot be approved by this Court given that it fails to provide "adequate information" as such term is defined in Section 1125 of the Bankruptcy Code, and the Plan that it describes is patently unconfirmable on its face. * It is no secret that the captioned case has portrayed, since its inception, a precarious financial situation in which the Debtor was only a few steps away from being forced to liquidate. Cognizant of those circumstances, BPPR initially supported Debtor's alleged reorganization attempts, affording it an opportunity to improve its financial condition by consenting to the use of its cash and cash collateral without Debtor making any payment whatsoever to BPPR for over six (6) months. Despite these accommodations, Debtor has failed in its reorganization and in its alleged attempts to restore profitability to its business. * Now that the Debtor has filed operating reports through October 2023, the result of the Debtor's actual operations reveal that the Debtor has and continues to operate at a substantial loss and diminution, and that it does not generate any – let alone sufficient – revenues to fund a plan and payment to creditors. These losses are exacerbated by the fact that the Debtor has not made any post-petition payments to BPPR, has accrued post-petition liabilities exceeding $47,000, and has operated during those months by breaching the Court-approved stipulations with BPPR for the consensual use of BPPR's cash and cash collateral. * As a result, BPPR was forced to file today a motion to inform the Debtor's default of the terms of the Court-approved stipulation for the use of cash collateral. BPPR has also filed today a motion to dismiss this case, considering the Debtor's losses, inability to fund a plan, and the patently unconfirmable plan that it has presented. * The Disclosure Statement should not be approved as it fails to provide adequate information on the Debtor's assets, their value, the methodology used to conduct such valuation, the means for implementing the plan, and as to BPPR's claims. As an example, through the Court-approved cash collateral stipulation, the Debtor granted, and the Court approved, that BPPR has a replacement lien over all assets acquired by the Debtor after the petition date, and a super priority claim for any diminution in the value of BPPR's collateral. The Disclosure Statement fails to even disclose the assets acquired – or their value – by the Debtor after the Petition Date and fails to even account or describe BPPR's super priority claim based on the diminution in its collateral using the Debtor's own valuations. * Similarly, the Disclosure Statement describes a plan that is patently unconfirmable, as it cannot be confirmed through cram down, is not fair and equitable, breaches multiple provisions of the Bankruptcy Code and violates the absolute priority rule. Further, and as a threshold matter, the Disclosure Statement describes a plan that is simply not feasible. The Debtor has operated at a substantial or continuing loss during its bankruptcy case, yet the Disclosure Statement describes a plan that will miraculously eliminate those losses and duplicate the Debtor's revenues. These speculative and simply unfounded projections bear no basis in Debtor's actual, historical performance which clearly show that the Debtor is unable to fund a plan and to rehabilitate. Attorneys for Banco Popular de Puerto Rico Luis C. Marini-Biaggi, Esq. Carolina Velaz-Rivero, Esq. Ignacio J. Labarca-Morales, Esq. M | P | M MARINI PIETRANTONI MUÑIZ 250 Ponce De Leon Ave., Suite 900 San Juan, PR 00918 Tel: (787) 705-2171 E-mail: lmarini@mpmlawpr.com cvelaz@mpmlawpr.com ilabarca@mpmlawpr.com About Gur Meat Inc. Gur Meat, Inc., is a domestic corporation registered on May 2009 and is engaged in the business of sale of pre-packaged food products for several types of clients including fast food restaurants. Its business operation is located at Carr. 682 Km 4.8, Garrochales, Arecibo, PR. Gur Meat Inc. sought Chapter 11 protection (Bankr. D.P.R. Case No. 23-01914) on June 23, 2023. The Debtor had to seek emergency relief in bankruptcy for the combination of factors: issues with prior accountants, the region's earthquakes which affected the clients' facilities, the COVID-19 pandemic, shortage of personal, and aggressive collection actions by creditors. There combinations of factors triggered a negative ripple effect of Debtor's finances that led to the filing of the bankruptcy case. Vilariño & Associates LLC is the Debtor's legal counsel. HELLO LIVINGSTON: Court Confirms Chapter 11 Plan ------------------------------------------------ Jude Sean H. Lane has entered an order confirming the Plan of Hello Livingston Extended LLC. Objections to confirmation of the Plan, if any, unless previously withdrawn, are overruled, for the reasons stated at the Confirmation Hearing. To the extent of any inconsistency between the provisions of the Plan and this Order, the terms and conditions contained in this Order will govern. As of the Confirmation Date, Davidoff Hutcher & Citron LLP is approved to act as the Disbursing Agent under the Plan. The Disbursing Agent will not be required to obtain a bond from a recognized surety company for any funds held following the Confirmation Date. Any Pre-Petition or Post-Petition claims for which no proof of claim has been filed, resulting from violations against the Property by the City of New York or any other municipality that have arisen prior to the Effective Date will attach to Sale proceeds, if any, and will be paid and/or resolved by the Disbursing Agent, with all rights to otherwise object to any such claims preserved. The Disbursing Agent will retain sufficient funds from Available Cash, as the case may be, to pay holders of all filed Claims as if the filed Claims were Allowed Claims until all Claim objections are determined by the Court and/or resolved as per the Plan. In addition, the Disbursing Agent will retain sufficient funds from Available Cash, as the case may be, to pay all Administrative Claims, including, but not limited to, post-petition tax Claims (through the date of the closing of the Sale of the Property), any open accounts payable, professional fees, and Statutory Fees. The Debtor will reimburse Acres for the post-petition protective advances made by Acres, including for insurance covering the Property. The remainder of the Available Cash may be distributed as otherwise provided in the Plan. Any payments made within two business days of the Effective Date are and will be deemed to have been made on the Effective Date under the Plan. Administrative Claims, and Classes of Claims classified in Classes 2 and 5 are unimpaired under the Plan. Thus, the Plan satisfies this requirement. About Hello Livingston Extended Hello Livingston Extended, LLC, is the fee owner of a property located at 291 Livingston St., Brooklyn, N.Y., valued at $29.5 million. Hello Livingston Extended filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22422) on June 2, 2023. In the petition filed by its chief restructuring officer, David Goldwasser, the Debtor disclosed $29,500,000 in total assets and $37,034,732 in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Robert L. Rattet, Esq., and Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP, as bankruptcy attorneys. HORNBLOWER SUB: Moody's Cuts CFR to Caa3, Outlook Stable -------------------------------------------------------- Moody's Investors Service downgraded the ratings of Hornblower Sub, LLC including its corporate family rating to Caa3 from Caa1, probability of defaut rating to Caa3-PD from Caa1-PD and senior secured first lien term loan B and backed senior secured first lien revolving credit facility ratings to Ca from Caa2. The outlook remains stable. The downgrade reflects Hornblower's weak liquidity and unsustainable capital structure. It also reflects the heightened potential for a transaction that Moody's could deem a distressed exchange. Moody's forecasts that without additional equity contributed by its owners or new loans, the company will not have sufficient cash flow to fund capex, interest expense and repay about $75 million of debt that comes due in 2024. Additionally, about $1.1 billion of debt becomes current in 2024. Hornblower's operations post-pandemic have been slow to recover due to a weak rebound in occupancy in its American Queen Voyages, ridership levels for its Statue of Liberty/Ellis Island and Alcatraz ferry operations and its US city experiences segment that has been impacted by the slow-to-recover corporate business spend. Credit metrics will remain weak and at levels typical of the Caa rating category. Moody's projects adjusted debt/EBITDA will be higher than 10.0x at the end of 2024 with EBITA/interest expense below 1x. Governance risk is a key driver of this rating action. For example, if Hornblower were to repurchase some of its term loan debt at a deep discount to par, Moody's would likely consider this to be a distressed exchange and therefore a default. RATINGS RATIONALE Hornblower's ratings reflect its weak liquidity and credit metrics along with Moody's view that the company's capital structure is untenable. The company's total debt has increased more than 65% since 2019 and will grow further given the need to bolster its liquidity during the seasonally slow winter months. The company's credit metrics will remain weak – debt/EBITDA is expected to exceed 10x at the end of 2024 with EBITA/interest expense of below 1x. The ratings are supported by the benefits derived from the exclusive nature of multiyear contracts to operate ferry transportation services at two National Park Service locations (Alcatraz and Statue of Liberty/Ellis Island contracts expire in 2034), the Canadian side of the Niagara Falls for the Niagara Parks Commission (through 2043) and the recently extended contract for the NYC Ferry system (through 2028). The stable outlook reflects Moody's expectation that financial leverage will remain high and that refinancing risks will remain present increasing the probability of default. Hornblower's weak liquidity reflects Moody's forecast that the company's cash is insufficient to cover its cash needs over the seasonally slower winter months without additional borrowing and the lack of a committed revolver. Moody's estimates cash of about $20 million at the end of 2023 which is not sufficient to cover approximately $54 million of maturities in April 2024 and another $26 million due in November 2024. The company is subject to a minimum liquidity covenant of $10 million, a level that Moody's forecasts will not be maintained without additional borrowings or contributed equity. Alternate sources of liquidity are minimal as most for the company's assets are encumbered. ESG CONSIDERATIONS Hornblower's CIS-5 (previously CIS-4) indicates that the rating for the company is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. The company's G-5 (previously G-4) reflects the heightened chance of a distressed exchange, composition of its board of directors and its private equity ownership. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The company's ratings could be downgraded if the expected pace of recovery slows or the company pursues a debt restructuring or Chapter 11 filing. An upgrade could arise if the company successfully refinances its term loan, such that its liquidity improves and probability of default decreases. Headquartered in San Francisco, California, Hornblower Sub, LLC is a concessioner of ferry transportation services to the National Park Service for Alcatraz Island and the Statue of Liberty/Ellis Island and the Niagara Parks Commission for the Canadian side of Niagara Falls and is the exclusive operator of the NYC Ferry system. The company also provides cruises & events service in the US, Canada and the UK, operates overnight cruises on the Mississippi River, the Pacific Northwest and the Great Lakes, as well as provides maritime operations and management services to public and private clients. Gross revenue was about $860 million for the twelve months ending September 30, 2023. Hornblower is majority owned by Crestview Partners along with management and does not file public financial statements. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. HUSKY INJECTION: S&P Rates New Secured Term Loan And Notes 'B-' --------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '4' recovery rating to Husky Injection Molding Systems Ltd.'s (Husky) proposed $1.3 billion first-lien senior secured term loan due 2029 and $1.3 billion senior secured notes due 2029. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. The company plans to use proceeds from this offering, along with $520 million of payment-in-kind (PIK) preferred equity, to refinance its existing capital structure. S&P's estimated recovery for the secured lenders is lower under the proposed capital structure, due to the increased proportion of secured debt claims, because the existing outstanding unsecured notes will be mostly replaced with secured notes as part of the transaction. Upon the completion of the proposed refinancing, S&P will likely affirm its existing 'B-' issuer credit rating (ICR) on Husky. S&P said, "Furthermore, we expect the company's recent operating performance--along with these proposed changes to its capital structure--will support its ratings stability. This reflects our view that Husky's proposed capital structure will materially reduce its refinancing risk and modestly improve its S&P Global Ratings-adjusted credit metrics. In our view, the proposed refinancing will push out the company's nearest maturity to 2029, modestly reduce its cash interest payments and scheduled annual debt amortization, and shrink its exposure to short-term interest rates. We expect to treat the $520 million of proposed PIK preferred equity as 100% debt when calculating our adjusted credit measures. However, we also consider that the dividend payments will be PIK over the next few years and thus will have a neutral impact on our forecast free operating cash flow (FOCF) generation and S&P Global Ratings-adjusted funds from operations (FFO) cash interest coverage. "Pro forma for the proposed refinancing, we expect Husky will generate S&P Global Ratings-adjusted debt to EBITDA in the 8.0x-9.0x range and S&P Global Ratings-adjusted FFO cash interest coverage in the mid-1x area over the next couple of years, with positive and improving FOCF generation. We also assume the company's EBITDA margins will modestly improve as it expands its higher-margin aftermarket business and reduces its business transformation costs, leading to increased operating cash flows and EBITDA over the next couple of years. That said, we could downgrade Husky if it fails to complete the proposed refinancing." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Husky's proposed capital structure primarily comprises a $280 million super-priority revolving credit facility due 2028 (not rated), a $1.3 billion secured term loan due 2029, $1.3 billion of senior secured notes 2029, and $520 million of deeply subordinated PIK preferred equity (not rated). -- S&P's '4' recovery rating on the proposed $1.3 billion term loan facility and $1.3 billion secured notes indicates its expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a default. -- S&P said, "Our simulated default scenario contemplates a default in 2026 stemming from a significant decline in EBITDA. This could occur due to challenging market conditions brought about by a shift in consumer behavior, a severe and prolonged global recession, or margin erosion stemming from an unexpected increase in costs. We believe these factors could pressure Husky's ability to meet its financial obligations, prompting the need for a bankruptcy filing or restructuring." -- S&P's recovery analysis assumes a reorganization value for the company of about $1.46 billion, which reflects emergence EBITDA of $266 million and a 5.5x multiple. -- S&P assumes that, in a hypothetical bankruptcy scenario, Husky's $280 million super-priority revolving credit facility is 85% drawn and that these claims will be fully satisfied before any value cascades to other lenders. Simulated default assumptions -- Simulated year of default: 2026 -- Multiple: 5.5x -- EBITDA at emergence: $266 million -- Gross recovery value: $1.46 billion -- Net recovery value for waterfall after administrative expenses (5%): $1.39 billion -- Obligor/nonobligor valuation split: 100%/0% Simplified waterfall -- Total value available to priority claims: $1.39 billion -- Priority claims: $247 million -- Total value available to secured debt claims: $1.14 billion -- Secured debt claims: $2.69 billion --Recovery expectations: 30%-50% (rounded estimate: 40%) Note: All debt amounts include six months of prepetition interest HUSKY TECHNOLOGIES: Moody's Assigns 'B3' CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned ratings to Husky Technologies Limited ("Husky"), consisting of a B3 corporate family rating and B3-PD probability of default rating. Moody's also assigned a Ba3 rating on Husky Injection Molding Systems Ltd's ("Husky IMS") proposed super priority revolving credit facility, a B3 rating on Husky IMS's proposed $1.3 billion senior secured term loan B and proposed $1.3 billion senior secured notes. The existing Ba3 senior secured revolver rating, the senior secured first lien TLB B2 rating, and Caa2 ratings on the senior unsecured notes and Pay-In-Kind notes, have been reviewed in the rating committee and remain unchanged. The outlook assigned for Husky is stable and Husky IMS's outlook is maintained at stable, while the outlook for Husky III Holding Limited was also maintained at stable after being reviewed in rating committee. In the same rating action, Moody's has withdrawn the CFR and PDR at Husky III Holding Limited. Moody's will withdraw the ratings on the existing debt instruments once fully redeemed. The existing debt instruments rating remain unchanged and are comprised of a $215 million outstanding super priority revolver rated Ba3, a $2 billion outstanding secured term loan B rated B2, a $630 million outstanding senior unsecured note rated Caa2; all issued by Husky IMS and a $412 million outstanding senior unsecured PIK note rated Caa2 issued by Husky III Holding Limited. The assigned ratings are subject to review of final documentation and no material change to the terms and conditions of the transaction as advised to Moody's. The B3 CFR reflects Husky's strong global market presence and large installed asset base that will support recurring aftermarket revenue over the long term. It further reflects Moody's expectation that debt/EBITDA is projected to fall below 7x over the next 12 months given the lower proposed debt and EBITDA margin improvement from cost efficiencies. RATINGS RATIONALE Husky's B3 rating is constrained by: (1) high pro forma financial leverage (Moody's adjusted debt/EBITDA) of around 7.5x (6.5x excluding business transformation costs) for FY2023 and Moody's expectation of deleveraging toward 6x in FY2025; (2) narrowly-focused business with cyclical demand for its plastic injection molding equipment tied to consumer packaging companies investment trends, and (3) increasing regulatory measures to reduce environmental pollution caused by plastics with market trends toward higher utilization of recycled plastics. Husky's rating benefits from: (1) a strong global market position and proprietary technology in the injection molding pre-form market which gives it primary supplier status to many of the world's largest beverage brands; (2) large installed base of over 6,000 PET injection molding systems globally that support good recurring revenue from parts and aftermarket services, contributing around 70% of total revenue as of LTM Q3 2023; (3) good geographic diversity with growing emerging market coverage; and (4) strong Moody's adjusted EBITA margins of around 18% (21% excluding business transformation costs) driven by sizable parts and aftermarket business. The stable outlook reflects Moody's expectation that Husky's strong order book will translate into higher sales and costs saving initiatives will lead to higher EBITDA margins such that Moody's adjusted debt/EBITDA will trend below 7x over the next 12 months. Husky has good liquidity with total sources of approximately $340 million compared to $13 million of mandatory term loan repayments in 2024. Husky's liquidity is supported by proforma unrestricted cash of $33 million, $280 million of availability under a revolving credit facility (RCF) that expires 2028 and Moody's assumption of $25 million of free cash flow for FY2024. The revolver has no applicable financial covenant unless drawings exceed a certain threshold, at which point a first lien leverage covenant comes into effect. Moody's does not expect the covenant to be applicable in 2024. Even if the covenant becomes applicable, the headroom should exceed 40%. Husky has limited ability to generate liquidity from asset sales. Husky's proposed capital structure has two classes of debt: (1) $280 million super priority revolver expiring 2028 (rated Ba3); and (2) $1.3 billion secured term loan B due 2029 (rated B3) and $1.3 billion senior secured notes due 2029 (rated B3). The revolver, secured term loan and senior secured notes are issued by Husky Injection Molding Systems and benefit from the same 1st lien asset security structure. The revolver's super priority position causes it to be rated three notches above the B3 corporate family rating (CFR). The term loan and notes, which is ranked below the revolver, is rated inline with the CFR and rank pari passu with each other. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of $443 million and 100% of Consolidated EBITDA, plus unlimited amounts subject to 6.0x First Lien Net Leverage Ratio. There is an inside maturity sublimit up to $200 million. There are no "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries. There are no protective provisions restricting an up-tiering transaction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Husky demonstrates material growth in revenue, EBITDA and orders over time; adjusted Debt/EBITDA is below 6x; EBITA/Interest is above 1.5x; and free cash flow is positive on a sustained basis. The ratings could be downgraded if adjusted Debt/EBITDA remains above 8x on a sustained basis or EBITA/Interest falls below 1x or sustained negative free cash flow leading to a deterioration in liquidity. The principal methodology used in these ratings was Manufacturing published in September 2021. Husky Technologies is headquartered in Bolton, Ontario and is the indirect parent of Husky Injection Molding Systems Ltd., a global manufacturer of plastic injection molding equipment and related components and services for consumer and medical products. Husky is wholly owned by Platinum Equity. IAFFORD NY: Unsecureds to Get 3 Cents on Dollar over 3 Years ------------------------------------------------------------ iAfford NY, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a Plan of Reorganization for Small Business dated January 18, 2024. The Debtor is a New York Limited Liability Company. Debtor is a small startup company formed in recent years for affordable housing marketing, a business which it continues to operate. Prior to filing the bankruptcy proceeding on October 20, 2023, the Debtor was named a defendant in the action styled THE FORTUNE SOCIETY, INC. v. IAFFORD NY, LLC, Case No. 22-cv06584 United States District Court Eastern District of New York (the "Action"), in which plaintiff, The Fortune Society, Inc. alleged housing discrimination. The Action was closed on August 16, 2023 after Fortune and its counsel accepted a Rule 68 Offer of Judgment (the "Rule 68 Offer"), which offered to allow Fortune to enter judgment (the "Judgment") against Debtor for: declaratory and injunctive relief, and for $500,000.00 for damages and costs, inclusive of attorneys' fees, through the date the Rule 68 Offer was made Debtor was placed in an impossible position; it understood that liability could be imposed under the Fair Housing Act for mistaken employee statements, regardless of Debtor's intent or actual business practices, and that liability was comprised, almost entirely, of Fortune's legal fees, which would continue to grow. That is in addition to the substantial unpaid legal fees, in the amount of $432,629.35, alleged and sought against Debtor by its prior counsel in the Action. As such, for the sole purpose of avoiding the expense of added litigation and trial, Debtor exercised its statutory right and made the Rule 68 offer, which if accepted, would fully resolve all allegations in the Action. The Debtor filed this chapter 11 proceeding with the hope of reorganizing its business by using disposable income to pay back debts. The Debtor is optimistic that by virtue of the filing of this Chapter 11 case, it will be able to successfully reorganize its business and satisfy obligations to creditors in the manner provided for under Subchapter V. The Plan Proponent's financial projections show that the Debtor will have projected disposable income for the 3-year period of $252,000.00. The final Plan payment is expected to be paid on or before the date that is 3 years from plan confirmation. This Plan of Reorganization proposes to pay Debtor's creditors from certain current assets and projected disposable income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 3 cents on the dollar after successful completion of claim objections. This Plan also provides for the full payment of (i) the allowed secured claim of the SBA, and (ii) allowed administrative and priority claims. Class 3 consists of non-priority unsecured creditors. Projected to receive 3 cents on the dollar of the allowed amount from the balance of three years projected disposable income. This Class is impaired. Existing equity holders to receive or retain equity in the reorganized Debtor. After completion of claims objections, plan payments will be made from certain existing assets and from three years worth of projected disposable income. A full-text copy of the Plan of Reorganization dated January 18, 2024 is available at https://urlcurt.com/u?l=thNC6b from PacerMonitor.com at no charge. Counsel for Plan Proponent: John D. Giampolo, Esq. ROSENBERG & ESTIS, PC 733 Third Avenue, 15th Floor New York, NY 10017 Tel: (212) 551-1273 Email: jgiampolo@rosenbergestis.com About iAfford NY, LLC a/k/a iAfford NY, LLC iAfford NY, LLC, r is a small startup company formed in recent years for affordable housing marketing. The Debtor filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-43825) on Oct. 20, 2023, with $50,001 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Jil Mazer-Marino oversees the case. John D. Giampolo, Esq., at Rosenberg & Estis, P.C., represents the Debtor as legal counsel. IBELIEVEINSWORDFISH: Seeks to Hire Meyer Law Group as Counsel ------------------------------------------------------------- iBelieveInSwordfish, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Meyer Law Group, LLP as its general bankruptcy counsel. The Debtor requires legal counsel to: (a) assist with Chapter 11 plan formulation; (b) prepare the schedules and the statement of financial affairs; (c) review monthly operating reports; (d) respond to creditor inquiries; and (e) evaluate claims and all other services usually performed by a counsel. The hourly rates of the firm's counsel and staff are as follows: Brent D. Meyer, Partner, $425 Paralegals $125 Prior to the petition date, Meyer Law Group LLP received the sum of $40,000 from the Debtor as a retainer. Mr. Meyer disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brent D. Meyer, Esq. Meyer Law Group LLP 268 Bush Street #3639 San Francisco, CA 94104 Telephone: (415) 765-1588 Facsimile: (415) 762-5277 Email: brent@meyerllp.com About iBelieveInSwordfish Inc. iBelieveInSwordfish, Inc. is a motion design studio based in the San Francisco Bay Area specializing in marketing and user experience. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-30835) on Dec. 12, 2023, with $667,474 in assets and $1,077,424 in liabilities. Matthew Silverman, manager and executive creative director, signed the petition. Judge Dennis Montali oversees the case. Brent D. Meyer, Esq., at Meyer Law Group, LLP represents the Debtor as legal counsel. IBIO INC: Secures $1Million Term Loan From Loeb Term Solutions -------------------------------------------------------------- iBio, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a credit and security agreement with Loeb Term Solutions LLC, an Illinois limited liability company, as lender, for a term loan or equipment line of credit loan pursuant to which the Company issued to Lender a term promissory note in the principal amount of $1,071,572 bearing interest at the Prime Rate, as quoted in the Wall Street Journal plus 8.5% (the "Effective Rate"), for proceeds of $1,027,455.23 after payment of $42,862.88 to Lender as an origination fee, $1,172.89 for appraisal costs, and $75.00 for bank wire fees. The Term Note provides for monthly payments of principal and interest based on a four-year amortization period, with a balloon payment of all principal, accrued interest and any other amounts due on the two year anniversary of the Term Note. The Credit and Security Agreement granted to Lender a security interest in substantially all of the Company's assets other than any intellectual property related to any of the Company's filed patents to secure the Company's obligations under the Term Note. The Term Note is subject to a prepayment fee of: 4% of the principal amount being prepaid if the Term Note is prepaid during the first 12 months from its issuance, and 3% of the principal amount being prepaid if the Term Note is prepaid during the second 12 months from its issuance date. The Credit and Security Agreement provides that the Company may request that Lender make further loan advances to the Company subject to certain conditions, including that the Company is not otherwise in default under the Credit and Security Agreement and its obligations and liabilities to Lender do not exceed a borrowing base equal to the lesser of: (a) 80.0% of the forced liquidation value of the Company's Eligible Equipment as determined by Lender in its sole reasonable discretion, or (b) a monthly dollar amount. The Credit and Security Agreement defines "Eligible Equipment" as equipment that (a) is owned by the Company free of any title defect or any lien or interest of any person except the lien in favor of the Lender; (b) is located at locations permitted by the Credit and Security Agreement; (c) in the Lender's reasonable opinion, is not obsolete, unsalable, damaged or unfit for further use; (d) is appraised by an appraiser satisfactory to the Lender; (e) complies with any representation or warranty with respect to equipment contained in the Credit and Security Agreement; and (f) is otherwise acceptable to the Lender in its reasonable discretion. The Company's obligations to Lender under the Term Note and Credit Security Agreement are further secured by an validity guarantee, dated Jan. 16, 2024, executed by Dr. Martin Brenner and Felipe Duran in their individual capacity for the benefit of Lender. The Validity Guarantee provides that the Indemnitors will indemnify the Lender from any loss or damage, including any actual, consequential or incidental loss or damage, suffered by Lender as a result of, or arising out of, among other things, any willful or intentional misrepresentation or gross negligence by the Company in connection with the Loan and any acts of fraud, conversion, misappropriation or misapplication of funds or proceeds of any Collateral by the Company or the Indemnitors. The Credit and Security Agreement contains customary events of default. If an event of default occurs, the Term Note provides that regardless of whether the Lender elects to accelerate the maturity of the Term Note, the entire principal remaining unpaid hereunder shall thereafter bear interest at the rate equal to the Effective Rate plus 6% per annum. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a preclinical stage biotechnology company that leverages the power of Artificial Intelligence (AI) for the development of precision antibodies. Its proprietary technology stack is designed to minimize downstream development risks by employing AI-guided epitope-steering and monoclonal antibody (mAb) optimization. iBio reported a net loss available to the Company's stockholders of $65.01 million for the year ended June 30, 2023, compared to a net loss available to stockholders of $50.39 million for the year ended June 30, 2022. As of June 30, 2023, the Company had $41.21 million in total assets, $25.83 million in total liabilities, and $15.38 million in total stockholders' equity. Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Sept. 27, 2023, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities for the years ended June 30, 2023 and 2022 and has an accumulated deficit as of June 30, 2023. These matters, among others, raise substantial doubt about its ability to continue as a going concern. INSTANT BRANDS: Midea Says Plan Patently Unconfirmable ------------------------------------------------------ GuangDong Midea Consumer Electric Manufacturing Company Limited; FoShan ShunDe Midea Electrical Heating Appliances Manufacturing Company Limited; Midea Electric Trading (Singapore) Co. Pte Ltd.) (collectively, "Midea") files this Preliminary Objection and Reservation of Rights to the Combined Disclosure Statement and Joint Chapter 11 Plan of Reorganization of Instant Brands Acquisition Holdings Inc. and Its Debtor Affiliates and granting related relief. Midea is counterparty to an executory contract that was assumed and assigned by the Debtors pursuant to the Sale Order. Midea recently learned of a confidential arrangement reached after entry of the Sale Order that improperly attempts to retroactively modify the Court authorized contract assignment from a full assignment (as required by the Sale Order and Fifth Circuit precedent) into a partial assignment. The improper partial assignment is evidenced in a document that was originally provided to Midea in redacted form. On December 28, 2023, the confidential terms were disclosed to Midea. The previously undisclosed provisions authorize sharing of indemnification rights that had been assigned to the Buyer upon entry of the Sale Order. Midea is prohibited from publishing those offensive terms. The purpose of this unauthorized sharing arrangement is to recapture indemnification rights that were assigned under the Sale Order and transferred under the Appliances APA (See Section 2.01(b)) to Appliances Buyer. The Debtors' unauthorized and impermissible recapture of partial indemnification rights is the cornerstone of intricate Plan provisions designed to mimic a channeling injunction. In exchange for votes in favor of the Plan, the Debtors promise that general unsecured litigation claimants will recover their alleged economic damages directly from Midea, and other foreign vendors or suppliers like Midea. The promise to litigation claimants is also illusory because the alleged assignment of indemnification rights to litigation claimants contemplated under the Plan is contrary to the terms of the Bankruptcy Code, Fifth Circuit precedent4, the Bankruptcy Court's Sale Order, and the provisions of the Appliances APA, and materially inconsistent with the Form MAA that this Court approved and Midea (and the public) was given notice of. All such indemnification rights have already been assigned and transferred by the Debtors to the Appliances Buyer. The Debtors propose to now obtain the Court's approval of this improper reshuffling of rights as a central feature of the Debtors' Plan following a rushed 31-day solicitation and confirmation process. In light of the Debtors' aggressive proposed confirmation timeline, Midea files this (i) preliminary objection to the Combined DS and Plan and reservation of rights, and (ii) objection to the Solicitation Procedures Motion ("Midea's Preliminary Objection"). The Plan as drafted is patently unconfirmable under Section 1129 of the Bankruptcy Code5 and must be modified to clarify that the Debtors retain no indemnity rights against Midea, and thus omit any provisions purporting to grant third parties the ability to assert such rights pursuant to the Plan. The Disclosure Statement lacks sufficient information and disclosures as required by Section 1125 regarding the source of any alleged indemnification rights and how (if at all) third parties may assert them. Contrary to paragraph 46 of the Emergency Motion, an expeditious process will neither promote judicial economy nor reduce costs because the Disclosure Statement lacks adequate information and is patently non-confirmable. The Debtors' request for a 35-day solicitation process is inappropriate under the circumstances and should be elongated to provide adequate notice to affected parties and more time for briefing than the 31-day period the Debtors imprudently ask this Court to approve. Midea requests that the Court expand the proposed solicitation and confirmation timeline by an additional 35 days for objections, briefing and other steps that may be necessary. Counsel to Midea: Tom A. Howley, Esq. Eric Terry, Esq. HOWLEY LAW PLLC Pennzoil Place – South Tower 711 Louisiana St., Suite 1850 Houston, TX 77002 Tel: 713-333-9125 Email: tom@howley-law.com eric@howley-law.com George P. Angelich, Esq. Brett D. Goodman, Esq. 1301 Avenue of the Americas - 42nd Fl. New York, NY 10019 Tel: (212) 484-3900 E-mail: George.Angelich@afslaw.com Brett.Goodman@afslaw.com - and - James E. Britton, Esq. 800 Boylston St., 32nd Floor Boston, MA 02199 Tel: (617) 973-6100 E-mail: James.Britton@afslaw.com About Instant Brands Instant Brands designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands: Instant, Pyrex, Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions. Instant Brands Holdings Inc. and Instant Brands Inc., and their affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June 12, 2023. In the petition signed by Adam Hollerbach, chief restructuring officer, the Debtors disclosed up to $1 billion in both assets and liabilities. Judge David R. Jones oversees the case. Davis Polk & Wardwell LLP's Brian M. Resnick, Steven Z. Szanzer and Joanna McDonald serve as counsel to the Debtors. The Debtors also tapped Haynes and Boone, LLP as Texas counsel, Stikeman Elliott LLP as Canadian counsel, AlixPartners, LLP as financial advisor, Guggenheim Securities LLC as investment banker, and Epiq Corporate Restructuring, LLC as claims, noticing, agent, solicitation and administrative advisor. DLA Piper LLP (US) serves as counsel to the Official Committee of Unsecured Creditors. Ropes & Gray LLP serves as counsel to the DIP Lenders, and Moelis & Company LLC and Ankura Consulting Group, LLC act as advisors to the Term DIP Secured Parties. Skadden, Arps, Slate, Meagher & Flom LLP and Norton Rose Fulbright and Norton Rose Fulbright Canada LLP serve as counsel and FTI Consulting as financial advisor to the ABL DIP Secured Parties. Kramer Levin Naftalis & Frankel LLP serves as counsel to Cornell Capital. INSTANT BRANDS: Tianxi Says Disclosures Mislead Creditors --------------------------------------------------------- Zhejiang Tianxi Kitchen Appliance Co., Ltd., objects to Debtors' Motion seeking conditional approval of the Combined Disclosure Statement and Joint Chapter 11 Plan of Reorganization of Instant Brands Acquisition Holdings Inc. and Its Debtor Affiliates joins as applicable to objections not otherwise inconsistent herewith, and reserves rights. At the outset, Tianxi highlights to the Court that, subsequent to this Court's entry of its Sale Order approving the Appliances sale, the Debtors made material modifications to the Sale Order's approved Master Assignment Agreement—which have yet to be filed in this Court or formally noticed to parties in interest—to, among other things, (albeit creatively) improperly attempt to retroactively allow the Debtors to retain contractual indemnification rights that were already assigned to the Buyer, in contravention of Section 365 of the Bankruptcy Code and Fifth Circuit precedent. In turn, the currently proposed Plan also impermissibly seeks to assign Debtors' purportedly retained contractual indemnification rights to third party creditors—without contractually required consent to such assignment—and (again) in contravention of this Court's Sale Order and Fifth Circuit authority. The Disclosure Statement, premised on contractual indemnification rights no longer held by the Debtors, is a house of cards that falls; it should not be conditionally approved. Specifically, the Disclosure Statement misleads creditors by contending that "[a]ll of the Debtors' rights to indemnification by third parties … shall vest in the Reorganized Debtors on the Effective Date". In fact, Debtors already assigned to Buyer3 all contractual indemnification rights4 through assumption and assignment of executory contracts to Buyer under Section 365 of the Bankruptcy Code; Debtors have no contractual indemnification rights to assign (and certainly have no consent by Tianxi to do so as contractually required in any event). The Disclosure Statement should not be approved by the Court so long as it contains any language inaccurately stating that any indemnification right arising from an assumed and assigned executory contract shall vest to the Reorganized Debtors, as such language misleads creditors in contravention of Section 1125 of the Bankruptcy Code. Counsel for Zhejiang Tianxi Kitchen Appliance Co., LTD: Steven R. Rech, Esq. VORYS, SATER, SEYMOUR AND PEASE LLP 909 Fannin St., Suite 2700 Houston, TX 77010 Tel: (713) 588-7000 E-mail: srech@vorys.com - and - Tiffany Strelow Cobb, Esq. Thomas J. Loeb, Esq. 52 East Gay Street Columbus, OH 43215 Tel: (614) 464-6400 E-mail: tscobb@vorys.com tjloeb@vorys.com - and - Kari B. Coniglio, Esq. 200 Public Square, Suite 1400 Cleveland, OH 44114 Tel: (216) 479-6100 E-mail: kbconiglio@vorys.com About Instant Brands Instant Brands designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands: Instant, Pyrex, Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions. Instant Brands Holdings Inc. and Instant Brands Inc., and their affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June 12, 2023. In the petition signed by Adam Hollerbach, chief restructuring officer, the Debtors disclosed up to $1 billion in both assets and liabilities. Judge David R. Jones oversees the case. Davis Polk & Wardwell LLP's Brian M. Resnick, Steven Z. Szanzer and Joanna McDonald serve as counsel to the Debtors. The Debtors also tapped Haynes and Boone, LLP as Texas counsel, Stikeman Elliott LLP as Canadian counsel, AlixPartners, LLP as financial advisor, Guggenheim Securities LLC as investment banker, and Epiq Corporate Restructuring, LLC as claims, noticing, agent, solicitation and administrative advisor. DLA Piper LLP (US) serves as counsel to the Official Committee of Unsecured Creditors. Ropes & Gray LLP serves as counsel to the DIP Lenders, and Moelis & Company LLC and Ankura Consulting Group, LLC act as advisors to the Term DIP Secured Parties. Skadden, Arps, Slate, Meagher & Flom LLP and Norton Rose Fulbright and Norton Rose Fulbright Canada LLP serve as counsel and FTI Consulting as financial advisor to the ABL DIP Secured Parties. Kramer Levin Naftalis & Frankel LLP serves as counsel to Cornell Capital. INSTANT BRANDS: Unsecureds Get 15% of Litigation Trust Interests ---------------------------------------------------------------- Instant Brands Acquisition Holdings Inc., et al., submitted a Combined Disclosure Statement and Joint Chapter 11 Plan of Reorganization. After an exhaustive marketing and sale process, the Bankruptcy Court entered the Order (A) Approving Sale of Substantially All of the Debtors' Assets Free and Clear of Liens, Claims, Interests, and Encumbrances, (B) Authorizing the Debtors To Enter into and Perform their Obligations under the Asset Purchase Agreements and Related Documents, (C) Authorizing the Assumption and Assignment of Certain Contracts and Leases, and (D) Granting Related Relief (the "Sale Order") approving the sales of all or substantially all of the Debtors' assets relating to each the appliances business and the housewares business (the "Appliances Sale Transaction" and the "Housewares Sale Transaction" and, the sale process leading up to the entry into the Appliances APA and the Housewares APA, including the marketing of the Debtors' assets and the auction process with respect thereto, the "Sale Process"). While the Appliances Sale Transaction closed on November 8, 2023, the Debtors and the Housewares Buyers were unable to obtain the requisite regulatory approvals for the Housewares Sale Transaction within the "Outside Date" set forth (and as defined) in the Housewares APA. As a result, the Debtors terminated the Housewares APA in accordance with its terms and the Debtors and the Ad Hoc Group of Crossover Lenders, in consultation with the Creditors' Committee, worked together to formulate this Plan to facilitate a reorganization of the Debtors' housewares business via, among other things, the equitization of the Class 3 Prepetition Term Loan Claims. The Plan is the outcome of extensive negotiations among the Debtors and certain of their key stakeholders—including Holders of over 95% of the Class 3 Prepetition Term Loan Claims (who are expected to ACCEPT the Plan) and the Creditors' Committee—and provides a framework for, among other things, a significant reduction of the Company's prepetition funded indebtedness and an operational restructuring of the Company's housewares business to further advance the Company's efforts in positioning itself for long-term success. In doing so, the Plan contemplates (a) the equitization of over $390 million of the Class 3 Prepetition Term Loan Claims into 100% of the New Equity Interests (subject to dilution, as set forth herein) in the Reorganized Debtors and (b) the distribution of Litigation Trust Interests --- 85% to Holders of Class 3 Prepetition Term Loan Claims and 15% to Holders of Allowed Class 4 General Unsecured Claims (with such percentages subject to dilution from the repayment of the Litigation Trust Financing) -- in a Litigation Trust created to investigate and pursue possible Causes of Action, including Causes of Action against the Debtors' former controlling shareholders and certain of their affiliates (i.e., the Litigation Trust Recovery Actions). All other Classes of Claims held by third-party creditors would be left Unimpaired under the Plan, while the Holders of Existing Interests would receive no consideration. Upon the effectiveness of the Plan, unless otherwise left Unimpaired, the Plan provides for the full and final discharge of Claims against and Interests in the Debtors and customary exculpation and release of certain claims and Causes of Action against various Persons held by the Debtors, their Estates, and those third parties that grant consensual releases under the terms of the Plan. The Plan also provides for committed secured exit financing sufficient to fund the Debtors' emergence from bankruptcy (including the payment of all Allowed Administrative Claims (including DIP Superpriority Claims, Professional Fee Claims, U.S. Trustee Fees, and Information Officer Fees), Other Secured Claims, Priority Tax Claims, and Other Priority Claims) and to provide working capital required by the Reorganized Debtors' businesses at emergence. The Company is confident that, upon emergence, it will be well-positioned to create value for all of its economic stakeholders. The Debtors also believe that the Plan (a) is reflective of a global compromise among the Debtors and their key stakeholders and (b) treats Holders of Claims against and Interests in the Debtors in an economic and fair manner in accordance with the Bankruptcy Code's priority scheme and the good-faith compromises and settlements of certain claims and controversies among the Debtors and key stakeholders. The purpose of the Disclosure Statement is to describe the Plan and its provisions and to provide adequate information, as required under section 1125 of the Bankruptcy Code, to Holders of Claims against the Debtors who have the right to vote on the Plan so that they can make informed decisions in doing so. Holders of Claims entitled to vote to accept or reject the Plan will receive a Ballot together with this Disclosure Statement to enable them to vote on the Plan in accordance with the voting instructions and make any other elections or representations required pursuant to the Plan. The Disclosure Statement includes information pertaining to the Debtors' prepetition business operations and financial history and the events leading up to the Chapter 11 Cases. In addition, this Combined DS and Plan includes the effects of confirmation of the Plan, certain risk factors associated with the Plan, the manner in which Plan Distributions will be made, the confirmation process, and confirmation requirements. The Bankruptcy Court entered an order conditionally approving the Disclosure Statement contained in this Combined DS and Plan, conditionally finding that it contains "adequate information" in accordance with section 1125 of the Bankruptcy Code (the "Solicitation Order"). Entry of the Solicitation Order does not constitute a judgment by the Bankruptcy Court as to the desirability of the Plan or as to the value or suitability of any consideration proposed thereunder. The Bankruptcy Court's conditional approval of the Disclosure Statement contained herein does indicate, however, that the Bankruptcy Court has conditionally determined that the Disclosure Statement contains adequate information to permit a Holder entitled to vote on the Plan to make an informed judgment in doing so. The adequacy of the Disclosure Statement is still subject to final approval by the Bankruptcy Court at the Combined Hearing. Under the Plan, Class 4 General Unsecured Claims total $43,777,331. Each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of 15% of the Litigation Trust Interests (the "GUC Litigation Trust Interests"), pursuant to Article VIII.B and Article IX.D. Distributions of Litigation Trust Asset proceeds in respect of the GUC Litigation Trust Interests will be made in accordance with Article VIII.B. For the avoidance of doubt, the value of the Litigation Trust Interests will depend on the net Cash proceeds of the Litigation Trust Assets (e.g., the Litigation Trustee's success in prosecuting or otherwise resolving the Litigation Trust Recovery Actions) for distribution to the Litigation Trust Beneficiaries in accordance with the Litigation Trust Agreement. There is no guarantee that the Litigation Trust Assets will yield any net recovery for the Litigation Trust Beneficiaries, including Holders of Allowed General Unsecured Claims. Accordingly, the value of the Plan Distributions to Holders of Allowed General Unsecured Claims (i.e., each such Holder's Pro Rata share of 15% of the Litigation Trust Interests) may be zero. Class 4 is impaired. "Litigation Trust Interests" means the interests in the Litigation Trust, which shall not be certificated and shall not be transferrable (except as set forth in the Litigation Trust Agreement). To the extent provided in the Restructuring Steps Memorandum, the Debtors shall continue to exist after the Effective Date as Reorganized Debtors in accordance with the applicable laws of the respective jurisdictions in which they are incorporated or organized, and pursuant to the New Governance Documents, for the purposes of satisfying their obligations under the Plan and the continuation of their businesses. Except as otherwise provided herein (including in the Restructuring Steps Memorandum), on and after the Effective Date all property of the Estates, wherever located, including all claims, rights, and Causes of Action (other than the Litigation Trust Recovery Actions), shall vest in each respective Reorganized Debtor free and clear of all Claims, Liens, charges, and other encumbrances and interests. On and after the Effective Date, the Reorganized Debtors may operate their businesses and may use, acquire, and dispose of property, wherever located, and prosecute, compromise, or settle any claims (including any Administrative Claims) and Causes of Action (other than the Litigation Trust Recovery Actions) without supervision of or approval by the Bankruptcy Court or the CCAA Court and free and clear of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, or the CCAA other than restrictions expressly imposed by this Plan, the Confirmation Order, or the CCAA Recognition Order. Such claims and Causes of Action include any of the Debtors' rights to indemnification from third parties and the Debtors' rights in respect of any Insurance Contracts. Immediately upon the Effective Date, pursuant to sections 1141(b)–(c) of the Bankruptcy Code, (a) the Litigation Trust Assets shall vest in the Litigation Trust and (b) the (Reorganized) Debtors and their Estates shall transfer, and shall be deemed to have irrevocably transferred, to the Litigation Trust for the benefit of the Litigation Trust Beneficiaries, all title and interest in all of the Litigation Trust Assets, in each case, free and clear of all Claims, Liens, encumbrances, charges, other interests, and contractually imposed restrictions, which shall each be deemed fully released as of the Effective Date, except as otherwise provided herein or in the Confirmation Order. Upon the foregoing transfer, the (Reorganized) Debtors shall have no interest in or with respect to the Litigation Trust or the Litigation Trust Assets, and the Debtors and their Related Parties shall be released from all liability with respect to the delivery thereof and shall have no reversionary or further interest in, or with respect thereto, in accordance with this Article VII.A.2. Notwithstanding the foregoing, for purposes of section 553 of the Bankruptcy Code, the transfers of the Litigation Trust Assets to the Litigation Trust shall not affect the mutuality of obligations that otherwise may have existed prior to the effectuation of such transfer. Such transfers shall be exempt from any stamp, real estate transfer, mortgage reporting, sales, use, or other similar tax, pursuant to section 1146(a) of the Bankruptcy Code, as further set forth herein. A hearing on the final approval of the Disclosure Statement and the confirmation of the Plan (as such hearing may be continued from time to time, the "Combined Hearing") will commence on February 15, 2024 at 8:00 a.m. (prevailing Central Time) in the Bankruptcy Court before the Honorable Marvin Isgur, in courtroom 404 at 515 Rusk Street, Houston, Texas 77002. The Bankruptcy Court has established February 8, 2024 at 4:00 p.m. (prevailing Central Time) as the deadline for Filing and serving objections to the final approval of the Disclosure Statement and the confirmation of the Plan (the "Combined DS and Plan Objection Deadline"). Counsel to the Debtors: Brian M. Resnick, Esq. Steven Z. Szanzer, Esq. Joanna McDonald, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Ave. New York, NY 10017 Tel.: (212) 450-4000 E-mail: brian.resnick@davispolk.com steven.szanzer@davispolk.com joanna.mcdonald@davispolk.com - and - Charles A. Beckham, Jr., Esq. Arsalan Muhammad, Esq. David A. Trausch, Esq. HAYNES AND BOONE, LLP 1221 McKinney St., Suite 4000 Houston, TX 77010 Tel.: (713) 547-2000 E-mail: charles.beckham@haynesboone.com arsalan.muhammad@haynesboone.com david.trausch@haynesboone.com A copy of the Combined Disclosure Statement and Joint Chapter 11 Plan of Reorganization dated Jan. 10, 2024, is available at https://tinyurl.ph/yeInH from document.epiq11.com, the claims agent. About Instant Brands Instant Brands designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands: Instant, Pyrex, Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions. Instant Brands Holdings Inc. and Instant Brands Inc., and their affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June 12, 2023. In the petition signed by Adam Hollerbach, chief restructuring officer, the Debtors disclosed up to $1 billion in both assets and liabilities. Judge David R. Jones oversees the case. Davis Polk & Wardwell LLP's Brian M. Resnick, Steven Z. Szanzer and Joanna McDonald serve as counsel to the Debtors. The Debtors also tapped Haynes and Boone, LLP as Texas counsel, Stikeman Elliott LLP as Canadian counsel, AlixPartners, LLP as financial advisor, Guggenheim Securities LLC as investment banker, and Epiq Corporate Restructuring, LLC as claims, noticing, agent, solicitation and administrative advisor. DLA Piper LLP (US) serves as counsel to the Official Committee of Unsecured Creditors. Ropes & Gray LLP serves as counsel to the DIP Lenders, and Moelis & Company LLC and Ankura Consulting Group, LLC act as advisors to the Term DIP Secured Parties. Skadden, Arps, Slate, Meagher & Flom LLP and Norton Rose Fulbright and Norton Rose Fulbright Canada LLP serve as counsel and FTI Consulting as financial advisor to the ABL DIP Secured Parties. Kramer Levin Naftalis & Frankel LLP serves as counsel to Cornell Capital. INTERGALACTIC THERAPEUTICS: Hires Cassel as Investment Banker ------------------------------------------------------------- Intergalactic Therapeutics, Inc. f/k/a IGTX, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Cassel Salpeter & Co., LLC as its investment banker. The firm will provide: I. General Advisory Services that include: a. reviewing and analyzing the Debtor's business, operations and financial projections; b. attending meetings of the Board of Directors of the Debtor, whether in person or telephonically, with respect to matters on which CS has been engaged; and c. providing testimony, as necessary, with respect to matters on which the firm has been engaged to advise hereunder in any proceeding before the Bankruptcy Court. II. Sale Transaction Services that include: a. assisting the Debtor in identifying and evaluating candidates for any potential Sale Transaction; b. notifying and communicating with prospective purchasers respecting the Sale Transaction; c. advising the Debtor in connection with negotiations, and aiding in the consummation of any such Sale Transaction; d. advising with regards to possible affiliations with strategic operators; e. advising with regards to divestitures of non-strategic assets. The firm will be paid as follows: a) Fixed Fee. A non-refundable, cash fee of $150,000, payable by wire transfer in immediately available U.S. funds, with $75,000 due on the date hereof and payable upon Bankruptcy Court approval of the firm's retention and $75,000 due on the first monthly anniversary thereafter. b) Additional Fee. If the Debtor consummates a Sale Transaction, the Debtor shall pay to the firm a sale transaction fee (the "Sale Transaction Fee"), payable by wire transfer in immediately available U.S. funds at the closing of the Sale Transaction, equal to 10.0% of the Additional Sale Consideration in excess of the original stalking horse bid. For the avoidance of doubt, any Sale Transaction Fee attributable to the proceeds of a promissory note or to royalties or milestones shall be paid when such funds are actually received by the Company. c) Multiple Closings. If the Sale Transaction is consummated in more than one closing, the firm shall be compensated based on the aggregate Consideration received at all such closings, calculated in the manner set forth above. d) Fee Obligation. The firm shall be entitled to the Additional Fee set forth in this Paragraph if the Sale Transaction is consummated during the Term, or within six (6) months after the date of any termination or expiration of this Agreement (the "Tail Period"), or the Company, or its security holders, enters into any definitive agreement regarding the Sale Transaction during the Term or the Tail Period that subsequently closes (whether during or after the Tail Period), regardless of whether the firm actually procured the agreement regarding the Sale Transaction. Philip Cassel, a managing director at Cassel Salpeter & Co., 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: Philip Cassel Cassel Salpeter & Co., LLC 801 Brickell Avenue, Suite 1900 Miami, FL 33131 Tel: (305) 438-7700 About Intergalactic Therapeutics, Inc. f/k/a IGTX, LLC Intergalactic Therapeutics Inc. -- https://www.intergalactic-tx.com -- is a company specializing in developing non-viral gene therapies based in Cambridge, MA. Intergalactic uses synthetic biology and engineered gene circuits to make covalently closed and circular DNA ("C3DNA") molecules designed to provide a potentially safer and more effective solution for patients. Intergalactic Therapeutics sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-41067) on Dec. 19, 2023. In the petition filed by Charles Allen, as president, secretary, and treasurer, the Debtor reported assets between $100,000 and $500,000 and liabilities between $10 million and $50 million. The Debtor tapped Murphy & King, P.C., as counsel, and Verdolino & Lowey, P.C., as financial advisor. INVESTMENTS SWK: Case Summary & Four Unsecured Creditors -------------------------------------------------------- Debtor: Investments SWK, LLC 351 S. Cypress Rd. Suite 100 Pompano Beach, FL 33060 Business Description: Investments SWK is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 24, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-10630 Judge: Hon. Peter D Russin Debtor's Counsel: Sherri B. Simpson, Esq. SIMPSON LAW GROUP 400 NW 25 St Wilton Manors, FL 33311 Tel: 854-524-4141 Email: sbs@simpsonlawfl.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lorne A. Wray as authorized member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RIOX6ZY/Investments_SWK_LLC__flsbke-24-10630__0001.0.pdf?mcid=tGE4TAMA IPWE INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: IPwe, Inc. 2515 McKinney Avenue Suite 100B Dallas, TX 75201 Business Description: Since 2018, IPwe has been at the forefront of developing blockchain solutions for IP strategy, collaborating with leading blockchain providers such as IBM, Hyperledger, and CasperLabs. The Debtor's cutting-edge IP strategy solution, Smart Intangible Asset Management, utilizes dynamic patent NFTs and its proprietary AI algorithm to consolidate IP data and generate data-driven metrics, including valuations, ratings, and benchmarks for every patent. Chapter 11 Petition Date: January 24, 2024 Court: United States Bankruptcy Court District of Delaware Case No.: 24-10078 Judge: Hon. Craig T. Goldblatt Debtor's Counsel: Ronald S. Gellert, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC 1201 N. Orange Street Suite 300 Wilmington, DE 19801 Tel: (302) 425-5806 Email: rgellert@gsbblaw.com Total Assets: $156,169 Total Liabilities: $7,292,376 The petition was signed by Leann M. Pinto as CEO. 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/LTYQZ3I/IPwe_Inc__debke-24-10078__0001.0.pdf?mcid=tGE4TAMA IQ DENTAL: Court OKs Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized IQ Dental Supply, LLC to use cash collateral, on an interim basis, in accordance with the budget. East West Bank asserts an aggregate claim against the Debtor in the amount of $3,403,354 as of the Petition Date, secured by liens on all or substantially all of the assets of the Debtor. EWB asserts secured claims and liens on the Collateral against the Debtor as of the Petition Date. Any party, to the extent that such party has or receives standing to assert such claims, including any Committee, if one is appointed, will have 60 days after entry of the final cash collateral order to contest the scope, validity, perfection and/or amount of EWB's liens. EWB reserves all of its rights to object to any party's standing to assert such challenges. The Debtor is authorized to use cash collateral to meet the Debtor's ordinary cash needs (and for such other purposes as may be approved in writing by EWB) for the payment of the Debtor's actual expenses to (a) maintain and preserve its assets; and (b) continue operation of its business, including but not limited to payment for inventory, utilities, payroll, payroll taxes, and insurance expenses as reflected in the Cash Collateral Budget. As security for and to the extent of any aggregate post-petition diminution in value of the Prepetition Collateral (including the Cash Collateral), EWB is granted, pursuant to 11 U.S.C. Sections 361(2) and 363(c)(2), additional and replacement valid, binding, enforceable non-avoidable, and automatically perfected post-petition security interests in and liens subject to the carveout, on all property. To the extent of any Diminution in Value, EWB will have a superpriority administrative expense claim, pursuant to 11 U.S.C. Section 507(b), senior to any and all claims against the Debtor under 11 U.S.C. Section 507(a), whether in this proceeding or in any superseding proceeding. The replacement lien and security interest granted are automatically deemed perfected upon entry of the Order without the necessity of EWB taking possession, filing financing statements, mortgages, or other documents. The Debtor will make adequate protection payments to EWB in the monthly amount of $10,000 on the 28th day of the month. A final hearing on the matter is set for February 13, 2024 at 11 a.m. A copy of the court's order is available at https://urlcurt.com/u?l=nyeBjO from PacerMonitor.com. About IQ Dental Supply, LLC IQ Dental Supply, LLC is a full service dental supply company selling dental supplies, equipment, and providing service since 2009. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-21402) on December 8, 2023. In the petition signed by Sergey Kunin, managing member, the Debtor disclosed $10,092,591 in assets and $8,098,257 in liabilities. Judge Stacey L. Meisel oversees the case. Richard D. Trenk, Esq., at TRENK ISABEL SIDDIQI & SHAHDANIAN P.C., represents the Debtor as legal counsel. IRONNET INC: Court Confirms Second Amended Reorganization Plan -------------------------------------------------------------- IronNet, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on January 18, 2024, the U.S. Bankruptcy Court for the District of Delaware confirmed the Second Amended Joint Chapter 11 Plan of Reorganization of the company and its debtor affiliates. As previously disclosed, on October 12, 2023, the Company and certain of its affiliates (collectively, the "Debtors") filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The Debtors expect that the effective date of the Plan will occur as soon as all conditions precedent to the Plan have been satisfied. Although the Debtors anticipate that all conditions will be satisfied, the Debtors can make no assurances as to when, or ultimately if, the Plan will become effective. The Plan contemplates a restructuring of the Debtors that will eliminate a material amount of debt from the Debtors' balance sheet and will provide the Debtors with the capital necessary to fund distributions required pursuant to the Plan and provide the Debtors with working capital necessary to fund ongoing operations. The settlement, distributions, and other benefits provided under the Plan, including the releases and exculpation provisions included therein, are in full satisfaction of all claims, interests, causes of action and controversies that could be asserted. Additional information regarding the classification and treatment of claims and interests can be found in Article III of the Plan. Pursuant to the terms of the Plan, all of the Company's existing equity interests will be automatically cancelled without further action upon the Effective Date. As of January 18, 2024, there were 121,506,784 shares of the Company's common stock outstanding. On the Effective Date, shares New Common Equity will be issued to holders of Allowed DIP Facility Claims, Allowed IronNet Secured Note Claims, Allowed OpCo Secured Note Claims, and, if applicable, Unsecured Note Claims, subject to, among other things, dilution by the Management Incentive Plan and any equity (including any equity-like instrument) issued in connection with the Exit Facility, all as further described in the Plan. Additionally, on the Effective Date, shares of New Common Equity will be issued to 3i, LP as part of the 3i Settlement Consideration, subject to, among other things, dilution by the Management Incentive Plan and any equity (including any equity-like instrument) issued in connection with the Exit Facility; and the Reorganized Debtors will issue the 3i Takeback Note, all as further described in the Plan. To effectuate the plan, the Exit Facility Lenders have committed to make available credit facilities to the Reorganized Debtors on the Effective Date in accordance with the Exit Facility Term Sheet, all as further described in the Plan. The Plan contains certain release and exculpation provisions that provide releases for the benefit of the Debtors and certain of the claimholders and their respective affiliates and a full exculpation from liability in favor of the Debtors and certain of the claimholders and their respective affiliates, in each case, as further set forth in Article IX of the Plan. The following is a summary of the material terms of the Plan are available at http://tinyurl.com/h9pxdmpband http://tinyurl.com/3n8unn6z,respectively. About IronNet Founded in 2014 and headquartered in McLean, Va., IronNet, Inc. (OTCMKTS: IRNTQ) -- https://www.ironnet.com/ -- is a global cybersecurity company that is transforming how organizations secure their networks by delivering the first-ever collective defense platform operating at scale. Employing a number of former NSA cybersecurity operators with offensive and defensive cyber experience, IronNet integrates deep tradecraft knowledge into its industry-leading products to solve the most challenging cyber problems facing the world today. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11710) on October 12, 2023. In the petition signed by Cameron Pforr, president and chief financial officer, IronNet, Inc. disclosed $77,389 in assets and $33,833,108 in liabilities. Debtor IronNet Cybersecurity, Inc. listed $10 million to $50 million in estimated assets and $50 million to $100 million in estimated liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Arnold & Porter Kaye Scholer, LLP as general corporate counsel; and Stretto, Inc. as claims, noticing and solicitation agent. Paul, Weiss, Rifkind, Wharton & Garrison LLP represents the DIP lenders as legal counsel. JE LUCAS: Gets OK to Hire Cooper Law Firm as Counsel ---------------------------------------------------- JE Lucas Properties, LLC, received approval from the U.S. Bankruptcy Court for the District of South Carolina to hire The Cooper Law Firm. The Debtor requires legal counsel to prepare a Chapter 11 plan of reorganization and provide other legal services in connection with its Chapter 11 case. The hourly rates charged by the firm's attorneys are as follows: Robert H. Cooper, Esq. $295 per hour Associate Lawyers $195 per hour The retainer fee is $25,000. Mr. Cooper disclosed in a court filing that he and his firm are "disinterested persons" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert H. Cooper, Esq. The Cooper Law Firm 150 Milestone Way, Ste B Greenville, SC 29615 Tel: 864-271-9911 Fax: 864-232-5236 Email: rhcooper@thecooperlawfirm.com About JE Lucas Properties JE Lucas Properties, LLC, a company in Rock Hill, S.C., filed Chapter 11 petition (Bankr. D. S.C. Case No. 23-03712) on Dec. 2, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Helen E. Burris oversees the case. The Cooper Law Firm is the Debtor's bankruptcy counsel. JEFFERSON CAPITAL: Moody's Affirms 'Ba2' CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service has affirmed Jefferson Capital Holdings, LLC's Ba2 corporate family rating and its Ba3 senior unsecured rating. Jefferson's outlook maintained stable. RATINGS RATIONALE The ratings affirmation reflects Jefferson's strong profitability, solid interest coverage, stable capitalization, and modest debt/EBITDA leverage. Jefferson's solid credit metrics reflect its geographic diversification and franchise focus on growing but underpenetrated areas of the debt-purchasing market such as consumer installment loans, telecom receivables, auto finance loans, utilities receivables, and non-prime credit card receivables. Since the expiration of pandemic-era government stimulus measures, Jefferson's performance has been supported by recent deployment growth amid an increased supply of non-performing loan (NPL) portfolios, driven by higher interest rates and inflationary pressures that weakened consumer credit profiles. These supportive operating conditions have occurred concurrent with an improvement in Jefferson's competitive position, since peers have reported a number of operational and financial headwinds such as poor collections, weak profitability, and higher funding costs. The combination of higher portfolio supply along with decreased competition have allowed Jefferson to significantly increase its deployments, resulting in higher estimated remaining collections. Across the US, UK, Canada, and Latin America, Jefferson increased deployments to $496 million for the trailing-12 months ended September 30, 2023, compared with $269 million during 2022 and $157 million during 2021. This rapid deployment growth, while potentially improving future revenue and profitability, also creates inherent risks. The company has heavy reliance on internal modelling for valuing portfolio purchases and associated future collections, the estimates of which could deteriorate significantly amid unexpected economic, regulatory, or consumer behavior changes. Mitigants to these risks include Jefferson's strong track record and multi-decade operating history, generally granular portfolio purchases, growing geographic and asset class diversification, and better cost flexibility than certain peers. The ratings also reflect Jefferson's use of debt leverage to help fund its deployments. Since the end of 2022, Jefferson increased the size of its revolving credit facility by $250 million to $750 million and also increased its utilization throughout 2023 as the primary source of funding for its deployment growth, leading to higher leverage compared with the previous two years. In the current favorable operating environment, Moody's expects that Jefferson's leverage will continue to increase modestly, but that it will remain below its target upper range of 2.5x debt / adjusted cash EBITDA (Jefferson's measure). Additionally, this higher leverage in the context of a higher interest rate environment will lead to a modest deterioration in its EBITDA / interest expense coverage ratio, said Moody's. The ratings affirmation also reflects Jefferson's strong and stable capitalization as measured by tangible common equity / tangible assets, which has remained between 20-30% for the past three years. Additionally, Jefferson's funding profile has matured, evidenced by the upsize/maturity extension of its revolving credit facility this year. Jefferson Capital's Ba3 senior unsecured rating reflect the debt's ranking and size in the company's capital structure. Jefferson Capital's stable outlook reflects Moody's expectation that the current operating environment and Jefferson's strong competitive position will support its revenue, profitability and cash flow, offset by Moody's expectation for modestly worse debt leverage and interest coverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Jefferson's ratings could be upgraded if the company continues to demonstrate strong financial performance as it continues to grow and increase its scale, with consistently solid profitability and cash flows, maintains its Moody's-adjusted debt/EBITDA at less than 2.0x, and continues to improve its liquidity and funding profile as evidenced by reduced reliance on secured credit facilities. The ratings could be downgraded if the company's financial performance materially deteriorates, for example, if Moody's-adjusted debt/EBITDA leverage increases to above 3.5x or if the company's profitability and cash flow and liquidity meaningful deteriorate on a sustained basis. Adverse regulatory developments or a significant operational or compliance failure that weakens the company's franchise could also result in a downgrade. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. JNJ HOME: No Patient Complaints, 2nd PCO Report Says ---------------------------------------------------- Joseph Tomaino, the duly appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Eastern District of New York his second report regarding the quality of patient care provided by JNJ Home Health Care, Inc. The PCO stated that JNJ reports that business has been improving with the addition of a contract to provide in home services to children. The current census of this program is reported at around six. The PCO interviewed the Director of Professional Services in response to the report of a new scope of service. The DPS stated that the children being cared for are on the spectrum of intellectual challenges and do not have physical health needs. She stated that the agency that contracts with them to provide the services develops an individualized plan of care for each child, and this plan is reviewed with the aide being assigned the case. Mr. Tomaino asked if aides are provided with the supplies they need for provision of care where JNJ responded that the supplies are provided under reimbursement by Medicaid to the homes where the recipients of care reside. JNJ added that there have been difficulties when family members have been unwilling to make the supplies available to the caregivers. JNJ reports no issues meeting payroll. The PCO received no patient or family complaints during this reporting period. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=O8hoB8 from PacerMonitor.com. The ombudsman may be reached at: Joseph J. Tomaino Grassi Healthcare Advisors LLC 750 Third Ave New York, NY 10017 Telephone: (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About JNJ Home Health Care JNJ Home Health Care, Inc. is a provider of home healthcare services in Brooklyn, N.Y. JNJ Home Health Care filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-41382) on April 24, 2023. In the petition signed by its chief executive officer, Caren D. Serieux-Bazelais, the Debtor disclosed $1,616,300 in assets and $3,550,540 in liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor tapped the Law Office of James J. Rufo as bankruptcy counsel; the Law Office of Charles A. Higgs as special litigation counsel; and Hickey & Hickey Accounting Consultants as accountant. Joseph J. Tomaino, chief executive officer of Grassi Healthcare Advisors, LLC, is the patient care ombudsman appointed in the Debtor's case. JUBILEE INVESTMENTS: Hires RE/MAX Prestige as Real Estate Broker ---------------------------------------------------------------- Jubilee Investments, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ RE/MAX Prestige Properties as real estate broker. The firm will market and sell the Debtor's three parcels of real properties. The firm will be paid a commission of 5 percent of the sale price of each property. 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: Jonathan R. Meins RE/MAX Prestige Properties 2404 Stockton Hill Rd Suit A Kingman, AZ 86401 Tel: (928) 718-0100 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. JW ALUMINUM: S&P Alters Outlook to Positive, Affirms 'B-' ICR ------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on JW Aluminum Continuous Cast Co. (JWA) and revised the outlook to positive. The positive outlook reflects S&P's view that JWA credit profile is strengthening is as it completes its plant rationalization program leading to higher margins, sustained lower leverage and positive discretionary cash flow. JWA's credit profile is strengthening. The company is transitioning to positive FCOF following several years of negative FOCF from high capex related to expansion projects and the multi-year disruption to its production footprint from the fires experienced in 2020. S&P anticipates the company generated about $110 million of EBITDA in 2023 and in its view should sustain EBITDA around this level under its expectation of steady demand in 2024. S&P said, "We expect the transition to sustained positive FOCF to trigger increased discretionary spending in 2024 onwards. We expect this to come in the form of modest, incremental investments in its production footprint and commencement of shareholder distribution based on its FOCF. Incorporating this view, we expect JWA to generate debt to EBITDA of 3x over the next 12 months, following debt to EBITDA of 2.5x as of Sept. 30, 2023." The company's production levels should return to approximately 350 million pounds over the next 12 months. The company's production footprint has evolved over the last several years as the company completed the expansion of its Mt. Holly facility and closed the higher cost St. Louis and Williamsport facilities. While the rationalization modestly reduced capacity, it removed higher cost production facilities that were replaced with expanded and modernized capacity at Mt. Holly. As a result, the company's margin profile is improving and S&P anticipates EBITDA margins staying above 15%, compared with an average of about 9% between 2017 to 2022. High concentration of JWA's asset base and end markets remain a key risk. JWA is exposed to a slowdown in residential construction because the construction and HVAC markets account for about 65% of volume. However, this risk is somewhat mitigated as most volumes serve the repair and remodeling market, which has demonstrated resilience during weaker periods in construction markets. S&P said, "We expect residential investment to remain flat in 2023 compared with our expectation of an 11% contraction in 2023. Additionally, we expect housing starts to decline modestly to 1.3 million this year versus 1.4 million in 2023." The Mt. Holly facility represents over 80% of the total production base. This is a key risk, as a prolonged work stoppage could reduce earnings significantly. Production declined 25% in 2020 as a result of fires at the facility, and EBITDA subsequently dropped to less than $10 million. However, JWA is running at high utilization rates and the recent expansion and modernization of its Mt. Holly operations will help improve its scale and cost profile (relieving bottlenecks and metal mix using more scrap). S&P said, "The positive outlook reflects our view that JWA will maintain leverage of 3x to 4x over the next 12 months and our expectation of modest increases in discretionary spending, such as shareholder returns and growth investments. We anticipate the company to maintain lower leverage as the 2026 notes maturity approaches, positioning the company for a potential refinance before maturity." S&P could revise the outlook to stable if debt to EBITDA increases above 4x. This could result if -- Weakening demand results in declining production and higher conversion costs; or -- The company undertakes larger-than-anticipated or debt-funded capex or shareholder returns. S&P could upgrade JWA if the company maintains debt to EBITDA well below 4x. This could result if: -- The company continues to see an improvement in profitability with sustaining EBITDA margins above 20%; -- The company maintains positive FOCF that fully supports other discretionary spending. KODIAK TRUCKING: Court OKs Cash Collateral Access March 31 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California, Fresno Division, authorized Kodiak Trucking, Inc. to use cash collateral on an interim basis, in accordance with the budget, for the period from January 12 to March 31, 2024. The secured creditors are granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Debtor and the Debtor's bankruptcy estate that is the same type of property that the respective secured creditor holds a pre-petition interest, lien or security interest to the extent of the validity and priority of such interests, liens, or security interests, if any. The amount of each of the Replacement Liens will be up to the amount of any diminution in value of the secured creditor's collateral position from the Petition Date. The priority of the Replacement Liens will be in the same priority as the secured creditor's respective pre-petition interests, liens and security interests in similar property. To the extent that the Replacement Liens prove inadequate to protect a secured creditor from a demonstrated diminution in the value of its collateral position from the Petition Date, the secured creditors are granted an administrative expense claim under Code Section 503(b) with priority in payment under Code Section 507(b), provided, however, that this will not modify the priorities of the Bankruptcy Code in the event of a conversion to Chapter 7. During the Second Interim Period, the sum of the cash on hand and outstanding "Eligible Accounts Receivable" of the Debtor will be equal to or greater than $796,456, plus the Delayed Receipts, measured on the last day of each month of said period, beginning January 31, 2024. "Delayed Receipts" refers to post-petition receipts from pre-petition invoices paid by the following customers: (a) Griffith Company, (b) Security Paving, and (c) C.A. Rasmussen. Delayed Receipts will be added to the Cash Collateral Floor, thereby increasing the Cash Collateral Floor, when received by the Debtor, or for invoices that were not purchased by eCapital, when received by eCapital. "Eligible Accounts Receivable" will mean accounts receivable which accounts are no more than 90 days past the invoice date, and which are not subject to any defenses, recoupment, counterclaims, offsets or setoffs. Eligible Accounts Receivable do not include pre-petition accounts receivable for (a) Griffith Company, (b) Security Paving, (c) C.A. Rasmussen, (d) Triple EEE Trucking LLC, and (e) New Empire Concrete LLC. The Second Interim Order will expire and the Debtor's right to use cash collateral will terminate, unless extended by further order of the Court or by express written consent of eCapital, on the earlier of (i) March 31, 2024; (ii) the first business day after the date of the final hearing on the Debtor's use of cash collateral; (iii) the failure of the Debtor to comply with any provision of the Second Interim Order; (iv) the entry of an order authorizing, or if there will occur, a conversion or dismissal of the case under 11 U.S.C. Section 1112; (v) the entry of an order appointing a trustee, or appointing an examiner with powers exceeding those set forth in 11 U.S.C. Section 1106(b); (vi) the closing of a sale of all or a substantial portion of the assets of the Debtor; (vii) the cessation of day-to-day operations of the Debtor; (viii) any loss of accreditation or licensing of the Debtor that would materially impede or impair the Debtor's ability to operate as a going concern; and (ix) any material provision of the Second Interim Order for any reason ceases to be enforceable, valid, or binding upon the Debtor. Nothing in the order prohibits the Debtor from making regular monthly payments each in the amount of $2,456 to the U.S. Small Business Administration, providing that Debtor has sufficient surplus cash flow and reserve to make such payments without threatening the Cash Collateral Floor. A final hearing on the matter is set for March 27. A copy of the order is available at https://urlcurt.com/u?l=GkkhYm from PacerMonitor.com. About Kodiak Trucking Kodiak Trucking Inc., a company in Bakersfield, Calif., offers specialized freight trucking services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-12784) on December 15, 2023, with $1 million to $10 million in both assets and liabilities. Marco Arambula, chief executive officer, signed the petition. Judge Jennifer E. Niemann oversees the case. Peter Fear, Esq., at Fear Waddell, P.C. represents the Debtor as legal counsel. KODIAK TRUCKING: Seeks to Hire Fear Waddell as Bankruptcy Counsel ----------------------------------------------------------------- Kodiak Trucking, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Fear Waddell, PC as its bankruptcy counsel. The Debtor requires legal counsel to: (a) give advice concerning the duties of the Debtor in a Chapter 11 Subchapter V case; (b) identify, prosecute, and defend claims and causes of actions assertable by or against the estate; (c) prepare legal papers; (d) if necessary, prepare and prosecute such pleadings as complaints to avoid preferential transfers or transfers deemed fraudulent as to creditors, motions for authority to borrow money, sell property, or compromise claims and objections to claims; and (e) take all necessary action to protect and preserve the estate, and all other legal services requested. The firm received pre-bankruptcy retainers in the total amount of $40,000 from the Debtor. The firm estimates that fees will probably be at least $100,000. Peter Fear, Esq., owner of Fear Waddell, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter L. Fear, Esq. Gabriel J. Waddell, Esq. Peter A. Sauer, Esq. Fear Waddell, P.C. 7650 North Palm Avenue, Suite 101 Fresno, CA 93711 Telephone: (559) 436-6575 Facsimile: (559) 436-6580 Email: pfear@fearlaw.com gwaddell@fearlaw.com psauer@fearlaw.com About Kodiak Trucking Kodiak Trucking Inc., a company in Bakersfield, Calif., offers specialized freight trucking services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-12784) on December 15, 2023, with $1 million to $10 million in both assets and liabilities. Marco Arambula, chief executive officer, signed the petition. Judge Jennifer E. Niemann oversees the case. Peter Fear, Esq., at Fear Waddell, P.C. represents the Debtor as legal counsel. KRONOS INTERNATIONAL: S&P Rates New Senior Secured Euro Notes 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '1' recovery rating to Kronos International Inc.'s proposed senior secured Euro notes due 2029, which the company is issuing as part of a debt exchange offer for its existing 3.75% senior secured notes due 2025. Kronos International is a subsidiary of Dallas-headquartered Kronos Worldwide Inc., which is a producer of titanium dioxide (TiO2) pigments. All of S&P's existing issue-level ratings on Kronos Worldwide and Kronos International are affirmed. Ratings are based on the preliminary terms and conditions. The company will use the proceeds from the new debt, along with cash from its balance sheet, to refinance the majority of its existing notes, though there will be a stub maturity on the existing tranche that will remain outstanding. KRONOS WORLDWIDE: Moody's Affirms B1 CFR, Outlook Remains Negative ------------------------------------------------------------------ Moody's Investors Service affirmed Kronos Worldwide, Inc.'s ("Kronos") B1 Corporate Family Rating, B1-PD Probability of Default Rating and the B2 rating on the existing senior secured notes due 2025 issued by Kronos International Inc. At the same time, Moody's has assigned a B2 rating to the new EURO senior secured notes (issued by Kronos International Inc.), which will be used to refinance a substantial portion of the existing EUR400 million senior secured notes. Kronos' Speculative Grade Liquidity ("SGL") Rating is downgraded to SGL-2 from SGL-1. The ratings outlook on both Kronos Worldwide, Inc. and Kronos International Inc. ("KII") remain negative. Governance consideration is a key driver for this rating action. RATINGS RATIONALE The company's announced exchange offer will extend its debt maturity, enhance the recovery value of secured notes holders, thereby bolstering its financial flexibility amid weak demand for TiO2. Kronos is seeking to exchange up to EUR325 million of its EUR400 million secured notes due September 2025 for up to EUR275 million new secured notes due in early 2029 plus a cash consideration, which will be largely funded by a EUR50 million unsecured term loan due in late 2029 from its majority owner—Contran Corporation. This exchange offer helps reduce Kronos' refinancing risk in 2025 and reflects Contra's support to Kronos at challenging times. While this exchange offer keeps Kronos' total debt unchanged at about EUR400 million, secured notes holders will benefit from their priority over Contran-funded unsecured debt. Moody's expects Kronos to lower its operating costs and improve its earnings and credit metrics in 2024 from the 2023 trough. As demand has been below historical norms for a number of quarters and destocking has largely cleared channel inventory, sales volumes should gradually improve. Lower energy costs compared to a year ago in Europe and cost reduction initiatives are also conducive to earnings improvement. However, slowing economies in Europe and China and high interest rates in the US continue to weigh on TiO2 demand from paints and coatings, plastics and paper industries. The negative outlook reflects Moody's view that Kronos' credit metrics will remain weak for the rating and a prolonged weakness in TiO2 demand poses risk to its good liquidity profile, which is critical to maintaining the rating. The downgrade to SGL-2 from SGL-1 reflects the uncertainty in stemming cash consumptions in 2024 and the refinancing needs of its $225 million undrawn revolver (unrated). The revolver will be due on the earlier of (1) April 2026 and (2) 90 days prior to the September 2025 maturity of the remaining Euro notes. Kronos has maintained a good liquidity profile, including a large cash balance of about $200 million and $225 million undrawn revolver at the end of 2023. Kronos' EBITDA decreased from $203 million in 2022 to about -$22 million in 2023 due to a drastic destocking in TiO2, reduced operating rates at close to 70% and high cost inventory. Moody's estimated about $120 million cash consumption in 2023. A prolonged weakness in TiO2 demand could weaken Kronos' liquidity, given the expected cash outflow of about $100 million in capital expenditure and interest expenses, as well as $88 million dividends which may be curtailed, in 2024. Fundamentally, Kronos benefits from its sizable market share in the TiO2 industry, production facilities for both sulfate and chloride technologies, geographic diversity with operations in North America and Europe, about 30% back integration into key raw material ilmenite. However, the highly cyclical TiO2 industry has kept Kronos' financial performance volatile, including a propensity for cash consumption and significant increases in financial leverage during cyclical troughs. Exports of TiO2 out of China has a negative effect on western markets as China's chloride capacity comes online over time and property sector slows. In addition, the company is exposed to the increasing costs of major feedstocks including rutile and ilmenite for the 70% non-integrated portion of its business operation. Kronos' rating has factored in the environmental, social and governance considerations. The highly negative Credit Impact Score (CIS-4) is mainly driven by the governance risk associated with the elevated financial debt and concentrated ownership. The company also faces high risk exposure to the environmental regulation given the storage, application and disposal of chlorine and sulfuric acid, water and air emissions. Social risk exposure is high due to workplace safety related to its operation of TiO2 production facilities and two ilmenite mines in Norway, as well as potential issues from its mostly unionized workforce in Europe. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A downgrade could be triggered by negative free cash flow in multiple quarters or less than $100 million of available liquidity. Upgrade is unlikely given the negative outlook. An upgrade would require a lower level of debt and more conservative financial policies, considering significant earnings volatility. Adjusted financial leverage below 2.5x and retained cash flow to debt above 20%, assuming mid-cycle TiO2 prices, would support an upgrade. Kronos Worldwide, Inc. ("Kronos"), headquartered in Dallas, TX, is a producer of titanium dioxide ("TiO2") pigments and is the fifth largest producer of TiO2 in the world. As of June 30, 2022, Valhi Inc. (NYSE: VHI) directly held approximately 50% of KRO's outstanding common stock and NL Industries, Inc. (NYSE: NL, 83% owned by VHI), held an additional 31% of KRO's common stock. Approximately 92% of Valhi's stock is held by Contran Corporation. Kronos operates six plants (four in Europe operated under Kronos International Inc. ("KII"), one in the U.S., one in Canada) and reported revenues of $1.6 billion for the twelve months ended September 30, 2023. The principal methodology used in these ratings was Chemicals published in October 2023. LAG SHOT: Ruediger Mueller of TCMI Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI, Inc. as Subchapter V trustee for Lag Shot, LLC. Mr. Mueller will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Mueller declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ruediger Mueller TCMI, Inc. 1112 Watson Court Reunion, FL 34747 Phone: (678) 863-0473 Fax: (407) 540-9306 Email: truste@tcmius.com About Lag Shot Lag Shot, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00034) on Jan. 9, 2024, with $500,001 to $1 million in assets and $500,001 to $1 million in liabilities. Judge Caryl E. Delano oversees the case. Michael R. Dal Lago, Esq., represents the Debtor as legal counsel. LAWRENCE COUNTY: Unsecureds to Split $15K in Subchapter V Plan -------------------------------------------------------------- Lawrence County Hospitality, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Plan of Reorganization under Subchapter V dated January 18, 2024. The Debtor was formed in 2018 and operated a business known as Stetar's Restaurant in Lawrenceburg, TN. Primarily, this is a family-oriented restaurant. The Debtor never fully recovered from the Covid-19 pandemic. During the stay at home protocol, it took a while for restaurants to recover post-Covid. The Debtor had to close the restaurant earlier this year because it could not continue forward with the existing cash commitments. With the repossession of the collateral by the Bank of Frankewing and the sale to the landlord, who generously renegotiated the lease, the Debtor is able to reorganize in a Chapter 11 proceeding. This Plan of Reorganization under Chapter 11 of the Code proposes to pay the creditors the Debtor from cash flow from business operations and future income of the Debtor. Class 6 shall consist of the allowed unsecured claims not entitled to priority and not expressly included in the definition of any other class. This class includes, without limitation, claims arising out of the rejection of any executory contact or unexpired lease, each allowed claim secured by a lien on property in which the Debtor has an interest to the extent that such claim is determined to be unsecured pursuant to Section 506(a) of the Bankruptcy Code, or unsecured by way of avoidance pursuant to Section 522(f) of the Bankruptcy Code, and each such claim of the class described in Section 507(a) of the Bankruptcy Code, to the extent that the allowed amount of such claim exceeds the amount which such claim may be afforded priority thereunder. The claims in this class shall be paid a pro-rate distribution of $15,000.00 commencing on the Effective Date of the plan, payable at the rate of $250.00 per month, until the total amount specified herein has been paid. The Debtor anticipates the funds to meet the plan payments shall come from the daily operations of the Debtor's restaurant. A full-text copy of the Subchapter V Plan dated January 18, 2024 is available at https://urlcurt.com/u?l=NkpPTk from PacerMonitor.com at no charge. Counsel to the Debtor: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Lawrence County Hospitality Lawrence County Hospitality, LLC is a company based in Lawrenceburg, Tenn., which conducts business under the name Stetar's Restaurant. Lawrence County Hospitality filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03820) on Oct. 19, 2023, with $179,172 in assets and $2,244,591 in liabilities. Mike Stetar, president and chief executive officer, signed the petition. Judge Marian F. Harrison oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz represents the Debtor as legal counsel. LUMEN TECHNOLOGIES: BlackRock, Inc. Has 15.1% Stake as of Dec. 31 ----------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2023, it beneficially owned 152,311,260 shares of common stock of Lumen Technologies, Inc., representing 15.1 percent of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/18926/000108636424001155/us5502411037_012224.txt About Lumen Technologies Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is an international facilities-based technology and communications company focused on providing its business and mass markets customers with a broad array of integrated products and services necessary to fully participate in its ever-evolving digital world. The Company's platform empowers its customers to swiftly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access and reduce costs -- allowing customers to rapidly evolve their IT programs to address dynamic changes. Lumen reported a net loss of $1.55 billion in 2022. Lumen incurred a net loss of $8.3 billion for the nine months ended Sept. 30, 2023. * * * As reported by the TCR on Aug. 24, 2023, Moody's Investors Service downgraded Lumen Technologies, Inc.'s corporate family rating to Caa1 from B2. Moody's said the downgrade reflects the Company's increasing financial risks and continued weak operating performance. Also in August 2023, S&P Global Ratings lowered its issuer credit rating on U.S.-based telecommunications service provider Lumen Technologies Inc. to two notches to 'CCC+' from 'B'. The two-notch downgrade reflects S&P's view that Lumen's capital structure is unsustainable longer term. S&P expects the Company's operating and financial performance will remain challenged for the next couple of years as its turnaround plan faces significant challenges. M & T REAL ESTATE: SkyBeam Says Disclosure Inadequate ----------------------------------------------------- SkyBeam Capital REIT, LLC, and objects to the M & T Real Estate Group II, Inc's Disclosure Statement and shows the court as follows: The Debtor failed to list the existence of a go fund me page wherein it solicited money to assist in its operation. Furthermore, the Debtor failed to list the civil action filed against SkyBeam in the U.S. District Court for the Northern District of Court for the Northern District of Georgia. Counsel for Movant: Richard B. Maner, Esq. RICHARD B. MANER, P.C. 180 Interstate N Parkway Suite 200 Atlanta, GA 30339 Tel: (404) 252-6385 Fax: (404) 252-6394 E-mail: rmaner@rbmlegal.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. MALLINCKRODT PLC: Hein Park Capital, 2 Others Report 5.07% Stake ---------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Hein Park Capital Management, LP and affiliated entities, Hein Park Capital Management GP, LLC and Courtney W. Carson, disclosed ownership of 999,335 shares, representing 5.07% of Mallinckrodt's Common Stock. The Reporting Persons disclosed that 779,335 of the Shares were acquired by the Hein Park Funds in connection with the emergence from bankruptcy proceedings of the Issuer and certain of its subsidiaries in exchange for cash and claims. The Reporting Persons subsequently acquired 220,000 shares of Common Stock in ordinary course in the over-the-counter market. A full-text copy of the report is available at http://tinyurl.com/8pnmfr8h About Mallinckrodt plc Mallinckrodt (OTCMKTS: MNKTQ) -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt in mid-June 2022 successfully completed its reorganization process, emerged from Chapter 11 and completed the Irish Examinership proceedings. Mallinckrodt Plc said in a regulatory filing in early June 2023 that it was considering a second bankruptcy filing and other options after its lenders raised concerns over an upcoming $200 million payment related to opioid-related litigation. Mallinckrodt plc and certain of its affiliates again sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on Aug. 28, 2023. Mallinckrodt disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Judge John T. Dorsey oversees the new cases. In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. In the new Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A., as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. Kroll is the claims agent. MARIO THE BAKER: Hires Gamberg & Abrams as Counsel -------------------------------------------------- Mario The Baker Downtown, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Gamberg & Abrams as counsel. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties in the continued management and operation of its business and properties; (b) attend meetings and negotiating with representatives of creditors and other parties, and advising the Debtor on the conduct of its case, including all of the legal and administrative requirements of operating in Chapter 11; (c) advise the Debtor on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (f) advise the Debtor regarding legal issues arising in or relating to its ordinary course of business; (g) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; (h) prepare legal papers; (i) negotiate and prepare a plan of reorganization, disclosure statement and all related documents, and taking any necessary action to obtain confirmation of such plan; (g) attend meetings with third parties and participating in negotiations; (k) appear before the bankruptcy court, any appellate courts, and the Office of the U.S. Trustee; and (l) perform all other necessary legal services for the Debtor. The firm will be paid at these rates: Thomas L. Abrams $500 per hour Jared L. Gamberg $450 per hour The firm received a retainer in the amount of $12,000. As disclosed in court filings, Gamberg & Abrams is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas L. Abrams, Esq. GAMBERG & ABRAMS 633 S. Andrews Avenue, #500 Fort Lauderdale, FL 33301 Tel: (954) 523-0900 Fax: (954) 915-9016 Email:tabrams@tabramslaw.com About Mario The Baker Downtown, Inc. Mario the Baker Downtown, Inc., is an Italian Restaurant with its operations in downtown Miami at 43 West Flagler Street, Miami, Florida. The Debtor filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 23-18594) on Oct. 20, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Laurel M. Isicoff oversees the case. Thomas L. Abrams, Esq., represents the Debtor as legal counsel. MASONIC HALL: Seeks to Hire Marc Voisenat, Esq. as Counsel ---------------------------------------------------------- Masonic Hall Association of Alameda seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Marc Voisenat, Esq., a practicing attorney in Alameda, Calif., to handle its Chapter 11 case. Mr. Voisenat will be paid at the rate of $500 per hour. In addition, the attorney will receive reimbursement for out-of-pocket expenses incurred. On December 20, 2023, the debtor paid Mr. Voisenat $3,000 and on December 22, 2023, the debtor paid Mr. Voisenat an additional $12,000 as an initial retainer. Mr. Voisenat disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mr. Voisenat holds office at: Marc Voisenat, Esq. 2329A Eagle Avenue Alameda, CA 94501 Tel: (510) 263-8664 Fax: (510) 272-9158 About Masonic Hall Association of Alameda Masonic Hall Association of Alameda, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 23-41719) on Dec. 29, 2023, disclosing under $1 million in both assets and liabilities. The Debtor hires Marc Voisenat, Esq. as legal counsel. MCCOY COUNSELING: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: McCoy Counseling, LLC d/b/a Argenta Counseling 513 Main Street North Little Rock, AR 72114 Business Description: The Debtor is a marriage and family therapist. Chapter 11 Petition Date: January 23, 2024 Court: United States Bankruptcy Court Eastern District of Arkansas Case No.: 24-10180 Judge: Hon. Phyllis M. Jones Debtor's Counsel: Kevin P. Keech, Esq. KEECH LAW FIRM, PA 2011 South Broadway Little Rock, AR 72206 Tel: 501 221 3200 Email: kkeech@keechlawfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kellee McCoy as member. 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/YVJWC2Y/McCoy_Counseling_LLC__arebke-24-10180__0001.0.pdf?mcid=tGE4TAMA MERCY HOSPITAL: Pensioners' Committee Taps HBM as Financial Advisor ------------------------------------------------------------------- The official committee of pensioners appointed in the Chapter 11 cases of Mercy Hospital, Iowa City, Iowa, and its affiliates received approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ HBM Management Associates, LLC as its financial advisor. The pensioners' committee requires a financial advisor to: (a) assess the Mercy Hospital Employees' Pension Plan; (b) work with the pensioners committee, its attorneys, and other professionals as necessary to assess causes of action available to the committee; (c) assess the Debtors' and other parties' proposed Bankruptcy Plan treatment of the pensioners' claims; (d) work with the committee, its attorneys, and other professionals as necessary to determine the options available to the pensioners; (e) analyze the Plan's historical performance, Statements of Net Assets Available for Benefits and Statements of Changes in Net Assets Available for Benefits; and work with Plan professionals to update the Plan's Financial Statements through the Debtors' proposed Plan Confirmation Date; and (f) other services as required and agreed upon with the Debtors. The firm's professionals will be paid at these hourly rates: Marc Ross $510 Harry Malinowski $510 Upon approval of HBM's retention by the court, the Debtors shall provide HBM with a $25,000 retainer. Marc Ross, a managing director at HBM, 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: Marc Ross HBM Management Associates, LLC 6 Elmwood Lane Syosset, NY 11791 Telephone: (732) 921-0921 Email: marc@hbmllc.net About Mercy Hospital, Iowa City, Iowa Mercy Hospital, Iowa City, Iowa is a Catholic-based Iowa nonprofit corporation and a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended) that operates an acute care community hospital and clinics located in Iowa City, Iowa and surrounding communities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 23-00623) on August 7, 2023. In the petition signed by Mark E. Toney, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Thad J. Collins oversees the case. The Debtors tapped Nyemaster Goode, P.C and McDermott Will & Emery LLP as bankruptcy co-counsel, Toneykorf Partners, LLC as provider of interim management services, H2C Securities Inc. as investment banker, and Epiq Corporate Restructuring, LLC as notice and claims agent. An official committee of pensioners was appointed in these Chapter 11 cases. The committee tapped Day Rettig Martin, P.C. as its legal counsel and HBM Management Associates, LLC as its financial advisor. MOMENTIVE PERFORMANCE: Moody's Alters Outlook on 'B1' CFR to Neg. ----------------------------------------------------------------- Moody's Investors Service has affirmed the ratings of Momentive Performance Materials Inc. including the Corporate Family Rating of B1, Probability of Default Rating at B1-PD and the Ba3 rating on the backed senior secured first lien term loan. The outlook has been changed to negative from stable. These actions reflect the downturn in margins and demand in 2023, as well as uncertainty over the time it will take to return credit metrics to levels that fully support the B1 rating. "New capacity in China along with a meaningful decline in demand present significant headwinds for silicone chemicals over the next few years; but Moody's know performance will improved in 2024 due to the absence of destocking and the flow through of lower raw material prices," stated John Rogers, Senior Vice President at Moody's and lead analyst on Momentive. RATINGS RATIONALE Momentive's B1 CFR is supported by its status as one of the largest silicone producers globally, the diversity of its end markets, including automotive, electronics, consumer and construction, and its more competitive production facilities. The rating is tempered by exposure to volatile raw materials and potential capacity additions by competitors. While Momentive has phased-out of its basic chemicals production and is expanding sales of value-added specialty silanes and urethane additives, its 2023 performance demonstrates the potential volatility in this industry when capacity additions are combined with a significant decline in demand from the construction sector. The increasing share of specialty products and potential synergies with KCC Corporation (KCC) should boost future earnings. Strong pricing, favorable demand and tight supply contributed to record EBITDA levels of $467 million and $455 million in 2021 and 2022, respectively. In the meantime, Momentive has enough liquidity to continue its business transformation and reinvest in specialty products. Momentive's rating remains constrained by its volaille earnings, exposure to the cyclical end markets, as well as the ongoing business restructuring and reinvestment to stay competitive in the global silicone industry. The company is exposed to the cyclical and competitive silicone industry that requires large capex and working capital consumption. The company's ongoing business restructuring also involve execution risks. The rating upgrade factors in KCC's strong support to Momentive given their close business links and economic ties. Moody's expects Momentive to prioritize business reinvestment, continue to work on business synergies with KCC and maintain prudent financial policy. KCC has strengthened its economic interest in and control over Momentive through asset injection, capital injections and guarantees since its initial acquisition of Momentive in 2019. KCC now controls 60.4% stake in Momentive, owns 49.8% share in the LP share of SJL's investment in the remaining 39.6% stake in Momentive, and guarantees Momentive's $839 million second-lien term loan. Momentive has become KCC's core subsidiary and accounts for the majority of KCC's profits. However, the future exit of SJL, a private equity firm, will likely require a recapitalization prior to the maturity of the term loan. Momentive's liquidity is supported by its cash balance of $95 million, expected positive free cash flow in the next 12 months and $111million availability under the $340 million ABL facility at the end of September 2023. The ABL facility has one a minimum fixed charge coverage ratio of 1.0x, which will be tested if its revolver availability falls below 10% of the borrowing base or $27.5 million. While the company is not expected to be able to meet this covenant over the next several quarters, it is unlikely to be tested. KCC's existing second-lien term loan agreement requires that KCC maintain a Debt/Equity of less than 2.2x. The negative outlook reflects Moody's uncertainty with the timing of a recovery in financial metrics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Rating upgrade is unlikely given current credit metrics, but it would be considered once free cash flow is consistently positive and adjusted debt/EBITDA is sustained below 4.0x, and the departure of SJL will not require a substantial increase in leverage. Momentive's ratings will be downgraded, if the company's adjusted debt/EBITDA increases above 5.0x or liquidity profile deteriorates with negative free cash flow or failure to refinance its term loans. A deterioration in KCC's ability and willingness to support Momentive's financial wellbeing would also have negative rating implication. ESG CONSIDERATIONS Momentive's highly negative credit impact score (CIS-4) mainly reflects the company's governance risks such as elevated debt leverage and the partial ownership by a private equity firm. The company also faces very high environmental risks due to the energy and water intensity of producing silicones, waste and pollution at its manufacturing facilities and environmental remediation requirements at its closed facilities. The company's exposure to social risks such as health and safety, responsible production is high, which is in line with the chemical sector. The company could also be subject to strikes or work stoppages by, or disputes with, labor unions. The principal methodology used in these ratings was Chemicals published in October 2023. MSS INC: Wins Cash Collateral Access Thru Feb 16 ------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized MSS Inc. d/b/a MSS-Ortiz Electrical Services to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, thru February 16, 2024. Prepetition, the Debtor incurred the following indebtedness in connection with the financing of its business operations: A. Truist Loan (Loan No. 0497). The Debtor, on February 23, 2018, executed and delivered to SUNTRUST BANK, predecessor-in-interest to TRUIST BANK a Promissory Note in the original principal amount of $150,000. The security interest in the Truist Collateral was perfected by the filing of a UCC-1 Financing Statement with the North Carolina Secretary of State, File No. 2018 00174966A. The Debtor paid, in full, the outstanding balance owed to Truist under the Truist Loan, from the proceeds generated by the FNB Loan. As a result, and on the Petition Date, there were no amounts due and owing by the Debtor pursuant to the Truist Loan. B. First National Loan (Loan No. 2786). Prepetition, the Debtor and other coobligors, executed and delivered to FIRST NATIONAL BANK OF PENNSYLVANIA, a Promissory Note dated July 26, 2023, in the original principal amount of $450,000, the principal amount of which was due and payable on January 26, 2025, with regularly monthly payments of accrued interest, at a rate equal to 8.25% per annum, and payable monthly commencing on August 26, 2023. Repayment and performance of the FNB Note was secured by a security interest, granted under a Security Agreement. The security interest of FNB, in the FNB Collateral, was perfected by the UCC Financing Statement filed with the North Carolina Secretary of State on August 15, 2023, File No. 20230102499C. The outstanding balance of the FNB Loan, as of August 14, 2023, was $431,504. C. McCorkle Loan. The Debtor executed and delivered to TOMMY JOE MCCORKLE, a Promissory Note dated March 8, 2023, in the original principal amount of $500,000, with interest accruing thereon at a rate equal to 2% per annum and payable on demand. Repayment of the McCorkle Note was secured by a Security Agreement, which granted McCorkle a security interest in personal property collateral. The security interest in the McCorkle Loan Collateral was perfected by the filing of a UCC Financing Statement with the North Carolina Secretary of State. The Cash Collateral Creditors will have (i) a continuing post-petition lien and security interest in all property and categories of property of the Debtor in which and of the same priority as each held as of the Petition Date, and the proceeds thereof. The Debtor will pay, as adequate protection, $50,000 to First National Bank of Pennsylvania in exchange for the continued interim use of cash collateral under the Order. It will be a default thereunder for any one or more of the following to occur: (a) the Debtor fails to comply with any terms or conditions of the Order; or (b) the Debtor uses cash collateral other than as permitted in the Order. A further hearing on the matter is set for February 14, 2024 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=2W3s3U from PacerMonitor.com. The Debtor projects $334,000 in total income and $278,787 in total operating expenses for the period from January 16 to February 16, 2024. About MSS Inc. MSS. Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02487) on August 28, 2023. In the petition signed by Matthew Filzen, vice president/chief operations officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC, represents the Debtor as legal counsel. MYRIE'S PETS: Wins Cash Collateral Access Thru Jan 30 ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Gainesville Division, authorized Myrie's Pets LLC to use cash collateral, on an interim basis, through the date of the final hearing set for January 30, 2024 at 10:30. The Debtor requires the use of cash collateral to fund critical operations. The Navy Federal Credit Union is directed to release the hold on the funds being held in the Debtor's accounts including the accounts ending in 6146, 4832, and 2505 instanter. To provide adequate protection for the Debtor's use of cash collateral, the Lenders, to the extent they hold a valid lien, security interest, or right of setoff as of the Petition Date under applicable law, are granted a valid and properly perfected replacement lien on all property acquired by the Debtor after the Petition Date, except that no such replacement lien will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. As additional adequate protection for Renasant Bank, the Debtor will make adequate protection payments of $1,364 per month to Renasant Bank on or before the 15th of each month. Beginning on January 19, 2024, the Debtor will provide Renasant Bank with a weekly report of the Debtor's inventory. Contemporaneously with submission to the United States Trustee, the Debtor will provide Renasant Bank with proof of insurance and all other documents required to be provided to the United States Trustee in connection with the Initial Debtor Interview. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=gEoVbC from PacerMonitor.com. The Debtor projects total outflows, on a weekly basis, as follows: $14,800 for the week ending January 22, 2024; and $10,500 for the week ending January 29, 2024. About Myrie's Pets LLC Myrie's Pets LLC operates a pet supply store and grooming salon in Buford, Georgia under the name Earthwise Pet. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-20025-jrs) on January 9, 2024. In the petition signed by Maria Myrie, sole member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge James R. Sacca oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, represents the Debtor as legal counsel. NASSAU BREWING: Unsecured Owed $1.3M to Get 18% in Plan ------------------------------------------------------- Nassau Brewing Company Landlord LLC submitted a Revised Chapter 11 Plan of Reorganization. After extensive negotiations, the Debtor entered into a proposed global settlement (the "Proposed Settlement") with its senior mortgage lender, Valley National Bank ("VNB") and its master tenant, Nassau Brewing Company Master Tenant LLC (the "Master Tenant") earlier this year providing for an agreed exit strategy to conclude this Chapter 11 case. The Proposed Settlement has been memorialized by the parties in a certain Term Sheet dated on or about April 18, 2023 (the "Term Sheet"), the material terms of which are incorporated under the Plan and will be implemented through the Plan and confirmation process based upon the anticipated sale of the Debtor's property. To the extent applicable, confirmation of the Plan shall be deemed approval of the Proposed Settlement for purposes of Bankruptcy Rule 9019(a). Contemporaneously herewith, the Debtor has entered into a Stalking Horse Contract to sell the Property for $18.25 million subject to competitive bidding as provided below. Thus, the Plan provides for the disposition of the Debtor's real property at 945 Bergen Street, Brooklyn, NY (the "Property") via a sale, in the first instance. The Property is ready for sale following the completion of renovations during the Chapter 11 case. The post-petition renovations were made possible by the funding of a super-priority DIP Loan by VNB and an affiliate of Churchill Real Estate Holdings LLC (CF-IF-2020-1 LLC) ("Churchill") in the total principal sum of $7,980,631.74 to complete the redevelopment. By virtue of the DIP financing, the Property is now fully redeveloped as a residential apartment building containing 38 units with about 6,000 square feet of commercial retail space, although additional work needs to be done to obtain a Temporary Certificate of Occupancy. The Debtor has begun leasing activity and is generating average monthly rents of approximately $120,000. In order to exit Chapter 11, the Debtor is implementing a toggle-type reorganization strategy developed over a period of many months based upon negotiations with VNB, Churchill and the Master Tenant. While the Plan provides for the remote possibility of a financing option (the "Refinancing"), the sale of the Property has been chosen by VNB as the best path forward. Thus, absent completely unforeseen events, the Property will be sold to implement the Plan under the sale option (directly with a third-party or by credit bid by VNB or through a transfer of membership interests of the Debtor, in each circumstance in a manner that preserves the historic tax credits (the "Historic Tax Credits")) (hereinafter the "Sale"). VNB has indicated that it intends to credit bid if a third-party sale cannot be achieved. As noted, the Debtor has obtained a signed sales contract (the "Stalking Horse Contract") with Goose Property Management, LLC or its designee (the "Stalking Horse") to sell the Property for $18,250,000 subject to competitive bids. The Historic Tax Credits shall be preserved under the Stalking Horse Contract after closing throughout the period commencing on the date of the last "qualified rehabilitation expenditure" for the Historic Tax Credits (i.e., December 31, 2022) and ending on the 5-year anniversary thereof (i.e., December 31, 2027) (the "HTC Compliance Period"). Likewise, the Debtor's prior assumption of the existing Master Lease Agreement dated December 21, 2018, as amended (the "Master Lease") between the Debtor, as landlord, and the Master Tenant (an entity that is 99% owned by Chase Community Equity, LLC, as the Historic Tax Credit investor (the "HTC Investor")), as master tenant, pursuant to Order dated September 13, 2023 (the "Lease Assumption Order") shall remain in place regardless of what option occurs. The assumption of the Master Lease allows the Debtor to preserve various Historic Tax Credits for the Property. In consideration for preservation of the Historic Tax Credits in the manner described in this Plan, and subject to the Property obtaining a Temporary Certificate of Occupancy ("TCO") and all requisite components thereof, including any of those required from the Office of Environmental Remediation for Master Tenant to operate and lease the Property, the Master Tenant shall pay the Debtor's estate the sum of $3.5 million (as may be adjusted to give credit for various considerations described in the Term Sheet, including the satisfaction of various contingencies described in this Plan) to help fund the Debtor's obligations hereunder. Some or all of the cash payment shall be held as a component of Available Cash under the Plan. Such cash payment by Master Tenant is contingent upon: (1) completion of 2021 and 2022 tax returns for the Debtor, including the pass-through election relating to the Historic Tax Credits to be filed as part of the 2022 tax returns for the Debtor, as reviewed and approved by Master Tenant, (2) completion of the final "cost certification" from Cohn Reznick LLP for the Historic Tax Credits (the "HTC Cost Certification"), with certified Historic Tax Credit eligible "qualified rehabilitation expenditures" of at least the amount shown in the draft "cost certification" provided to the Master Tenant, and (3) finalization and execution of the Master Tenant Assignment and Assumption Agreement that is contemplated by the Lease Assumption Order (collectively, the "Master Tenant's Conditions"). The Debtor remains confident that a Sale can be achieved in light of the executed Stalking Horse Contract. The Debtor has retained the brokerage firm of Cushman and Wakefield Realty of Brooklyn pursuant to Order dated July 5, 2023, which is actively marketing the Property and obtained the Stalking Horse. The marketing and Sale process shall continue to run in tandem with proceedings to consider approval and confirmation of the Plan. As an alternative, although it is extremely unlikely to occur, the Debtor could still pursue a potential refinancing of the Property (to be employed in the event that a consensual sale cannot be achieved). The goal of a refinancing would be to generate sufficient proceeds to pay the DIP Loan in full, together with allowed Administrative Expenses, Priority Real Estate Tax claims and establish a general creditor fund of $250,000. The balance of a refinancing would then go to repay VNB on account of its pre-petition debt in the sum of $17,667,972.51 with VNB to retain a subordinate lien against the Property (post-confirmation) to secure its deficiency claim. For purposes of the Plan, however, VNB has waived any entitlement to share in the Creditor Fund on account of its deficiency claim. Class 4 consists of all General Unsecured Claims against the Debtor, including all mechanic's liens, and the claims of vendors and service providers and the Allowed Claim of Master Tenant in the sum of $201,585.30 arising from the Lease Assumption Order. Because the Property likely has a current value of less than the total pre-petition and post-petition mortgage debt, any outstanding judgments and mechanic's liens are deemed fully undersecured and, therefore, are included as part of the Class 4 General Unsecured Claims. The holders of Allowed Class 4 General Unsecured Claims will receive a pro rata cash distribution from the General Creditor Fund. The pro rata distribution will be paid no later than 40 days after the Effective Date in full settlement of all Class 4 Claims. If a Class 4 General Unsecured Claim is subject to an objection filed on or before the Claim Objection Date, then a separate reserve will be established by the Disbursing Agent in an amount sufficient to pay the allocable pro rata share of the disputed Class 4 Claim, should such Claim become an Allowed Claim pursuant to Final Order or agreement with the Debtor. The Debtor projects that Allowed Class 4 General Unsecured Claims (excluding any undersecured deficiency claims held) held by VNB will aggregate approximately $1,380,365 with a projected pro rata dividend of at least 18%, if not more, depending on the final claims reconciliation. Class 4 is impaired. The Plan shall be implemented by the Debtor on a coordinated basis with VNB, Churchill and the Master Tenant based, in all likelihood, on the Sale option. Even before receipt of a Stalking Horse Contract, VNB has elected the Sale option. Sale Option. The parties shall cooperate in the implementation of a Sale, pursuant to agreed bid procedures which will govern the terms of an auction of the Property and provide for the payment of incentives to the stalking horse bidder, including a reasonable break-up fee to be paid from sale proceeds. The Debtor is formulating conventional bidding and sale procedures to conduct the auction sale of the Property based upon the Stalking Horse Contract (subject to assumption of the Master Lease and sale of the Property) pursuant to 11 U.S.C. ss 363(b) and (f) and 1123(a)(5) free and clear of all claims, liens, taxes and interests (the "Sale Procedures"). Notwithstanding the foregoing, the Sale Procedures shall require that any acceptable bid include (1) recognition of the prior assumption of the Master Lease; (2) the assignment of the Master Lease to the buyer; and (3) non-disturbance of the Master Lease for the remainder of the HTC Compliance Period, including by any lender providing debt in connection with such Sale. Final approval of a Sale shall be sought in conjunction with hearings to confirm the Plan, with a closing to occur following entry of the Confirmation Order. Unlikely Refinancing Option. In the most unlikely event that the Refinancing Option becomes necessary (which again is not anticipated since VNB has announced it will credit bid if necessary), the parties shall cooperate in the negotiation, drafting and execution of applicable loan documents as required by the exit lender (the "Mortgage Loan Documents") including a subordination agreement and agreement to modify the terms of the VNB prepetition indebtedness in in form and substance reasonably acceptable to VNB which will provide for subordination of any deficiency owed in connection with VNB's prepetition indebtedness and modification of the terms thereof (the "Subordination Agreement" and together with the Mortgage Loan Documents, the "Loan Documents"). The Loan Documents shall provide for the refinancing of the DIP Loan, payment of some or all of VNB's pre-petition indebtedness, and payment of administrative, priority and general unsecured claims as provided herein. The Loan Documents shall also provide for the preservation of the Historic Tax Credits and recognize the assumption of the Master Lease, which will be accomplished by lender entering into a Subordination, Non-Disturbance and Attornment Agreement acceptable to Master Tenant that provides, in part, non-disturbance of the Master Lease and prohibition against certain actions that could reasonably result in a recapture of the Historic Tax Credits, in each case for the duration of the HTC Compliance Period. Attorneys for the Debtor: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave., 12th Fl. New York, NY 10017 Tel:(212) 221-5700 A copy of the Plan of Reorganization dated Jan. 10, 2024, is available at https://tinyurl.ph/gxCpn from PacerMonitor.com. About Nassau Brewing Company Landlord Nassau Brewing Company Landlord, LLC is a New York limited liability company organized in 2015 to acquire a property at 945 Bergen Ave., Brooklyn, N.Y. Nassau Brewing Co. filed a petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-41852) on July 16, 2021, with $10 million to $50 million in both assets and liabilities. Sean Rucker, manager, signed the petition. Judge Jil Mazer-Marino handles the case. Goldberg Weprin Finkel Goldstein, LLP, led by Kevin J. Nash, Esq., serves as the Debtor's legal counsel. NEXTPLAY TECHNOLOGIES: Appeals Nasdaq's Delisting Letter -------------------------------------------------------- NextPlay Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company received a notice from The Nasdaq Stock Market LLC indicating that, as a result of an additional delinquency in the timely filing of the Company's Form 10-Q for the period ended Nov. 30, 2023, as well as not having timely filed the First Form and Second Form 10-Q and Form 10-K, the Company remains out of compliance with the Rule which requires timely filing of all required periodic financial reports with the Commission. The Company has appealed against the delisting notice and a hearing is scheduled with NASDAQ on Feb. 27, 2024, to determine the listing status of the Company. There can be no assurance that Nasdaq will accept the Company's updated plan to regain compliance or that the Company will be successful in implementing its plan to regain compliance with the Rule, by filing all the Regular Reports with the Commission. On June 6, 2023 and July 19, 2023, Oct. 28, 2023, respectively, the Company received notification letters from Nasdaq advising the Company that it was not in compliance with Nasdaq's continued listing requirements under Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended Feb. 28, 2023 and its Quarterly Report on Form 10-Q for its fiscal quarter ended May 31, 2023 and Aug. 31st, 2023, respectively. About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay reported a net loss of $40.41 million for the year ended Feb. 28, 2022, compared to a net loss of $1.63 million for the period from March 6, 2020 to February 28, 2021. As of Nov. 30, 2022, the Company had $103.85 million in total assets, $57.90 million in total liabilities, and $45.95 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 17, 2022, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. On Jan. 18, 2024, the Company received a notice from Nasdaq indicating that, as a result of an additional delinquency in the timely filing of the Company's Form 10-Q for the period ended Nov. 30, 2023, as well as not having timely filed the First Form and Second Form 10-Q and Form 10-K, the Company remains out of compliance with the Rule which requires timely filing of all required periodic financial reports with the Commission. NEXTPLAY TECHNOLOGIES: Inks $2 Billion Convertible Loan Agreement ----------------------------------------------------------------- NextPlay Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on Jan. 22, 2024, that the Company executed a convertible loan agreement with an investor for proceeds of US$2.0 billion. The Convertible Loan Agreement, signed on Oct. 28, 2023, is convertible only into common shares of Nextbank International, Inc., the Company's 100% owned banking subsidiary, at a conversion price that that would value NextBank at US$65 million. Conversion is subject to approval of NextBank's regulator. According to the Company, there is no assurance that the deal will close successfully. The Convertible Loan Agreement is secured by NextBank shares and will not be secured by shares of any other of the Company's subsidiaries or affiliates, assets or liabilities. The Investor has also agreed to a breakup fee of US$2.0 million should it fail to fund the Agreement. About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay reported a net loss of $40.41 million for the year ended Feb. 28, 2022, compared to a net loss of $1.63 million for the period from March 6, 2020 to February 28, 2021. As of Nov. 30, 2022, the Company had $103.85 million in total assets, $57.90 million in total liabilities, and $45.95 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 17, 2022, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. On Jan. 18, 2024, the Company received a notice from Nasdaq indicating that, as a result of an additional delinquency in the timely filing of the Company's Form 10-Q for the period ended Nov. 30, 2023, as well as not having timely filed the First Form and Second Form 10-Q and Form 10-K, the Company remains out of compliance with the Rule which requires timely filing of all required periodic financial reports with the Commission. NGL ENERGY: Moody's Rates New $2.1BB Secured First Lien Notes 'B2' ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to NGL Energy Operating LLC's (NGL OpCo) proposed $2.1 billion senior secured first-lien notes. NGL OpCo is a wholly owned subsidiary of NGL Energy Partners LP (NGLEP or NGL Energy), and there were no changes to NGLEP's B2 corporate family rating or the stable outlook. This debt offering is consistent with Moody's prior expectations stated in the press release dated January 17, 2024. Net proceeds will be used to refinance existing debt. RATINGS RATIONALE The proposed secured notes were rated B2 given they will rank pari passu with the company's $700.0 million backed senior secured first-lien term loan B (rated B2) that is currently being marketed and expected to be entered into concurrently with this offering of notes. The notes and the term loan will have the same subsidiary guarantee and pledge of collateral. NGLEP's B2 CFR is restrained by its complex capital structure that includes high-coupon cumulative preferred stocks, still sizable debt load and associated interest costs, and the company's prior history of aggressive acquisitions and financial policies. The rating also reflects the inherent volatility and seasonality in NGLEP's working capital requirements and the high volumetric risks across all its business segments. NGLEP's businesses have performed more consistently since 2021 leading to increasing free cash flow generation and meaningful debt reduction. Management plans to apply all near term free cash flow to reduce debt and repurchase preferred shares with a goal to permanently delever the business. NGLEP's primary strengths include its significant scale, diversified midstream operations across several key US hydrocarbon basins, fee-based business model, and large and growing water solutions business in the Delaware Basin. The stable outlook reflects Moody's expectation of continued good operational execution and steady debt reduction through 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if NGLEP further reduces debt, financial leverage and outstanding preferred dividends, and delivers consistent free cash flow. More specifically, an upgrade could be considered if the company sustains the debt/EBITDA ratio below 4x while making substantial progress towards reducing preferred arrearages. The ratings could be downgraded if the debt/EBITDA ratio rises above 5x or the EBITDA/interest ratio falls below 3x. Weak liquidity and leveraging acquisitions or shareholder distributions would also negatively impact ratings. NGL Energy Partners LP is a midstream Master Limited Partnership headquartered in Tulsa, Oklahoma. The principal methodology used in these ratings was Midstream Energy published in February 2022. OCEANVIEW DEVELOPMENT: Hires Peter K. Matsumoto as Accountant ------------------------------------------------------------- Oceanview Development LLC seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to employ Peter K. Matsumoto, CPA as accountant. Mr. Matsumoto will assist the Debtor with accounting and bookkeeping advice, assist the Debtor with preparing financial reports and other reports necessary for the monthly operating reports. The firm will be paid at the rate of $220 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Matsumoto 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: Peter K. Matsumoto, CPA P.O. Box 26479 Honolulu, HI 96825 Tel: (808) 371-9394 About Oceanview Development LLC Oceanview Development LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Haw. Case No. 23-00842) on October 18, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Choi & Ito. OUTLOOK THERAPEUTICS: Receives FDA Agreement Under SPA ------------------------------------------------------ Outlook Therapeutics, Inc. announced that it has received written agreement from the FDA under a Special Protocol Assessment (SPA) for the NORSE EIGHT clinical trial protocol evaluating ONS-5010 in neovascular age-related macular degeneration (AMD) subjects. Additionally, Outlook Therapeutics entered into securities purchase agreements with certain institutional and accredited investors for up to $172 million in gross proceeds to fund the advancement of ONS-5010. "The SPA increases our confidence that ONS-5010, if approved, will more effectively meet the needs of retina surgeons, patients and payers in the $9.5 billion ophthalmic anti-VEGF market in the United States, and the financing represents a significant commitment by our new and existing stockholders to advance this important development program," commented Russell Trenary, president and chief executive officer. "We believe that the funds we expect to receive in this financing will position Outlook Therapeutics to support the ONS-5010 development pathway through potential FDA approval and launch." The FDA has reviewed and agreed upon the NORSE EIGHT trial protocol pursuant to the SPA. If the NORSE EIGHT trial is successful, it would satisfy the FDA's requirement for a second adequate and well-controlled clinical trial to address fully the clinical deficiency identified in the Complete Response Letter (CRL). NORSE EIGHT will be a randomized, controlled, parallel-group, masked, non-inferiority study of approximately 400 newly diagnosed, wet AMD subjects randomized in a 1:1 ratio to receive 1.25 mg ONS-5010 or 0.5 mg ranibizumab intravitreal injections. Subjects will receive injections at Day 0 (randomization), Week 4, and Week 8 visits. The primary endpoint will be mean change in BCVA from baseline to week 8. Outlook Therapeutics expects NORSE EIGHT topline results and resubmission of the ONS-5010 BLA by the end of calendar year 2024. In addition, through a Type A meeting and additional interactions, Outlook Therapeutics has identified the approaches needed to resolve the chemistry, manufacturing and controls comments in the CRL. Outlook Therapeutics is working to address the open items and expects to resolve these comments prior to the expected completion of NORSE EIGHT. Private Placements Additionally, Outlook Therapeutics announced that it has entered into a definitive securities purchase agreement with certain institutional and accredited investors to purchase shares of common stock and accompanying warrants in a private placement, the closing of which is conditioned upon stockholder approval of the transaction and certain other corporate actions, expected in the first quarter of 2024. The private placement is expected to provide up to $60 million in gross proceeds at closing, before deducting placement agent fees and offering expenses. In addition, Outlook Therapeutics will have the potential to receive additional gross proceeds of up to $99 million upon the full cash exercise of the warrants being issued in the private placement, before deducting placement agent fees and offering expenses. The warrants include a feature that allows Outlook Therapeutics to require cash exercise if certain stock price and milestone conditions are met. At the 2024 annual meeting, Outlook Therapeutics' stockholders will be asked to approve, among other items, (i) an authorized share capital increase and (ii) a reverse stock split, each of which must be implemented prior to closing of the private placement, as well as (iii) approval of the private placement under for Nasdaq Rule 5635(d). GMS Ventures and Syntone Ventures, Outlook Therapeutics' largest stockholders, as well as its directors, have entered into support agreements pursuant to which they have agreed to vote in favor of these proposals. The private placement is being led by Great Point Partners, LLC, with participation from existing investor GMS Ventures as well as new investors Altium Capital, Armistice Capital, Caligan Partners LP, Schonfeld Strategic Advisors, Sphera Healthcare, Velan Capital, Woodline Partners LP, and an undisclosed life sciences dedicated investor. BofA Securities and BTIG are acting as co-placement agents in connection with the financing. Outlook Therapeutics also entered into a securities purchase agreement with Syntone Ventures, another existing stockholder, to purchase $5 million in shares of common stock and warrants on the same terms as the private placement, subject to receipt of requisite approvals in addition to the necessary corporate action items described above. Outlook Therapeutics intends to use the net proceeds from the financings to fund its ONS-5010 clinical development programs, including to initiate and fund the planned NORSE EIGHT clinical trial, and for working capital and other general corporate purposes. Convertible Note Extension In addition, on Jan. 22, 2024, Outlook Therapeutics reached an agreement with the holder of its outstanding convertible promissory note to extend the maturity until July 1, 2025, subject to certain conditions, including receipt of at least $25.0 million of proceeds from an equity offering and reduction of the conversion price on $15.0 million aggregate principal amount of the note. The offer and sale of the foregoing securities are being made by Outlook Therapeutics in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the Act), and/or Regulation D promulgated thereunder, and such securities have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Outlook Therapeutics incurred a net loss of $58.98 million for the year ended Sept. 30, 2023, compared to a net loss of $66.05 for the year ended Sept. 30, 2022. As of Sept. 30, 2023, the Company had $32.30 million in total assets, $46.74 million in total liabilities, and a total stockholders' deficit of $14.44 million. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 22, 2023, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit, that raise substantial doubt about its ability to continue as a going concern. PARADISE REDEVELOPMENT: S&P Withdraws 'D' Long-Term Bond Rating --------------------------------------------------------------- S&P Global Ratings withdrew its 'D' long-term rating on Paradise Redevelopment Agency, Calif.'s outstanding tax increment allocation bonds. "This withdrawal follows the downgrade to 'D' in June 2023 due to a payment default on the 2009 refunding bonds due June 1, 2023. A subsequent default occurred on Dec. 1, 2023," said S&P Global Ratings credit analyst Krystal Tena. PEGASUS HOME: Unsecureds Owed $14M to Get 1% of Their Claims ------------------------------------------------------------ Judge Mary F. Walrath has entered an order approving the Combined Disclosure Statement and Plan of PHF, Inc., et al. on an interim basis for solicitation purposes only. To be counted as votes to accept or reject the Combined Disclosure Statement and Plan, a Ballot must be properly executed and delivered so that it is actually received no later than 4:00 p.m. (prevailing Eastern Time) on Feb. 12, 2024 (the "Voting Deadline"). The Confirmation Hearing is scheduled for Feb. 20, 2024 at 11:30 a.m. (prevailing Eastern Time). Objections to approval and confirmation of the Combined Disclosure Statement and Plan on any grounds, including adequacy of the disclosures, if any, must be filed and served by no later than 4:00 p.m. (prevailing Eastern Time) on Feb. 12, 2024. The Debtors and any other party in interest may, file a reply to any objections or brief in support of approval of the Combined Disclosure Statement and Plan by no later than 4:00 p.m. (prevailing Eastern Time) on Feb. 15, 2024 (or one (1) business days prior to the date of any adjourned Confirmation Hearing). The deadline to file objections to proofs of Claim for voting purposes only will be Jan. 23, 2024 at 4:00 p.m. (prevailing Eastern Time) (the "Deadline to Object to Claims for Voting Purposes Only"). The deadline for filing and serving a Rule 3018(a) Motion will be Jan. 30, 2024 at 4:00 p.m. (prevailing Eastern Time). The deadline to respond to any timely filed Rule 3018(a) Motion will be Feb. 15, 2024 at 4:00 p.m. (prevailing Eastern time). Combined Disclosure Statement and Joint Chapter 11 Plan PHF, Inc., et al. submitted a Combined Disclosure Statement and Joint Chapter 11 Plan. The Debtors propose the following combined Disclosure Statement and Plan for the liquidation of the Debtors' remaining Assets and distribution of the proceeds of the Sale and the remaining Assets to the Holders of Allowed Claims against the Debtors as set forth herein. Each Debtor is a proponent of the Plan within the meaning of Bankruptcy Code section 1129. Shortly prior to the Petition Date, SSG began a formal marketing process for the sale of the Debtors' assets, both on an integrated basis as well as on a business line basis. As part of these efforts, SSG crafted detailed marketing materials and assembled related diligence information for a confidential electronic data room (the "Data Room") and a confidential information presentation with the assistance of the Debtors and their other professional advisors. On August 25, 2023, the Debtors filed a motion (the "Bidding Procedures Motion") seeking authority to proceed with a bidding and auction process to consummate a sale or series of sales (the "Sale Process") that the Debtors expected would generate maximum value for their assets. To facilitate the Sale Process, the Debtors, in consultation with SSG and their other professional advisors, proposed certain customary bidding procedures (the "Bidding Procedures") to preserve flexibility in the Sale Process, generate the greatest level of interest in the Debtors' assets, and result in the highest or otherwise best value for those assets. Given the Debtors' liquidity situation at the outset of the Chapter 11 Cases, the Debtors believed that a timely sale of their assets would maximize value to the greatest extent possible under the circumstances of these Chapter 11 Cases, and generate the highest possible recoveries in the most efficient and expeditious manner possible, which would inure to the benefit of the Debtors' creditors and other stakeholders. The Debtors also believed that it would ensure, to the benefit of their estates, that the market had certainty around the parameters of the Sale Process. The Debtors, in consultation with SSG and their other professional advisors, worked extensively to implement a robust and expeditious Sale Process. On September 28, 2023, the Bankruptcy Court entered the Bidding Procedures Order, approving the Bidding Procedures and establishing, among other things, October 24, 2023, as the bid deadline, October 27, 2023, as the auction date, to the extent applicable, and November 2, 2023, as the hearing to approve the Sale. In accordance with the Bidding Procedures Order, the Sale Notice was published in the national edition of USA Today on October 17, 2023. The Stalking Horse Agreement served as the baseline for all prospective bidders to negotiate from, and was subject to higher or otherwise better bids for the Assets pursuant to the Bidding Procedures. Throughout the Sale Process, SSG continuously engaged with interested parties. SSG contacted over 222 interested parties and circulated teasers and non-disclosure agreements to the interested parties. Ultimately, 26 parties executed non-disclosure agreements and were granted access to the Data Room. However, despite SSG's efforts, no Qualified Bids other than the Stalking Horse Agreement were received prior to the Bid Deadline, therefore the Auction was cancelled, and the Stalking Horse Purchaser was declared the successful bidder. The Bankruptcy Court held a hearing and approved the Sale on November 9, 2023, and entered the order approving the Sale on November 13, 2023. The Sale closed on December 1, 2023. At or following the Sale closing, the DIP Loan Claims were deemed satisfied in full by virtue of the Stalking Horse Purchaser's (i) credit bid of all amounts owed under the DIP Term Loan Facility and (ii) payment to the DIP Revolver Administrative Agent in full and final satisfaction of all amounts outstanding under the DIP Revolver Facility. Under the Plan, Class 4 General Unsecured Claims total $14,248,679.59 and will recover 1% of their claims. Unless the Holder agrees to a different treatment, each Holder of a General Unsecured Claim will receive, upon payment in full of the Investigation Fund Repayment and after payment of any Liquidation Trust Expenses, and, such Holder's pro rata share of 40% of the liquidated value of the Distributable Liquidation Trust Assets until all Class 4 Unsecured Claims are paid in full. For the avoidance of doubt, Distributions to Holders of Allowed Class 4 General Unsecured Claims will occur concurrently with the 60% Distribution described in section 7.3(ii) of this combined Disclosure Statement and Plan. Class 4 is impaired. "Distributable Liquidation Trust Assets" means the Liquidation Trust Assets, less the Liquidation Trust Funding. For the avoidance of doubt, except as otherwise expressly provided by this Plan or the Confirmation Order, Holders of Allowed Claims in Class 3, Class 4, and Class 5 shall only be entitled to a distribution on any Allowed Claims from the Distributable Liquidation Trust Assets. The Plan will be implemented by, among other things, the establishment of the Liquidation Trust, the vesting in and transfer to the Liquidation Trust of the Liquidation Trust Assets, and the making of Distributions by the Liquidation Trust in accordance with the Plan and Liquidation Trust Agreement. On the Effective Date or as soon thereafter as is reasonably practicable, the Liquidation Trustee, under the oversight of the Oversight Committee shall wind-up the affairs of the Debtors. Upon completion of the winding-up of the Debtors' affairs and without the need for any corporate action or approval and without the need for any corporate filings, the Liquidation Trustee shall dissolve the Debtors and neither the Debtors nor the Liquidation Trustee shall be required to pay any taxes or fees to cause such dissolution. The Liquidation Trust shall bear the cost and expense of the wind-up of the affairs of the Debtors, if any, and the cost and expense of the preparation and filing of the final tax returns for the Debtors. The Liquidation Trust shall be established for the purpose of: (i) liquidating the Liquidation Trust Assets; (ii) reconciling and objecting to Claims, as provided for in the Plan; and (iii) making Distributions to the Beneficiaries in accordance with the Global Settlement and Treasury Regulation section 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidation Trust. Counsel for the Debtors and Debtors in Possession: Michael R. Nestor, Esq. Kenneth J. Enos, Esq. S. Alexander Faris, Esq. Kristin L. McElroy, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King St. Wilmington, DE 19801 Tel: (302) 571-6000 Fax: (302) 571-1253 E-mail: mnestor@ycst.com kenos@ycst.com afaris@ycst.com kmcelroy@ycst.com A copy of the Order dated Jan. 10, 2024, is available at https://tinyurl.ph/ChzXo from document.epiq11.com, the claims agent. A copy of the Combined Disclosure Statement and Joint Chapter 11 Plan dated Jan. 10, 2024, is available at https://tinyurl.ph/bvaVX from document.epiq11.com, the claims agent. About Pegasus Home Fashions Pegasus Home Fashions Inc., is a manufacturer of house furnishing products based in Elizabeth, N.J. Pegasus and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11236) on Aug. 24, 2023. In the petition filed by its chief executive officer, Timothy Boates, Pegasus reported $100 million to $500 million in both assets and liabilities. The Debtors tapped Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; SSG Advisors, LLC as investment banker; Reindeer Consulting Group, LLC as tax consultant; Prager Metis CPAs, LLC as tax preparer and tax services provider; and Timothy Boates of RAS Management Advisors, LLC as interim chief executive officer. Epiq Corporate Restructuring, LLC serves as the Debtors' administrative advisor and notice, claims, solicitation and balloting agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Lowenstein Sandler, LLP and Morris James, LLP serve as the committee's bankruptcy counsel and Delaware counsel, respectively. PHUNWARE INC: Registers Additional 11 Million Shares Under 3 Plans ------------------------------------------------------------------ Phunware, Inc. filed with the Securities and Exchange Commission a registration statement on Form S-8 for the purpose of registering the offer and sale of an additional annual increase of 9,628,600 shares of common stock of the Company, par value $0.0001 per share, issuable to eligible persons under the Phunware, Inc. 2018 Equity Incentive Plan, as amended, an additional annual increase of 818,824 shares of Common Stock, issuable to eligible persons under the Phunware, Inc. 2018 Employee Stock Purchase Plan, 600,000 shares of Common Stock, issuable to a grantee under the Phunware, Inc. 2023 Inducement Plan and 600,000 shares of Common Stock, issuable to a grantee under the Phunware, Inc. 2023B Inducement Plan. The number of shares of Common Stock reserved and available for issuance under the 2018 Plan is subject to an automatic annual increase on each January 1st, by an amount equal to five percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st or such lesser number of shares of Common Stock as approved by the Administrator (as defined in the 2018 Plan). Accordingly, on Jan. 1, 2024, the number of shares of Common Stock reserved and available for issuance under the 2018 Plan increased by 9,628,600 shares. The number of shares of Common Stock reserved and available for issuance under the 2018 ESPP is subject to an automatic annual increase on each January 1st, by the lesser of (i) 818,824 shares of Common Stock, (ii) one and one-half percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st, or (iii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in the 2018 ESPP). Accordingly, on Jan. 1, 2024, the number of shares of Common Stock reserved and available for issuance under the 2018 ESPP increased by 818,824 shares. The above described additional shares reserved and made available for issuance under the 2018 Plan and 2018 ESPP are of the same class as other securities relating to the 2018 Plan and the 2018 ESPP for which the Company's registration statements on Form S-8 filed by the Company with the SEC on April 29, 2019 (File No. 333-231104), Jan. 29, 2020 (File No. 333-236145), Jan. 5, 2021 (File No. 333-251903), Jan. 14, 2022 (File No. 333-262168) and Jan. 6, 2023 (File No. 333-269155) are effective. Accordingly, the contents of the Prior Registration Statements relating to the 2018 Plan and the 2018 ESPP, including periodic reports that the Company filed after the Prior Registration Statements to maintain current information about the Company, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8. On June 30, 2023, the Company's board of directors adopted the Phunware, Inc. 2023 Inducement Plan pursuant to which the Company reserved 600,000 shares of Common Stock to be used exclusively for a grant of equity-based awards to an individual who was not previously an employee or director of the Registrant, as an inducement material to the individual's entry into employment with the Registrant within the meaning of Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market. The Inducement Plan provides for the grant of equity-based awards in the form of non-statutory stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards. The Inducement Plan was adopted by the Company's board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market. On Nov. 10, 2023, the Company's board of directors adopted the Phunware, Inc. 2023B Inducement Plan pursuant to which the Registrant reserved 600,000 shares of Common Stock to be used exclusively for a grant of equity-based awards to an individual who was not previously an employee or director of the Company, as an inducement material to the individual's entry into employment with the Registrant within the meaning of Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market. The Inducement Plan provides for the grant of equity-based awards in the form of non-statutory stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards. The Inducement Plan was adopted by the Registrant's board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Marketplace Rules of the Nasdaq Stock Market. A full-text copy of the Registration Statement is available for free at: https://www.sec.gov/Archives/edgar/data/1665300/000162828024001867/phun-20240117xformsx8.htm About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions, and services necessary to engage, manage, and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $50.89 million for the year ended Dec. 31, 2022, compared to a net loss of $53.52 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $27.81 million in total assets, $21.26 million in total liabilities, and $6.55 million in total stockholders' equity. Houston, Texas-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In its Quarterly Report for the three months ended Sept. 30, 2023, Phunware reported that for the nine months ended September 30, 2023, the Company incurred a net loss of [$29,772,000] used [$15,869,000] in cash for operations and have a working capital deficiency of [$12,721,000]. These conditions raise substantial doubt about the Company's ability to meet its financial obligations as they become due. PROFRAC HOLDINGS: S&P Stays 'B' ICR on New M&G Modifier Assessment ------------------------------------------------------------------ S&P Global Ratings retained its ratings on Texas-based ProFrac Holdings LLC., including its 'B' issuer credit rating, following the assignment of the new M&G assessment. S&P Global Ratings assigned a new M&G modifier assessment of moderately negative to ProFrac. The action follows the revision to S&P's criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can affect an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. S&P's M&G assessment of moderately negative points to certain management and governance weaknesses that weigh down creditworthiness for ProFrac. This includes the Wilks family's voting control of the company's common stock and the right to appoint up to three of six board members. The assessment also reflects the company's limited track record as a public company under its current organizational structure. All other ratings on ProFrac are unchanged. S&P said, "The stable outlook reflects our expectation that, following the recent refinancing transaction, ProFrac does not have material near-term maturities. We anticipate the company's performance will benefit from recent efforts to improve operating efficiency and that demand for well completions will remain generally stable over the next 12 months. We forecast FFO to debt will increase to at least 60% in 2024 (from about 45% in 2023) while debt to EBITDA decreases to about 1x (from about 1.6x in 2023)." S&P could lower its ratings on ProFrac over the next 12 months if the company's FFO to debt declined below 30% on a sustained basis or if liquidity weakened. This could occur if: -- Demand conditions weakened, leading to lower-than-expected cash flow generation; -- Operating efficiency initiatives did not result in a meaningful improvement to profitability; or -- The company pursued significant debt-funded acquisitions or shareholder distributions. S&P could raise its ratings on ProFrac over the next 12 months if the company's FFO to debt improved above 60% on a sustained basis, and it reduced the amount outstanding on its asset-based lending revolving credit facility while maintaining adequate liquidity. This could occur if: -- Oil and gas exploration and production companies increased capital spending more than we currently expect, increasing demand for well completions; or -- Improved asset utilization raised profitability more than expected. S&P would also need to better understand the results of the company's strategic review of its proppant segment in order to raise the rating. PROPERTY ADVOCATES: April 10 Disclosures Hearing Set ---------------------------------------------------- Judge Robert A. Mark has entered an order that the Court will conduct a hearing to consider approval of the Disclosure Statement of The Property Advocates, P.A., a hearing on the Trustee Motion, and preliminary hearings on the Objection to Ortiz Claim and Objection to Strems' Claims on Apr. 10, 2024 at 10:00 a.m. at the U.S. Bankruptcy Court, C. Clyde Atkins United States Courthouse, 301 North Miami Avenue, Courtroom 4, Miami, FL 33128. Creditor Scot Strems objects to the Second Amended Disclosure Statement and Second Amended Plan of Reorganization of the Property Advocates, P.A. Mr. Strems claims that the goal of the Debtor's Chapter 11 Plan is to ensure he is either paid nothing, or receives only a minimal distribution. This goal is woven into every section of the Debtor's Disclosure Statement, resulting in illogical treatment of claims and glaring oversights in administration of the estate. Moreover, this bias compromises the integrity of the proposed Plan. Mr. Strems asserts that the current deficiencies in the Debtor's Disclosure Statement impede creditors and stakeholders from making informed decisions about the Debtor's Plan. Instead of providing transparent and comprehensive information, the Debtor drafted a Disclosure Statement consciously omitting creditors' claims and facts to support its projection and analysis. Mr. Strems further asserts that the appointment of the Debtor's proposed litigation agent exacerbates these concerns. The absence of an independent fiduciary committed to impartially investigating and litigating claims raises questions about the fairness of Plan and the claims resolution process. This lack of independence alone jeopardizes the legitimacy of litigation outcomes and, consequently, the Plan's viability. Finally, it is obvious the Disclosure Statement has the above oversights and unsupported conclusions because the Plan needs to provide a 100% distribution to the unsecured creditors so the Debtor's shareholders, Hunter Patterson and Christpher Narchet (together, the "Shareholders"), can retain their equity in the Debtor without violating the absolute priority rule. In reality, it is highly unlikely that the Plan will pay the general unsecured claims in full, and therefore the Plan will violate the absolute priority rule. Mr. Strems states that the Court should not approve the Disclosure Statement and should find the Plan unconfirmable. A full-text copy of Scot Strems' objection dated January 2, 2024 is available at https://urlcurt.com/u?l=eXlrqM from PacerMonitor.com at no charge. Attorneys for Mr. Strems: Daniel N. Gonzalez, Esq. MELAND BUDWICK, P.A. 3200 Southeast Financial Center 200 South Biscayne Boulevard Miami, FL 33131 Telephone: (305) 358-6363 Facsimile: (305) 358-1221 About The Property Advocates The Property Advocates, P.A., is a law firm specializing in Florida first-party property insurance issues. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16797-RAM) on Aug. 25, 2023. In the petition signed by Hunter Patterson, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Robert A. Mark oversees the case. Paul N. Mascia, Esq., at Nardella & Nardella, PLLC, is the Debtor's legal counsel. PROTERRA INC: Files Second Amended Joint Chapter 11 Plan -------------------------------------------------------- Proterra Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the company and its debtor affiliates filed a second amended joint Chapter 11 plan of reorganization and a related, amended proposed form of disclosure statement with the U.S. Bankruptcy Court for the District of Delaware. The Amended Proposed Plan has been updated to reflect, among other terms, (i) that, with respect to claims held by professionals retained for the Chapter 11 Cases, the Debtors and Distribution Trust (as defined in the Amended Proposed Plan) are authorized to pay such claims without further Bankruptcy Court approval and (ii) that the director and officer insurance policies of the Debtors will be retained by the Debtors in the event that they are reorganized and will otherwise be retained by the Distribution Trust. The terms of the Amended Proposed Plan continue to provide that holders of the Company's common stock will not receive any recovery on account of those shares following the conclusion of the Chapter 11 Cases. Although the Debtors intend to pursue the objectives and the terms set forth in the Amended Proposed Plan and the Amended Proposed Disclosure Statement, there can be no assurance that the Amended Proposed Plan will be approved by the Bankruptcy Court or that the Debtors will be successful in consummating the transactions outlined in the Amended Proposed Plan or any similar transaction, on different terms or at all. Bankruptcy law does not permit solicitation of acceptances of a proposed Chapter 11 plan of reorganization until the Bankruptcy Court approves a disclosure statement relating to the Amended Proposed Plan. Accordingly, neither the Debtors' filing of the Amended Proposed Plan and Amended Proposed Disclosure Statement, nor this Current Report on Form 8-K, is a solicitation of votes to accept or reject the Amended Proposed Plan. Any such solicitation will be made pursuant to and in accordance with applicable law, including orders of the Bankruptcy Court. The Amended Proposed Disclosure Statement is being submitted to the Bankruptcy Court for approval but has not been approved by the Bankruptcy Court to date. Copies of the Amended Proposed Plan and the Amended Proposed Disclosure Statement are available at http://tinyurl.com/yckddwyy and http://tinyurl.com/j62ew5y5respectively. About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. Proterra Inc. and Proterra Operating Company, Inc., sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. In the petition filed by Gareth T. Joyce, chief executive officer, the Debtor reported total assets as of June 30, 2023 amounting to $818,773,679 and total debt as of June 30, 2023 of $609,498,207. The Honorable Bankruptcy Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company, LLC, as investment banker; and Slaughter and May as special corporate counsel. Kurtzman Carson Consultants LLC is the claims agent. QURATE RETAIL: To Release Fourth Quarter Results on Feb. 28th ------------------------------------------------------------- Qurate Retail, Inc. will host a conference call to discuss results for the fourth quarter of 2023 on Wednesday, Feb. 28th at 8:30 a.m. E.T. Before the open of market trading that day, Qurate Retail will issue a press release reporting such results, which can be found at https://www.qurateretail.com/investors/news-events/press-releases. The press release and conference call may discuss Qurate Retail's financial performance and outlook, as well as other forward looking matters. Please call InComm Conferencing at (877) 704-4234 or +1 (215) 268-9904, passcode 13742822, at least 10 minutes prior to the call. Callers will need to be on a touch-tone telephone to ask questions. The conference administrator will provide instructions on how to use the polling feature. In addition, the conference call will be broadcast live via the Internet. All interested participants should visit the Qurate Retail website at https://www.qurateretail.com/investors/news-events/ir-calendar to register for the webcast. Links to the press release and replays of the call will also be available on the Qurate Retail website. The conference call will be archived on the website after appropriate filings have been made with the SEC. About Qurate Retail Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns controlling and non-controlling interests in a broad range of video and online commerce companies. The Company's largest businesses and reportable segments are QxH (QVC U.S. and HSN) and QVC International. QVC, Inc., which includes QxH and QVC International, markets and sells a wide variety of consumer products in the United States and several foreign countries via highly engaging video-rich, interactive shopping experiences. Cornerstone Brands, Inc. consists of a portfolio of aspirational home and apparel brands, and is a reportable segment. The Company's "Corporate and other" category includes its consolidated subsidiary Zulily, LLC, along with various cost and equity method investments. Qurate reported a net loss of $2.53 billion for the year ended Dec. 31, 2022. Qurate Retail received on Sept. 14, 2023, written notice from The Nasdaq Stock Market notifying the Company that, because the closing bid price for the Company's Series A common stock, par value $0.01 per share ("QRTEA"), has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing of QRTEA on the Nasdaq Global Select Market. * * * As reported by the TCR on March 21, 2023, S&P Global Ratings lowered its issuer credit rating on U.S.-based video commerce and online retailer Qurate Retail Inc. to 'CCC+' from 'B-'. S&P said, "We view the company's capital structure as potentially unsustainable in a rising interest rate environment. We expect Qurate's adjusted leverage to remain high, above the 6x area in 2023." R L BURNS: Unsecureds Either Get $18K or $5K in Plan ---------------------------------------------------- R L Burns Inc. submitted a Second Amended Plan of Reorganization. The Debtor is a Florida profit company organized by Articles of Incorporation filed with the Florida Secretary of State on March 31, 1994. The Debtor is a full-service General Contractor headquartered in Downtown Orlando that has provided quality construction solutions in the greater Central Florida area for more than 29 years. The Debtor's project history includes a wide variety of construction projects, including community centers, parks, medical facilities, education facilities, office buildings, and transportation facilities. In 2021, the Debtor had gross revenues in the amount of $17,049,915; in 2022, the Debtor had gross revenues in the amount of $31,282,006; and as of the Petition Date in 2023, the Debtor had gross revenues in the amount of $5,244,423. Under the Plan, Class 6 consists of the Allowed Unsecured Claims against the Debtor. Creditors will be treated as follows: a. Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $18,000. Payments will be made in equal quarterly payments of $1,500. Payments will commence on the fifteenth day of the month, on the first month that begins more than ninety days after the Effective Date and will continue quarterly for eleven additional quarters. Pursuant to s1191, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of Class 6 claims will be paid directly by the Debtor. b. Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $5,056, its projected Disposable Income. If the Debtor remains in possession, plan payments will include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments will commence on December 31, 2024 and will continue annually for two additional years. The initial annual payment will be $970. Holders of Class 6 claims will be paid directly by the Debtor. If the Debtor defaults in making a quarterly payment and fails to cure the payment default before the following quarter's payment is due, then the Debtor will liquidate assets to pay the holders of allowed unsecured claims. This Class is Impaired. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. Counsel for the Debtor: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. BRANSONLAW, PLLC 1501 East Concord St. Orlando, FL 32803 Tel: (407) 894-6834 Fax: (407) 894-8559 E-mail: jeff@bransonlaw.com jacob@bransonlaw.com A copy of the Plan of Reorganization dated Jan. 10, 2024, is available at https://tinyurl.ph/neCzjfrom PacerMonitor.com. About R L Burns, Inc. R L Burns, Inc. is a full-service general contractor headquartered in Downtown Orlando that has provided quality construction solutions in the greater Central Florida area for more than 29 years. Its project history includes a wide variety of construction projects, including community centers, parks, medical facilities, education facilities, office buildings, and transportation facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02186) on June 2, 2023. In the petition signed by CEO Robert L. Burns Sr., the Debtor disclosed $751,416 in assets and $3,997,262 in liabilities. Judge Grace E. Robson oversees the case. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC, represents the Debtor as legal counsel. RED EFT: Christian Dribusch Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 2 appointed Christian H. Dribusch, Esq. as Subchapter V trustee for Red EFT, LLC. Mr. Dribusch will be paid an hourly fee of $395 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dribusch declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christian H. Dribusch, Esq. 187 Wolf Road Suite 300-020 Albany, NY 12205 Phone: 518-227-0026 Email: Cdribusch@chd-law.com About Red EFT Red EFT, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 24-10037) on January 15, 2024, with $100,001 to $500,000 in assets and liabilities. Michael Leo Boyle, Esq., at Boyle Legal, LLC represents the Debtor as legal counsel. RED RIVER SUBS: Wins Cash Collateral Access Thru Feb 9 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of North Dakota authorized Red River Subs, Inc. to use cash collateral on an interim basis, in accordance with the budget, through February 9, 2024. As adequate protection for the Debtor's use of cash collateral, the Debtor agreed to grant First Community Credit Union an automatically perfected replacement lien on the Debtor's postpetition revenues and receivables (but not on any claims arising under Chapter 5 of Title 11 of the United States Code), to the extent of any diminution of the cash collateral. A final hearing on the matter is set for February 9 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=HeN3bZ from PacerMonitor.com. About Red River Subs, Inc. Red River Subs, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.D. Case No. 24-30010) on January 13, 2024. In the petition signed by Todd Beedy, president, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Shon Hastings oversees the case. Maurice Verstandig, Esq., at Dakota Bankruptcy Firm, represents the Debtor as legal counsel. RELIABLE HEALTHCARE: Craig Geno Named Subchapter V Trustee ---------------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Craig Geno, Esq., at the Law Offices of Craig M. Geno, PLLC as Subchapter V trustee for Reliable Healthcare Logistics, LLC. Mr. Geno will be paid an hourly fee of $250 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Geno declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Craig M. Geno, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About Reliable Healthcare Logistics Reliable Healthcare Logistics, LLC 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. The company is based in Memphis, Tenn. Reliable Healthcare Logistics filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. 24-20252) on January 19, 2024, with $1 million to $10 million in both assets and liabilities. Mike Kattawar, Sr., chief strategic officer, signed the petition. Judge Jennie D. Latta oversees the case. Michael P. Coury, Esq., at Glankler Brown, PLLC represents the Debtor as legal counsel. REMARK HOLDINGS: Receives Another Noncompliance Notice From Nasdaq ------------------------------------------------------------------ Remark Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it received a letter from The Nasdaq Stock Market stating that the Company was not in compliance with the Nasdaq Listing Rule 5620(a) requiring that the Company hold an annual meeting of stockholders within 12 months of the end of its fiscal year. The notification received has no immediate effect on the Company's continued listing on the Nasdaq Capital Market, subject to the Company's compliance with the other continued listing requirements. In the letter dated Jan. 16, 2024, Nasdaq notified the Company that because it had already received a delisting notification dated Oct. 26, 2023, the Company cannot submit a plan to regain compliance with the Rule and Nasdaq cannot consider such a plan. Instead, the letter was formal notification that Nasdaq's Hearings Panel will consider the matter at the previously-scheduled hearing on Feb. 1, 2024, as part of rendering its decision whether to delist the Company. The Company intends to hold a stockholder meeting as soon as practicable and will provide public notice of such meeting. About Remark Holdings Remark Holdings, Inc. (NASDAQ: MARK) -- http://www.remarkholdings.com-- delivers an integrated suite of AI solutions that help organizations monitor, understand, and act on threats in real-time. Remark consists of an international team of sector-experienced professionals that have created video analytics. The Company's GDPR-compliant and CCPA-compliant solutions focus on market sectors including retail, federal and state governmental entities, public safety, hospitality, and transportation. The company's headquarters are in Las Vegas, Nevada, with operational offices in New York and international offices in London, England. Remark Holdings reported a net loss of $55.48 million for the year ended Dec. 31, 2022, compared to net income of $27.47 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $12.40 million in total assets, $45.32 million in total liabilities, and a total stockholders' deficit of $32.92 million. In its Form 10-Q Report for the quarterly period ended September 30, 2023, Remark Holdings disclosed that its history of recurring operating losses, working capital deficiencies, and negative cash flows from operating activities give rise to substantial doubt regarding its ability to continue as a going concern. The Company's independent registered public accounting firm, in its report on the Company's consolidated financial statements for the year ended December 31, 2022, has also expressed substantial doubt about the Company's ability to continue as a going concern. Its consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company intends to fund its future operations and meet its financial obligations through revenue growth from its AI and data analytics offerings. The Company cannot, however, provide assurance that revenue, income and cash flows generated from its businesses will be sufficient to sustain its operations in the 12 months following the filing of the Form 10-Q. As a result, the Company is actively evaluating strategic alternatives including debt and equity financings. RENALYTIX INC: Updates on kidneyIntelX.dkd Coverage Determination ----------------------------------------------------------------- Renalytix plc announced that the Medicare Administrative Contractor (MAC), National Government Services (NGS), Inc., released the agenda for a Local Coverage Determination (LCD) Open Meeting taking place on Feb. 29, 2024. The Renalytix KidneyIntelX and kidneyintelX.dkd prognostic test for adults with Type 2 diabetes and early-stage chronic kidney disease are one of five proposed LCDs for consideration on the agenda. There are currently an estimated 14 million patients with Type 2 diabetes and early-stage kidney disease in the United States. The proposed LCDs will be published on Feb. 8, 2024. A 45-day public comment period begins on February 8, and ends on March 23, 2024. NGS is a subsidiary of Elevance Health, Inc. (previously Anthem, Inc.), contracting with the Centers for Medicare & Medicaid Services (CMS) for Jurisdiction 6, encompassing Illinois, Minnesota and Wisconsin, and Jurisdiction K, encompassing Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, and New York. Any Medicare Fee For Service claims for patients tested anywhere in the United States and processed in the Renalytix New York City laboratory are submitted to NGS for payment at the rate established by CMS. Renalytix formally requested an LCD from NGS and submitted substantial peer reviewed published evidence in support of coverage of KidneyIntelX and kidneyintelX.dkd. NGS held a Contractor Advisory Board meeting on Aug. 29, 2023, where a panel of external experts reviewed and discussed the clinical evidence. Based on this evidence, along with the FDA's de novo marketing authorization for the kidneyintelX.dkd test, Renalytix believes that there is a strong basis for NGS determining that these tests are reasonable and necessary for Medicare beneficiaries. Following the Open Public Meeting, NGS will review public comments and issue a final LCD which is expected in calendar year 2024. Renalytix also continues to expand private payer coverage agreements across the United States. This coverage includes a January 2024 contract with Velocity National Provider Network, covering 2.7 million member lives nationwide. The full agenda of the Feb. 29, 2024 LCD Open Meeting can be found on the NGS Medicare website at www.ngsmedicare.com. About Renalytix Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ: RNLX) -- www.renalytix.com -- has engineered a new solution that enables early-stage chronic kidney disease progression risk assessment. The Company's lead product, KidneyIntelX, has been granted Breakthrough Designation by the U.S. Food and Drug Administration and is designed to help make significant improvements in kidney disease prognosis, transplant management, clinical care, patient stratification for drug clinical trials, and drug target discovery. Renalytix reported a net loss of $45.61 million for the 12 months ended June 30, 2023, compared to a net loss of $45.28 million for the 12 months ended June 30, 2022. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations, expects to incur additional losses and require substantial additional capital to fund its operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. RICE OIL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Rice Oil Company, LLC d/b/a Rice Oil & Environmental 677 Miami Street Akron, OH 44311 Business Description: The Debtor offers products and services that span the following: oils & lubricants delivery; used oil & oily water collection; and vacuum cleaning services for oil-water separators. Chapter 11 Petition Date: January 22, 2024 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 24-50084 Judge: Hon. Alan M. Koschik Debtor's Counsel: Michael A. Steel, Esq. MICHAEL STEEL 2950 West Market Street Suite G Fairlawn, OH 44333 Email: msteel@steelcolaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by David K. Charlton as president. 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/DWMPSJQ/Rice_Oil_Company_LLC__ohnbke-24-50084__0001.0.pdf?mcid=tGE4TAMA RISING STAR: Disposable Income & Sale Proceeds to Fund Plan ----------------------------------------------------------- Rising Star Missionary Baptist Church filed with the U.S. Bankruptcy Court for the District of Colorado a Subchapter V Plan of Reorganization dated January 18, 2024. The Debtor owns and operates a Missionary Baptist Church located at 1500 South Dayton Street, Aurora, Colorado ("Property"). The Debtor is a non-profit Colorado Corporation and religious organization which was formed in 1986. During the COVID-19 pandemic, the Church experienced significant and prolonged decline in income as the number and amount of tithes dropped. At roughly the same time, the Church was required to make several large maintenance/repairs, and it made an investment in audio/visual and security technology, resulting in increased monthly payment obligations. Further, the long-time founding and 36-year spiritual leader of the Church, Reverand Dr. Jules Smith, passed away in late 2022, leaving a void in leadership and resulting in further waning in tithe revenue. As a result of these combined events, the Church was unable to maintain its monthly payments to Canvas, as well as to its vendors and other secured creditors. That resulted in additional interest charges late fees, and repossession threats. The Church found itself playing catch-up but could not do so. In the spring of 2023, the Church defaulted on the two Canvas Loans. Canvas then initiated foreclosure proceedings against the Property. The foreclosure sale on the Property was scheduled for October 25, 2023. The Debtor’s representatives met with Canvas in the month prior to the scheduled foreclosure date but were unable to reach an agreement at that time. Given the looming foreclosure sale and because significant equity exists in the Property on October 20, 2023, the Debtor filed its voluntary petition for relief under Subchapter V of the United States Bankruptcy Code, in order to protect the Church, the Property, and in order to have an ability to repay its creditors while maintaining operations. The Debtor possesses the ability to perform under the Plan pending sale of the Property, and has sufficient cash over the life of the Plan to make the required Plan payments and operate the Church. Exhibit C reflects that the Debtor will have projected disposable income for the period described in Section 1191(c)(2) of the Bankruptcy Code sufficient to fund payments due under the Plan, pending sale of the Property. While the final Plan payment is expected to be paid within 2 years of the Effective Date of the Plan, in order to meet the requirements of Section 1191(c)(2) of the Bankruptcy Code, Exhibit C indicates the Plan will otherwise have a term of 5 years. The Debtor scheduled a number of unsecured pre-petition debts. At least one of the unsecured creditors have filed a Proof of Claim. The bar date for filing Proofs of Claims against the Debtor passed on December 29, 2023. Exhibit A shows total general unsecured claims in the amount of $101,816.93 having been asserted against the estate, excluding deficiency claims. The Debtor scheduled non priority unsecured Claims in the amount of $103,121.42. Class 9 consists of those unsecured creditors of Rising Star Missionary Baptist Church who hold Allowed Unsecured Claims. All unsecured creditors holding Allowed Unsecured Claims shall receive (i) their prorata share of $5,000.00, payable within 30 days of the end of each quarter during the term of the Plan (the "Quarterly Payments"), commencing with the end of the first full quarter of the year following the Effective Date of the Plan and continuing for the term of the Plan. In addition, Class 9 claimants shall share on a pro rata basis the net proceeds from the sale or refinance of the Property, after payment of Allowed Administrative Claims, Allowed Priority Tax Claims, Class 1 Priority Claims, and Class 2-8 Secured Claims. If the Property is not sold or refinanced in an amount sufficient to satisfy the Allowed Claims of General Unsecured Creditors in Class 9 by the end of the second full year following the Effective Date of the Plan, the Quarterly Payments will continue through the term of the Plan, and the Debtor will, in month 60 of the Plan, provide a payment to Class 9 creditors in an amount equal to the remaining balance due on such claims at that time. Within 45 days of the Effective Date of the Plan, the Debtor retain a qualified commercial real estate broker to assist the Debtor with marketing and sale of the Property. Within 60 days of such broker's retention, the Debtor shall list the Property for sale. The Debtor, using its business judgment, shall determine which of the following options to undertake in order to effectuate its obligations due under this Plan. Option 1: Upon the Effective Date of the Plan, the Debtor will continue with normal Church operations at the Property and shall perform its obligations pursuant to the Plan. Within 2 years of the Effective Date of the Plan, the Debtor shall sell the Property. The Debtor expect that the net proceeds available from the sale of the Property will satisfy the claims of all secured, unsecured, priority and administrative creditors holding Allowed Claims. The Debtor expects to utilize the remaining net proceeds from such sale, after satisfaction of Allowed Creditor claims, to fund future Church operations and to find a new location from which to continue Church operations. Option 2: Upon the Effective Date of the Plan, the Debtor will continue with normal Church operations at the Property and shall perform its obligations pursuant to the Plan. Within 2 years of the Effective Date of the Plan, the Debtor shall sell a portion of the Property, and obtain a new loan upon the remainder of the Property, if necessary, in an amount sufficient to repay the Allowed Claim held by the Class 2 and Class 3 Claimant, Canvas Credit Union, and continue with Plan payments to other creditors pursuant to the Plan. A full-text copy of the Subchapter V Plan dated January 18, 2024 is available at https://urlcurt.com/u?l=3iE1Ho from PacerMonitor.com at no charge. Attorneys for Debtor: David M. Miller, Esq. Spencer Fane LLP 1700 Lincoln Street, Suite 2000 Denver, CO 80203 Telephone: (303) 839-3800 Facsimile: (303) 839-3838 Email: dmiller@spencerfane.com About Rising Star Missionary Baptist Church Rising Star Missionary Baptist Church is a non-profit Colorado Corporation and religious organization which was formed in 1986. The Debtor owns and operates a Missionary Baptist Church located at 1500 South Dayton Street, Aurora, Colorado ("Property"). The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-14820) on Oct. 20, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Thomas B. McNamara oversees the case. David M. Miller, Esq., at Spencer Fane, LLP, serves as the Debtor's legal counsel. RISKON INTERNATIONAL: Registers $25M Securities for Possible Resale ------------------------------------------------------------------- In a Form S-3 Report filed with the U.S. Securities and Exchange Commission, RiskOn International, Inc. disclosed that it may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, rights or units having an aggregate initial offering price not exceeding $25,000,000. The preferred stock, warrants, rights and units may be convertible, exercisable or exchangeable for common stock or preferred stock or other securities of the Company. The securities may be sold directly by the Company, through dealers or agents designated from time to time, to or through underwriters or dealers or through a combination of these methods on a continuous or delayed basis. RiskOn may also describe the plan of distribution for any particular offering of its securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, the Company will disclose their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds the Company expects to receive from any such sale will also be included in a prospectus supplement. The Company's common stock is presently listed on the Nasdaq Capital Market under the symbol "ROI." On January 16, 2024, the last reported sale price of the Company's common stock was $0.1487. A full-text copy of the prospectus is available at http://tinyurl.com/4wr2sv8f About RiskOn International Founded in 2011, RiskOn International, Inc. (formerly known as BitNile Metaverse, Inc.) owns 100% of BNC, including the BitNile.com metaverse platform. The Platform, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. In addition to BNC, the Company also owns two non-core subsidiaries: approximately 66% of Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and approximately 89% of Agora Digital Holdings, Inc. directly. RiskOn also owns approximately 70% of White River Energy Corp (OTCQB: WTRV). RiskOn reported a net loss of $87.36 million on zero revenue for the year ended March 31, 2023, compared to a net loss of $10.55 million on $27,182 of revenues for the year ended March 31, 2022. As of Sept. 30, 2023, the Company had $16.80 million in total assets, $35.86 million in total liabilities, and a total shareholders' deficit of $19.05 million. In its Quarterly Report for the three months ended Sept. 30, 2023, RiskOn said there is substantial doubt about its ability to continue as a going concern. The Company believes that the current cash on hand is not sufficient to conduct planned operations for one year from the issuance of the condensed consolidated financial statements, and it needs to raise capital to support its operations. SIG RE LLC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Sig Re, LLC 6440 Double Eagle Drive Woodridge, IL 60517 Business Description: Sig Re, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101 (51B)). Chapter 11 Petition Date: January 24, 2024 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 24-00945 Judge: Hon. Deborah L. Thorne Debtor's Counsel: Jeffrey C. Dan, Esq. GOLDSTEIN & MCCLINTOCK LLLP 111 W Washington Street Suite 1221 Chicago, IL 60602 Tel: (312) 337-7700 Email: jeffd@goldmclaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Martin Bobak as manager/member. 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/RWCYOII/Sig_Re_LLC__ilnbke-24-00945__0001.0.pdf?mcid=tGE4TAMA SINTX TECHNOLOGIES: Shares Select Q4, Full Year 2023 Revenue Update ------------------------------------------------------------------- SINTX Technologies, Inc. announced that its estimated unaudited revenues were approximately $902K in Q4 2023, and $2.6 million for the year ended Dec. 31, 2023. These preliminary results are subject to the Company's standard year-end financial reporting processes, reviews, and audits. SINTX acquired Maryland-based Technology Assessment and Transfer (TA&T) in June 2022. Since that time, the Company has experienced an 18% increase in Q4 2023 revenue versus Q4 2022, and a 68% increase in 2023 revenue compared to 2022 revenue. Notably, 2023 revenue figures reflect a 333% increase in revenues for the year that ended December 31, 2021. Commercial revenues of $582K in Q4 2023 and $1.2 million for the full year 2023 were achieved primarily by the sale of products in the aerospace, biomedical, and energy markets. Government contracts in these markets made up $320K in Q4 and $1.4 million for the full year. Customer adoption of new product offerings led to commercial revenue exceeding government contracts in Q4 2023 - for the first time since acquisition of TA&T. The Company continued its successful restructuring and expansion into the defense, aerospace, and industrial markets for advanced ceramic materials and related technologies. SINTX anticipates continued revenue growth in 2024 driven primarily by new commercial product adoption, innovative technology development, and government contract opportunities. Given the underlying growth in the aerospace, biomedical, and energy markets, these represent significant target opportunities for SINTX - both for commercial and government contract revenue streams. The Company also expects to re-engage the ballistic and body armor market during 2024, as armor operations come back online, and demand for these products remains strong. About SINTX Technologies Headquartered in Salt Lake City, Utah, SINTX Technologies, Inc. -- https://ir.sintx.com -- is an advanced ceramics company that develops and commercializes materials, components, and technologies for biomedical, technical, and antipathogenic applications. The core strength of SINTX Technologies is the manufacturing, research, and development of advanced ceramics for external partners. SINTX reported net loss of $12.04 million in 2022, a net loss of $9.31 million in 2021, a net loss of $7.03 million in 2020, and a net loss of $4.79 million in 2019. For the six months ended June 30, 2023, the Company reported a net loss of $2.75 million. As of Dec. 31, 2022, the Company had $15.77 million in total assets, $10.07 million in total liabilities, and $5.70 million in total stockholders' equity. If the Company seeks to obtain additional equity or debt financing, such funding is not assured and may not be available to the Company on favorable or acceptable terms and may involve significant restrictive covenants. Any additional equity financing is also not assured and, if available to the Company, will most likely be dilutive to its current stockholders. If the Company is not able to obtain additional debt or equity financing on a timely basis, the impact on the Company will be material and adverse. These uncertainties raise substantial doubt about the Company's ability to continue as a going concern, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. SINTX disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Oct. 20, 2023, the Company received a notice from Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC stating that the bid price of the Company's common stock for the 30 consecutive trading days prior to Oct. 20, 2023 had closed below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2). SOUTHEAST SUPPLY: Moody's Ups CFR to Ba3, Under Review for Upgrade ------------------------------------------------------------------ Moody's Investors Service has upgraded the ratings of Southeast Supply Header, LLC (SESH) including its corporate family rating to Ba3 from B1, its senior unsecured rating to Ba3 from B1 and its probability of default rating to Ba3-PD from B1-PD. SESH's speculative grade liquidity rating of SGL-4 is unchanged. The CFR, PDR, and senior unsecured rating are placed on review for upgrade and previously the outlook was stable. RATINGS RATIONALE "Southeast Supply Header's recontracting and refinancing risk has been reduced following the recent renewal of about 17% of its total capacity at favorable terms and tenor," stated Edna Marinelarena, Assistant Vice President. At the end of 2023, SESH was successful in renewing 180,000 Dth/d of expiring contracts for a 10 year term with pricing that will support an improved financial profile. As of the last twelve months ending September 31, 2023, SESH's FFO to debt ratio was about 16%, a level Moody's expect will continue given favorable contract pricing over the last year. The upgrade to Ba3 rating incorporates the very high contracted capacity at about 99% as of January 2024 and stronger financial ratios. The pipeline's contracted capacity will decline to about 78% through 2028 should it not recontract 220,000 Dth/d of contracts set to expire at the end of September 2024. The review for upgrade will focus on SESH's progress in maintaining its contracted capacity, particularly its ability to recontract the capacity that is expiring later this year. The review will also assess the refinancing risk associated with $400 million of long-term debt due on June 15, 2024, the pipeline's only outstanding debt. This debt is not guaranteed by either of SESH's two owners, Enbridge Inc. (Baa1 negative) or Energy Transfer LP (Baa3 positive) and the pipeline itself does not have internal resources on its own to meet this debt maturity, although the improved contractual profile could enhance the prospects of a successful refinancing of this debt. Since 2020, SESH has faced significant recontracting risk given the shorter tenor nature of the pipeline's contracts as shippers showed an inclination towards shorter term contracts, resulting in a material degradation of the pipeline's credit quality. However, over the last two years, SESH's contract life improved as shippers started to move toward longer-term contracts again. As of January 2024, SESH's weighted average contract life improved to about 7 years from about 3 years in 2022 and 4.5 years in 2023. During SESH's last open capacity negotiation season (open season June 2023), the pipeline entered into ten new, ten year contracts. These contracts were for 6,875 Dth/d each, were with utility shippers that have existing contracts with SESH already and included new marketing shippers. Notably, some of these new marketing shippers are owned by highly rated utilities. SESH's shipper credit quality is strong with a weighted average rating of A3. The pipeline's ability to diversity its shipper pool as well as stagger contract expirations is a credit positive because it helps to mitigate renewal cliffs in the future. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade could occur if SESH's contracts expiring later this year are renewed such that the pipeline achieves a contracted capacity above 90%, it sustains an FFO to debt ratio above 13% or if its parent companies successfully repay or refinance the $400 million June 2024 debt maturity. A ratings downgrade is unliklely given the review for upgrade but could occur if the pipeline, with the support of the parent companies, does not act to pay off or refinance the $400 million June 2024 debt maturity. Liquidity The SGL-4 reflects the pipeline's weak liquidity position as it approaches its sizeable $400 million debt maturity on June 15, 2024. Although Moody's expect SESH to produce sufficient cash flow to cover its day-to-day obligations, the pipeline has neither the internal cash flow nor external cash sources to meet this sizeable debt obligation. Absent parent company support to either refinance or repay the debt, which is not guaranteed by either parent, the pipeline will not be able to repay this debt. SESH is a pipeline joint venture owned 50% by a subsidiary of Enbridge Inc. (Baa1 negative) and 50% by Energy Transfer LP (Baa3 positive). LIST OF AFFECTED RATINGS Upgrades: Issuer: Southeast Supply Header, LLC Corporate Family Rating, Upgraded to Ba3 from B1; Placed Under Review for further Upgrade Probability of Default Rating, Upgraded to Ba3-PD from B1-PD; Placed Under Review for further Upgrade Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 from B1; Placed Under Review for further Upgrade Outlook Actions: Issuer: Southeast Supply Header, LLC Outlook, Changed To Rating Under Review From Stable The principal methodology used in these ratings was Natural Gas Pipelines published in July 2018. SPIRIT AIRLINES: Moody's Lowers CFR to Caa2, Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded its ratings of Spirit Airlines, Inc. ("Spirit"), including the corporate family rating to Caa2 from Caa1 and probability of default rating to Caa2-PD from Caa1-PD. Moody's also downgraded the backed senior secured rating assigned to Spirit IP Cayman Ltd.'s 8% senior notes, which are secured by the company's loyalty program and brand IP ("Notes"), to Caa2 from B2. The speculative grade liquidity rating ("SGL") remains unchanged at SGL-3 and the rating outlook remains negative. The downgrade of the corporate family rating to Caa2 reflects Moody's belief that the potential of a default has increased since Judge William Young ruled on January 16 that the agreed acquisition by JetBlue Airways Corp. ("JetBlue") would be anti-competitive and a violation of the Clayton Act. The downgrades of the CFR as well as of the senior notes secured by Spirit's loyalty program IP and brand IP ("Notes") reflect the increased potential of a default and less than a full recovery, whether in a formal reorganization or if the senior secured notes are refinanced or retired for less than face value. The Caa2 instrument rating incorporates a negative one notch override of the LGD model to reflect the potential for a more than nominal loss on the instrument in a restructuring or exchange scenario. Following the ruling on January 16, the market price of the Notes fell to around 50 from the low to mid-70s since mid-November. The notes price has increased to the low 60s following the announcement that Spirit and JetBlue would appeal the District Court's ruling. Moody's continues to expect Spirit's operations to generate an operating loss in 2024 and again in 2025 on a reported basis. Moody's forecasts about breakeven operating cash flow in 2024, an improvement from its forecast for negative $150 million in 2023. Free cash flow will be materially negative in 2024, at $500 million or worse. Spirit will need to take each of the scheduled deliveries from Airbus and from lessors in 2024 and again in 2025 because of the large number of its A320neo family aircraft that will be parked awaiting the required inspections of their high-pressure turbine and compressor discs through 2026. The SGL-3 speculative grade liquidity rating reflects adequate liquidity. Moody's projects cash to fall from the $1.1 billion on hand on Sep. 30, 2023, towards $700 million by the end of 2024. This projection is inclusive of an estimate for the amount of compensation that Spirit will receive from Pratt & Whitney because of the loss of use of aircraft taken out of service for their required engine inspections. The $300 million revolver expires on Sep. 30, 2025. Alternate sources of liquidity are very limited. Following the sale / leaseback transactions completed in December and earlier this month, the company's new headquarters building remains one of the more significant alternate liquidity sources. There is also the potential to refinance tranches and/or issue junior tranches on the company's EETCs. Importantly as of September 30, 2023, the company's credit card sales are not subject to holdbacks by its credit card processors. Moody's believes this currently remains the case since the company has not disclosed otherwise. The company's quarterly and annual reporting discloses that holdbacks are subject to certain liquidity and other financial covenants. Credit metrics will remain weak and at levels typical of the Caa rating category. Moody's projects debt/ EBITDA will be higher than 10.0x at the end of 2024, with a low single digit operating margin and an EBITDA margin of about 11%, less than half of its level in 2019. These metrics are on a Moody's adjusted basis. Spirit will continue to sell and leaseback its new aircraft deliveries, the proceeds of which will support the company's liquidity by offsetting the significant negative free cash flow Moody's projects on a gross basis. However, debt on a Moody's adjusted basis will increase annually because of the ongoing capitalization of the new leases, whether they are reported as finance or operating leases. The sale and leaseback refinancings completed in the past 45 days also increased Moody's adjusted debt. Robust earnings expansion will be needed to de-risk the capital structure. The negative outlook reflects Moody's projections that indicate insufficient strengthening of the company's earnings and financial leverage in advance of the note maturity in September 2025. The negative outlook also reflects the potential that a reorganization or distressed exchange could occur. RATINGS RATIONALE The Caa2 corporate family rating reflects the increased potential of a formal reorganization and or a distressed exchange since the Judge's ruling blocking the acquisition by JetBlue Airways Corp. Spirit remains the leading low-cost provider of passenger air transportation in the US domestic market. However, challenging fundamentals will be a drag on its earnings and cash flow generation. Moody's expects debt/EBITDA near or above ten times at the end of 2023 and again at the end of 2024. Higher adjusted debt from lease financing new aircraft deliveries and limited improvement in earnings because of competitive intensity in the US domestic market and cost pressures will prevent a material reduction in financial leverage. Loss of use of an increasing number of aircraft as 2024 progresses will weigh on revenues and cash generation. Required accelerated inspections of the geared-turbo-fan ("GTF") engine that powers the company's A320neo family aircraft will remove an average of 13 aircraft from operation in January. The number of aircraft out of operation while awaiting their engine inspections will increase to 40 or more aircraft by the end of 2024. The current estimate of time for the inspections and related repairs, if any, for the engines is currently eight to ten months because of constraints in throughput capacity across the global engine maintenance and repair sector. Aircraft will likely be out of service for longer because regulations will require engines to be removed from service before a slot in a maintenance and repair facility becomes available. The ratings are based on Spirit as a stand-alone company. The ratings do not consider any impacts of merging with JetBlue. The completion of the acquisition now rests with the adjudication of JetBlue's and Spirit's appeal of Judge Young's ruling. If the acquisition is allowed to proceed, Moody's believes the terms will be renegotiated. Merging with JetBlue would be credit positive for Spirit and strengthen its credit profile relative to it remaining a standalone company. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity further weakens, with cash and short-term investments being sustained below $600 million, or if Moody's expects operating cash flow will be worse than negative $150 million in 2024. Initiation of holdbacks by credit card processors would lead to a ratings downgrade. The ratings could also be downgraded if the prospects for a distressed exchange on the $1.1 billion of secured notes increase. Ratings could be upgraded if Moody's expects operating cash flow to exceed $350 million in 2024. Debt/EBITDA heading towards 8.0x or funds from operations + interest-to-interest approaching 2.0x could also lead to a ratings upgrade as could strengthened liquidity. The principal methodology used in these ratings was Passenger Airlines published in August 2021. Spirit Airlines, Inc., headquartered in Miramar, Florida, is a leading low-cost US airline providing service to destinations throughout the US, Latin America and the Caribbean. Revenue was $5.068 billion in 2022. ST. MARGARET'S HEALTH: Panel Hires KCP as Financial Advisor ----------------------------------------------------------- The official committee of unsecured creditors of St. Margaret's Health - Peru and its affiliate seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ KCP Advisory Group LLC as financial advisor. The firm's services include: (a) reviewing and questioning the Debtors' 13-week cash flow budgets; (b) reviewing and analyzing the Debtors' insurance loss run and analyzing insurance needs following the sale of the assets to OSF Health System (the "OSF Sale"); (c) analyzing, with the Committee's counsel, the question of substantive consolidation of the Debtors and their estates; (d) analyzing the economic terms of the OSF Sale and advising the Committee accordingly; and (e) performing a preliminary analysis of potential estate causes of action to recover money or property under chapter 5 of the Bankruptcy Code. The firm will be paid a fixed fee of $15,000. Jacen A. Dinoff, a principal at KCP Advisory Group 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: Jacen A. Dinoff KCP Advisory Group LLC 700 Technology Park Drive, Suite 212 Billerica, MA 01821 Tel: (781) 313-8123 About St. Margaret's Health - Peru St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley are providers of healthcare services. The Debtors filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 23-11641) on Aug. 31, 2023. At the time of the filing, the Debtors reported $10 million to $50 million in both assets and liabilities. Judge David D. Cleary oversees the cases. Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd., serves as the Debtors' legal counsel. Hinshaw & Culbertson LLP as special counsel. Huron Consulting Services LLC as financial advisor. Epiq Corporate Restructuring, LLC as its noticing, claims, and balloting agent. STICKY HOLSTERS: Taps McHale as Financial Advisor & Expert Witness ------------------------------------------------------------------ Sticky Holsters, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ McHale PA as its financial advisor and expert witness. McHale will provide expert services to the Debtor concerning business methods or trade practices, and accounting or finance. The hourly rates of the firm's professionals are as follows: Professionals $145 - $550 Clerical $80 The firm will seek reimbursement for expenses incurred. In addition, McHale requested a $20,000 retainer to be applied to awarded fees and costs. Gerard McHale, Jr., a certified public accountant at McHale, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gerard A. McHale, Jr. McHale, PA 1601 Jackson Street, Suite 200 Fort Myers, FL 33901 Telephone: (239) 337-0808 Facsimile: (239) 337-1178 Email: jerrym@thereceiver.net About Sticky Holsters Sticky Holsters, Inc., manufactures various designs of holsters for concealed weapons, which it sells through a network of distributors and retail sales throughout the United States. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00962) on Aug. 21, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. The Debtors tapped Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Postler, PA as legal counsel and McHale PA as financial advisor and expert witness. STUDIOKAZA MOBILI: Wins Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Studiokaza Mobili, LLC to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance. Each of the Alleged Secured Creditors will have replacement liens on the Debtor's post-petition cash collateral with to the same extent, validity and priority that such Alleged Secured Creditor had on the Petition Date. The creditors that may claim to have a secured interest in the cash collateral including: Fox Capital Group, Inc., LG Funding, LLC, Epic Advance, LLC, Star Capital, LLC, Oakwood Business Funding, LLC, CFG Merchant Solutions, LLC, Seabrook Funding. A final hearing on the matter is set for January 31, 2024 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=xHtVHv from PacerMonitor.com. About StudioKaza Mobili, LLC StudioKaza Mobili, LLC offers exclusive and luxury furniture, high-end furnishings, custom-made woodworking, marbles and granites, residential automation, and unique-designed accessories from global partners. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-20746) on December 27, 2023. In the petition signed by Marco Andrade, authorized representative, operations vice president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Morgan Edelboim, Esq., at Edelboim Lieberman Revah PLLC, represents the Debtor as legal counsel. SUMMIT MATERIALS: S&P Upgrades ICR to 'BB+' on Merger Close ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based heavy materials producer Summit Materials LLC to 'BB+' from 'BB' and removed it from CreditWatch, where S&P placed it with positive implications on Sept. 7, 2023. S&P said, "At the same time, we raised our issue-level rating on Summit's senior unsecured debt to 'BB+' from 'BB' and affirmed our 'BBB-' rating on Summit's secured debt. "The stable outlook reflects our expectation that leverage will remain steady, supported by the potential for a modest increase in earnings through organic expansion. We assume the acquisition of Argos USA will further support the company's expansion and elevate operating cash flow, enabling it to maintain leverage of about 3x over the next 12 months." The upgrade reflects enhanced geographic diversification, size, and scale because of the acquisition of Argos USA. The combination expands Summit's materials led portfolio to 78% from 70% because Argos USA's cement segment which complements Summit's nationwide distribution network. S&P also expects improved scale, with revenue of about $4.1 billion and EBITDA of about $900 million pro forma for the transaction. These attributes are somewhat offset by risks associated with an acquisition of this size, including integration and execution risks as Summit works to realize its expected synergies. Furthermore, the company has a largely U.S.-only geographic footprint, exposure to a highly fragmented U.S. aggregates industry, and earnings volatility with limited pricing power relative to the sector. Despite greater size and scale, Summit's high exposure to the U.S. aggregates industry increases its cash flow volatility. The company is now the fourth-largest cement producer based on capacity and the sixth-largest aggregates producer. The 10 largest aggregates producers account for only roughly 30% of total U.S. production. S&P said, "We expect Summit to maintain its market share because its aggregates reserves and cement plants are strategically located throughout the U.S. in expected long-term population growth areas where construction demand is likely to increase (Texas, Georgia, Florida, North Carolina, South Carolina, and Alabama). Argos USA generated 70% of its revenue from these states. We expect state funding in these regions to drive strong demand for aggregates and cement to meet public construction needs." S&P said, "Summit's EBITDA margins and leverage profile remain on the stronger end of the range we expect for the rating. Pro forma for the transaction, we expect the company's adjusted leverage to be about 3x with sufficient cushion. As construction spending stabilizes and cost pressures ease, we think building materials issuers more exposed to the aggregates, infrastructure, and commercial end markets will continue to face less pressure than their peers. Roughly 65% of Summit's revenues were tied to nonresidential and public investments prior to the acquisition. Now its combined exposure to aggregates and cement could benefit from spending related to the U.S. Infrastructure Investment and Jobs Act. We expect Summit will increase revenue by the mid-single-digit percent area and maintain gross margins of roughly 35%-36% pro forma for the transaction in the next 12 months. We also believe the company will produce EBITDA margins of about 22%-23% in the next 12 months. "The stable outlook reflects our expectation that leverage will remain stable, supported by the potential for a modest increase in its earnings through organic expansion. We assume the acquisition of Argos USA will further support Summit's expansion and elevate operating cash flow, enabling it to maintain leverage of about 3x over the next 12 months." S&P could downgrade Summit in the next 12 months if: -- Management takes a more aggressive approach to acquisitions, causing leverage to exceed 4x with no immediate path toward deleveraging; or -- Recessionary pressures reduce gross margins at least 400 basis points, causing leverage to materially exceed 4x. S&P could raise its rating on Summit in the next 12-24 months if: -- Leverage approaches 2x; and -- The company materially enhances its scale and competitive position to be more comparable with higher-rated peers. SVB FINANCIAL: Ellington Management, 3 Others Report 8.56% Stake ---------------------------------------------------------------- In a Schedule 13G Report filed with the U.S. Securities and Exchange Commission, Ellington Management Group, LLC and affiliated entities, EMG Holdings, L.P., VC Investments LLC, and Michael W. Vranos, disclosed ownership in SVB Financial Group's Common Stock. As of December 31, 2023, each of the Reporting Persons may be deemed the beneficial owner of 5,066,387 Shares, which represent approximately 8.56% of the Shares outstanding. The amount of shares consists of: (A) 1,263,577 Shares held for the account of Ellington Credit Opportunities, Ltd.; (B) 633,618 Shares held for the account of Ellington M Credit Master Fund, Ltd.; (C) 887,747 Shares held for the account of Ellington Special Relative Value Fund, LLC; and (D) 2,664,041 Shares held for the account of Ellington Warlander Partners, LP. A full-text copy of the report is available at http://tinyurl.com/4fsyp7dd About SVB Financial Group SVB Financial Group is a financial services company focusing on the innovation economy, offering financial products and services to clients across the United States and in key international markets. Prior to March 10, 2023, SVB Financial Group owned and operated Silicon Valley Bank, a state-chartered bank. During the week of March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a severe "run-on-the-bank." On the morning of March 10, the California Department of Financial Protection and Innovation seized SVB and placed it under the receivership of the Federal Deposit Insurance Corporation. SVB was the nation's 16th largest bank and the biggest to fail since the 2008 financial meltdown. On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had assets of $19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31, 2022. The Hon. Martin Glenn is the bankruptcy judge. The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as restructuring advisor. William Kosturos, a partner at Alvarez & Marsal, serves as the Debtor's chief restructuring officer. Kroll Restructuring Administration, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co., LLC as investment banker; and Berkeley Research Group, LLC as financial advisor. TALOS ENERGY: S&P Assigns 'BB-' Rating on 2nd-Lien Debt Offering ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '1' recovery rating to Houston-based offshore exploration and production company Talos Production Inc.'s (a wholly owned subsidiary of Talos Energy Inc.) $1.0 billion second-lien debt offering, consisting of second priority senior secured notes due 2029 and second priority senior secured notes due 2031. S&P expects that the new notes will be guaranteed on a senior basis by Talos and certain of the company's existing and future subsidiaries. S&P expects the company to use the proceeds from this offering to refinance its existing $639 million second-lien notes due 2026 and fund a portion of its previously-announced $1.29 billion acquisition of Quarternorth Energy Inc. The '1' recovery rating indicates S&P's expectation of substantial (90%-100%; rounded estimate: 95%) recovery of principal in the event of payment default. On Jan. 22, 2024, Talos closed on an equity offering of $388 million of common stock. The offering was upsized from the initial amount of $300 million. As a result of the transaction, Inversora Carso, S.A. de C.V is now the largest shareholder with approximately 22.6% ownership. The company intends to use the net proceeds from this offering to fund a portion of the Quarternorth acquisition. S&P's 'B' issuer credit rating on Talos is unchanged as a result of these transactions. The company continues to maintain solid credit metrics and adequate liquidity. Issue Ratings - Recovery Analysis Key analytical factors -- S&P's simulated default scenario for Talos contemplates a default in 2027 and assumes a sustained period of low commodity prices, consistent with the conditions of past defaults in this sector. -- S&P bases its valuation of Talos reserves on a company-provided PV-10, pro-forma for the Quarternorth acquisition, which uses our recovery price deck assumptions of $50 per barrel (bbl) for West Texas Intermediate (WTI) crude oil and $2.50 per million Btu for Henry Hub natural gas. -- S&P's analysis assumes the $965 million reserve-based lending (RBL) facility due 2027 would be fully drawn at default. -- In S&P's default scenario, it expects the claims on the second-lien notes to be effectively subordinated to the claims relating to the RBL facility. Simulated default assumptions -- Simulated year of default: 2027 -- Jurisdiction (Rank A): The company is headquartered in the U.S. and has the majority of its revenue and assets located domestically. S&P adjusted its gross enterprise (EV) valuation to account for restructuring administrative costs (estimated at about 5% of the gross value). Simplified waterfall -- Net enterprise value (after 5% administrative costs): $2.4 billion -- Senior secured RBL claims: $990 million -- Recovery expectations: Not applicable -- Total value available to second-lien claims: $1.4 billion -- Second lien claims: $1.2 billion -- Recovery expectations: 90% to 100% (rounded estimate: 95%). Note: All debt amounts include six months of pre-petition interest. TBZ 1 LLC: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: TBZ 1 LLC 395 N. Service Road, Suite 112W Melville, NY 11747 Business Description: TBZ 1 is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of the real property located at 1766 Todd Road, Toms River, New, Jersey 08755 valued at $2.4 million. Chapter 11 Petition Date: January 23, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-10603 Debtor's Counsel: Joseph M. Casello, Esq. COLLINS, VELLA & CASELLO, LLC 2317 Route 34, Suite 1A Manasquan, NJ 08736 Tel: 732-751-1766 Fax: 732-751-1866 Email: jcasello@cvclaw.net Total Assets: $2,400,000 Total Liabilities: $1,821,964 The petition was signed by Nicole Gallagher as managing member. The Debtor indicated it has no creditors holding unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/E77CS2A/TBZ_1_LLC__njbke-24-10603__0001.0.pdf?mcid=tGE4TAMA THE ARENA GROUP: ABG Terminates Licensing Agreement; $45M Fee Due ----------------------------------------------------------------- The Arena Group Holdings, Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that on January 18, 2024, ABG-SI LLC notified the Company of its intention to terminate the Licensing Agreement, effective immediately, in accordance with its rights under the Licensing Agreement. Upon such termination, a fee of $45 million became immediately due and payable by the Company to ABG-SI, LLC pursuant to the terms and conditions of the Licensing Agreement. In addition, upon termination of the Licensing Agreement, any outstanding and unvested warrants to purchase shares of the Company's common stock issued to ABG in connection with the Licensing Agreement became immediately vested and exercisable. The Company is engaging in continuing discussions with ABG regarding the Licensing Agreement. As previously reported, on January 2, 2024, the Company failed to make a quarterly payment due to ABG, pursuant to the Licensing Agreement, dated June 14, 2019, by and between the Company and ABG, of approximately $3,750,000. The Licensing Agreement previously provided the Company with the exclusive right and license in the United States, Canada, Mexico, United Kingdom, Republic of Ireland, Australia, and New Zealand to operate the Sports Illustrated media business (in the English and Spanish languages), including to (i) operate the digital and print editions of Sports Illustrated (including all special interest issues and the swimsuit issue) and Sports Illustrated for Kids, (ii) develop new digital media channels under the Sports Illustrated brands, and (iii) operate certain related businesses, including without limitation, certain Sports Illustrated events, special interest publications, video channels, bookazines, and the licensing and/or syndication of certain products and content under the Sports Illustrated brand. The initial term of the Licensing Agreement extended through December 31, 2029, subject to each party's termination rights. The Company had the option, subject to certain conditions, to renew the term of the Licensing Agreement for nine consecutive renewal terms of 10 years each (collectively, the "Term"), for a total of 100 years. The Licensing Agreement provided that the Company would pay to ABG annual royalties in respect of each year of the Term based on gross revenues ("Royalties") with guaranteed minimum annual amounts. ABG agreed to pay to the Company a share of revenues relating to certain Sports Illustrated business lines not licensed to the Company, such as commerce. Additionally, On January 18, 2024, the Company announced a plan to manage its operating expenses by implementing a reduction of approximately one-third of its current workforce. The Plan is intended to reduce the Company's operating expenses in response to challenging macroeconomic conditions and the termination of the Licensing Agreement described above. Where required, worker adjustment and retraining notification ("WARN") shall be given. In connection with these actions, the Company estimates that it will incur approximately $5 million to $7 million in total restructuring charges, the substantial majority of which are future cash-based expenditures and substantially all of which are related to, employee severance (including WARN notice) and other termination benefits. The Company expects to execute the Plan and recognize substantially all of these charges in the first two quarters of 2024. About The Arena Group Holdings The Arena Group Holdings, Inc. (NYSE American: AREN) together with its subsidiaries, operates digital media platform the United States and internationally. The company offers the Platform, a proprietary online publishing platform comprising publishing tools, video platforms, social distribution channels, newsletter technology, machine learning content recommendations, notifications, and other technology. The company was formerly known as TheMaven, Inc. and changed its name to The Arena Group Holdings in February 2022. The Arena Group was incorporated in 1990 and is based in New York. THERATECHNOLOGIES INC: Gets Update From FDA on Tesamorelin sBLA --------------------------------------------------------------- Theratechnologies Inc. announced it has received correspondence from the U.S. Food and Drug Administration (FDA) regarding the Company's supplemental Biologics License Application (sBLA) for the F8 formulation of tesamorelin. The FDA has notified the Company that it is continuing its review of the application beyond the Prescription Drug User Fee Act (PDUFA) goal date of Jan. 22, 2024. Further information will be provided in due course. About Theratechnologies Theratechnologies (TSX: TH) (NASDAQ: THTX) -- www.theratech.com -- is a biopharmaceutical company focused on the development and commercialization of innovative therapies addressing unmet medical needs. Montreal, Canada-based KPMG LLP, the Company's auditor since 1993, issued a "going concern" qualification in its report dated Feb. 27, 2023, citing that the Company's convertible notes mature in June 2023 and its Loan Facility contains various covenants, including minimum liquidity covenants. There is material uncertainty related to events or conditions that cast substantial doubt about its ability to continue as a going concern. TONAWANDA COKE: Unsecureds to Get Share of Carveout in Plan ----------------------------------------------------------- Tonawanda Coke Corporation filed a First Amended Plan of Liquidation. Under the Plan, Class 2 consists of all General Unsecured Claims including the EPA General Unsecured Claim but excluding Tort Claims. Class 2 Claims are impaired and entitled to vote to accept or reject the Plan. Unless otherwise agreed to by the holder of such Claim 2 Claim, on the later of (a) the Effective Date, or as soon thereafter as reasonably practicable and (b) for Disputed Claims, the date on which such Claim becomes an Allowed General Unsecured Claim, each holder of an Allowed General Unsecured Claim will receive a Pro Rata distribution of (i) the General Unsecured Claim Initial Carveout and (ii) the General Unsecured Claim Supplemental Carveout, in each case, minus the amount of Cash set aside for the Tort Claims Reserve. If after payment of all amounts contemplated under this Plan to be paid on or immediately after the Effective Date, there is additional Available Cash received by the Plan Administrator, the Class 2 Creditors holding Allowed General Unsecured Claims will receive a Pro Rata distribution of 10% of such additional Available Cash, if any, from the Plan Administrator. "General Unsecured Claim Initial Carveout" means the amount of $200,000 set aside for the benefit of holders of General Unsecured Claims pursuant to the EPA/DOL Settlement Agreement. "General Unsecured Claim Supplemental Carveout" means an amount equal to 10% of the Available Cash. In order to fund the distributions under the Plan, the Debtor sold substantially all of its Assets during the pendency of this Case. The Debtor has also obtained an Order from the Bankruptcy Court requiring Affinity to make future distributions to the Debtor in connection with its preferred shares. As further set forth in the Debtor's Motion Pursuant To Bankruptcy Rule 9019 To Approve Settlement With Affinity Insurance Ltd, the Affinity distributions should occur annually through 2026 and are anticipated to be approximately $1,100,000 for the period from 2022 through 2026, of which half will be distributed to the Debtor. The Committee, on behalf of the Debtor's Estate, has also recovered $200,000.00 pursuant to a Settlement Agreement related to a fraudulent conveyance action against one of the Debtor's affiliates and certain insiders commenced as Official Committee of Unsecured Creditors of Tonawanda Coke Corporation vs. Tamroy, Inc., James Crane, as Executor of the Estate of James Donald Crane, Robert A. Bloom, Michael K. Durkin & Paul A. Saffrin, A.P. No. 1-20-1044-MJK. This settlement resolved and provided a release of the Estate's potential claims against the named defendants. Attorneys for the Debtor: James C. Thoman, Esq. Jessica P. Chue, Esq. HODGSON RUSS LLP The Guaranty Building, 140 Pearl St., Suite 100 Buffalo, NY 14202 Tel: (716) 856-4000 E-mail: jthoman@hodgsonruss.com A copy of the Plan of Liquidation dated Jan. 10, 2024, is available at https://tinyurl.ph/ityPA from PacerMonitor.com. About Tonawanda Coke Corp Tonawanda Coke Corporation -- http://www.tonawandacoke.com/-- is an ISO 9001 Registered merchant producer of high-performance foundry coke to the U.S. and Canadian foundry, and insulation and sugar beet industries. The company was founded in 1917 and is headquartered in Tonawanda, N.Y. Tonawanda Coke Corporation filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-12156) on Oct. 15, 2018. In the petition signed by Michael K. Durkin, president, the Debtor estimated $10 million to $50 million in both assets and liabilities. The case is assigned to Judge Michael J. Kaplan. Garry M. Graber, Esq., at Hodgson Russ LLP, represents the Debtor. The Office of the U.S. Trustee appointed a committee of unsecured creditors in the Debtor's case on July 15, 2019. The committee is represented by Baumeister Denz LLP. TOP SHELV: Plan & Disclosures Due June 17, 2024 ----------------------------------------------- Judge Daniel S. Opperman has entered that the following deadlines and hearing dates are established for debtor Top Shelv Worldwide, LLC: a. For creditors who are required by law to file claims, the deadline is Feb. 26, 2024. b. The deadline for the debtor to file motions or requests to value security pursuant to L.B.R. 9014-1 is Apr. 22, 2024. c. The deadline for parties to request the debtor to include any information in the disclosure statement is May 20, 2024. d. The deadline for the debtor to file a combined plan and disclosure statement is June 17, 2024. Counsel must deliver a paper Judge's copy of the combined plan and disclosure statement to chambers within one day of the electronic filing of this document. e. The deadline to return ballots on the plan, as well as to file objections to final approval of the disclosure statement and objections to confirmation of the plan, must be 7 days prior to the hearing as described in par f. The completed ballot form must be returned by mail to the debtor's attorney: Edward Gudeman, 1026 W. Eleven Mile Road, Royal Oak, Michigan 48067. f. The hearing on objections to final approval of the disclosure statement and confirmation of the plan must be held within 45 days of filing the disclosure statement, with the date to be scheduled by the Court. g. The deadline for all professionals to file final fee applications pursuant to L.B.R. 2016-1 and L.B.R. 9014-1 is 14 days after the hearing described in paragraph 1f. h. The deadline to file objections to this order pursuant to paragraph 8 is Jan. 31, 2024. i. The deadline to file a motion to extend the deadline to file a plan is May 20, 2024. j. These dates and deadlines are subject to change upon notice if the debtor files a plan before the deadline in paragraph d above. About Top Shelv Worldwide Top Shelv Worldwide, LLC, owns the property constituting the land and lacility known as the Tri-City Sports Complex at Williams Township, Bay County, Michigan. Top Shelv has sought bankruptcy protection several times. Top Shelv filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 15-21770) on Aug. 31, 2015, a plan was confirmed May 6, 2016. Top Shelv again sought protection (Bankr. E.D. Mich. Case No. 17-21434) on July 14, 2017. Top Shelv most recently sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 23-21248) on Oct. 19, 2023. The Hon. Daniel S Oppermanbaycity is the case judge. The Debtor's counsel: Edward J. Gudeman Gudeman & Associates, P.C. 248-546-2800 ecf@gudemanlaw.com TOPPOS LLC: Trustee Taps Williams Overman Pierce as Accountant -------------------------------------------------------------- John Bircher III, the trustee appointed in the Chapter 11 case of Toppos, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Williams Overman Pierce, LLP as his accountant. The firm will provide these services: (a) give accounting and tax advice to the trustee; (b) prepare any and all quarterly and annual state and federal tax returns; and (c) perform any other accounting services for the trustee as may be necessary in this Chapter 11 proceeding. Edward Golden, CPA, an accountant at Williams Overman Pierce, 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: Edward Golden, CPA Williams Overman Pierce, LLP 2501 Atrium Dr., Suite 500 Raleigh, NC 27607 Telephone: (919) 782-3444 Facsimile: (919) 782-2552 Email: egolden@wopcpa.com 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 was appointed as the Chapter 11 trustee in the Debtor's case. The trustee tapped Davis Hartman Wright, LLP as counsel and Williams Overman Pierce, LLP as accountant. TRIUMPH GROUP: BlackRock, Inc. Has 16.3% Stake as of Dec. 31 ------------------------------------------------------------ BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2023, it beneficially owned 12,556,759 shares of common stock of Triumph Group Inc., representing 16.3 percent of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1021162/000108636424000807/us8968181011_012224.txt About Triumph Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. -- http://www.triumphgroup.com-- designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators. As of Sept. 30, 2023, the Company had $1.67 billion in total assets, $314.63 million in total current liabilities, $1.65 billion in long-term debt (less current portion), $307.84 million in accrued pension and other postretirement benefits, $7.27 million in deferred income taxes, $55.62 million in other noncurrent liabilities, and a total stockholders' deficit of $668.22 million. * * * As reported by the TCR on Dec. 27, 2023, Moody's Investors Service placed the Caa1 Corporate Family Rating and the Caa1-PD Probability of Default Rating of Triumph Group, Inc. on review for upgrade following the announcement on December 21, 2023 that Triumph agreed to sell its Product Support business to AAR CORP. (unrated) for $725 million. Moody's said the review for upgrade of the CFR and PDR will consider the benefits to the company's financial leverage, liquidity and refinancing risk that will accrue by retiring debt with the sale proceeds. As reported by the TCR on Dec. 8, 2023, S&P Global Ratings revised its outlook to positive from stable and affirmed the 'CCC+' issuer credit rating on Triumph Group Inc. S&P expects management to remain focused on deleveraging the balance sheet; however, there remains some risk around the company's upcoming maturity of its 2025 unsecured notes. TYCHE HOLDINGS: Hires Miranda & Maldonado P.C. as Counsel --------------------------------------------------------- Tyche Holdings Elp, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Miranda & Maldonado, P.C. as counsel. The firm's services include: a. providing it legal advice with respect to its powers and duties as Debtor-in-Possession and the continued operation and management of its business; b. attending the Initial Debtor Conference and 341 Meeting of Creditors; c. preparing necessary applications, answers, ballots, judgments, motions, notices, objections, orders, reports, and any other legal instrument necessary in furtherance of its reorganization; d. reviewing prepetition executory contracts and unexpired leases entered by the Debtor and to determine which should be assumed or rejected; e. assisting the Debtor in the preparation of a Disclosure Statement, the negotiation of a Plan of Reorganization with the creditors in its case, and any amendments thereto, and seeking confirmation of the Plan of Reorganization; and f. performing all other legal services for the Debtor which may become necessary to effectuate a reorganization of the Bankruptcy Estate. The firm will be paid at these rates: Carlos A. Miranda, Esq. $350 per hour Carlos G. Maldonado, Esq. $350 per hour Legal Assistant $150 per hour The firm received retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Carlos Miranda, Esq., an attorney at Miranda & Maldonado, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Carlos A. Miranda, Esq. Carlos G. Maldonado, Esq. MIRANDA & MALDONADO, PC 5915 Silver Springs, Bldg. 7 El Paso, TX 79912 Telephone: (915) 587-5000 Facsimile: (915) 587-5001 Email: cmiranda@eptxlawyers.com cmaldonado@eptxlawyers.com About Tyche Holdings Elp, LLC Tyche Holdings ELP, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-31291) on Dec. 5, 2023. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Christopher G Bradley oversees the case. Carlos A. Miranda, Esq. at Miranda & Maldonado, P.C. represents the Debtor as counsel. UKG INC: Moody's Affirms 'B2' CFR, Outlook Remains Negative ----------------------------------------------------------- Moody's Investors Service affirmed UKG, Inc.'s ratings including its B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 senior secured first lien debt ratings and Caa1 senior secured second lien debt ratings. UKG is refinancing and modestly upsizing its first lien debt facilities. The new senior secured first lien debt facilities are also being assigned a B1 rating. The outlook remains negative. The ratings affirmation reflects the exceptional strength and scale of UKG's Human Capital Management business and its growth prospects offset by the aggressive financial policies of its private equity owners. The negative outlook reflects the unusually high leverage and likelihood of continuing negative cash flow after employee stock related payments. RATINGS RATIONALE UKG is a large vendor of Human Capital Management (HCM) software with strong market positions in the Workforce Management (WFM), Human Resources software, and payroll processing segments. If economic conditions remain favorable, Moody's expect revenue growth in the mid-teens percentages over the next 2 to 3 years. UKG's $3.7 billion of recurring software revenues in fiscal year 2023 ($4.3 billion total revenues) provide high revenue and operating cash flow visibility over the next 12 to 18 months. However, the company's history of debt-funded capital returns and acquisitions along with large employee stock related payments drives a very high resulting financial leverage which constrains its credit profile despite strong growth prospects. Moody's expect strong EBITDA growth as business transformation initiatives and other one-time costs subside over the next two years. Free cash flow will likely continue to fall short of covering outlays for employee stock related payments over the next year. Employee stock related payments can however vary widely in any given year. In the absence of additional acquisitions or distributions to the owners, free cash flow after employee payments has the potential to be positive and total debt to EBITDA (Moody's adjusted, and after adding back stock-based compensation expense and certain unusual expenses) has the potential to decline from 11x at closing of the transaction to below 8x by FY 2025. Leverage before those addbacks is substantially higher (approximately 16x at closing). While Moody's believe the ongoing vesting and monetization related to employee equity holdings is a positive retention benefit to the business and a portion is discretionary, the scale and uncertainty of the timing of the cash payments creates an overhang on the credit profile. UKG will have good liquidity comprising of approximately $312 million of cash balances and $945 million of availability under its revolving credit facility pro forma for the refinancing transaction. Moody's further expects free cash flow after employee stock related payments to remain negative over the next year. The Credit Impact Score of CIS-4 primarily reflects governance considerations, specifically the company's high financial risk tolerance under the ownership of financial sponsors and its history of debt-funded dividends and acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given UKG's very high leverage, a rating upgrade is not expected in the intermediate term. Over time, the ratings could be upgraded if the company commits to and demonstrates a track record of more conservative financial policies and sustains free cash flow in the high single digit percentages of adjusted debt. Conversely, the ratings could be downgraded if organic revenue growth decelerates to below high single digits, liquidity weakens, or free cash flow is expected to remain negative on other than a temporary basis. UKG was formed through the merger of The Ultimate Software Group, Inc. and Kronos Incorporated in April 2020. The company is a leading provider of workforce management, human resources and payroll software applications. Affiliates of private equity firm Hellman & Friedman have controlling equity interest in the company. Funds affiliated with Blackstone, GIC, Canada Pension Plan Investment Board, and JMI Equity own minority interests in UKG. The principal methodology used in these ratings was Software published in June 2022. VBI VACCINES: Further Extends Forbearance With Lenders to Feb. 6 ---------------------------------------------------------------- VBI Vaccines Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that effective Jan. 23, 2024, the Company along with its subsidiary VBI Cda, as borrowers, and K2 HealthVentures LLC and any other lender from time-to-time party thereto, as lenders, agreed to further extend the Forbearance Period through and including Feb. 6, 2024, subject to compliance by the Borrowers with the same terms and conditions as set forth in the Forbearance Agreement. On Nov. 13, 2023, the Borrowers entered into a forbearance agreement with the Lenders pursuant to which the Lenders agreed to forbear from exercising the Secured Parties' (as defined in that certain Loan and Guaranty Agreement between the Borrowers and the Lenders, dated as of May 22, 2020), rights with respect to the failure to meet the minimum Net Revenue (as defined in the Loan Agreement) covenant for the measurement period ended Sept. 30, 2023, from Nov. 13, 2023, through and including Nov. 28, 2023, subject to compliance by the Borrowers with certain terms and conditions as set forth in the Forbearance Agreement. Additionally, as previously disclosed, on Nov. 28, 2023, Dec. 12, 2023, Dec. 26, 2023, and Jan. 9, 2024, effective as of the same dates, the Borrowers and the Lenders agreed to extend the Forbearance Period through and including Dec. 12, 2023, Dec. 26, 2023, Jan. 9, 2024, and Jan. 23, 2024, respectively, subject to compliance by the Borrowers with the same terms and conditions as set forth in the Forbearance Agreement. The Company said there is no assurance that it will be able to meet the conditions set forth in the Forbearance Agreement, which will result in a termination of the Forbearance Period. In addition, the Forbearance Agreement is not a waiver by K2HV of the Company's obligation to meet the covenants pursuant to the Loan Agreement. Accordingly, K2HV may declare an Event of Default after the end of the Forbearance Period, and there is no assurance that the Company would be able to enter into another forbearance agreement for any additional periods. Upon occurrence and during the continuance of an Event of Default, K2HV is entitled to declare all obligations under the Loan Agreement immediately due and payable and to stop advancing money or extending credit under the Loan Agreement, and the applicable rate of interest will be increased by 5.00% per annum. About VBI Vaccines VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles ("VLPs"), including a proprietary enveloped VLP ("eVLP") platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $113.30 million for the year ended Dec. 31, 2022, a net loss of $69.75 million for the year ended Dec. 31, 2021, a net loss of $46.23 million for the year ended Dec. 31, 2020, a net loss of $54.81 million for the year ended Dec. 31, 2019, and a net loss of $63.60 million for the year ended Dec. 31, 2018. As of Sept. 30, 2023, the Company had $100,784,000 in total assets and $80,898,000 in total liabilities. In its Quarterly Report for the three months ended Sept. 30, 2023, VBI Vaccines said there is substantial doubt about its ability to continue as a going concern. According to the Company, it faces a number of risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company's products, and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development and commercialization of its products. The Company had an accumulated deficit of $582,432 and cash of $35,454 as of September 30, 2023. Cash outflows from operating activities were $48,826 for the nine months ended September 30, 2023. VESTTOO LTD: Nixon Peabody & Cross File Rule 2019 Statement ----------------------------------------------------------- The law firms Nixon Peabody LLP ("NP") and Cross & Simon LLP ("CS") filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of Vesttoo Ltd. and its affiliates, the firms represent: 1. Matag Investment Ltd. 94 Yigal Alon St. Tel Aviv, Israel 4672562 2. M. Arkin (1999) Ltd. 11 Hanofim St., Building B, 9th Floor Herzilya, Israel 4672562 Matag has asserted a claim of $4,402,000 against each of the following Debtors: Vescor Bay L.P., Vescor Bay G.P. and Vestoo Alpha Limited Manager Ltd. Arkin has asserted a claim of $1,247,400 against each of the following Debtors: Vescor LP, Vescor GP and Vestoo Alpha. In addition, Matag is a 23% and Arkin is a 6.75% limited partner of Vescor LP. None of the creditors represents or purports to represent any other entities in connection with the Chapter 11 Cases. NP and CS do not hold any claims against, or interests in, the Debtors. Counsel to Matag Investment Ltd. and M. Arkin: CROSS & SIMON, LLC Christopher P. Simon, Esq. Kevin S. Mann, Esq. 1105 North Market Street, Suite 901 P.O. Box 1380 Wilmington, Delaware 19899-1380 (302) 777-4200 (Telephone) (302) 777-4224 (Facsimile) Email: csimon@crosslaw.com kmann@crosslaw.com - and - NIXON PEABODY LLP Christopher M. Desiderio, Esq. Christopher Fong, Esq. 55 West 46th Street New York, New York 10036 Telephone: (212) 940-3000 Email: cdesiderio@nixonpeabody.com cfong@nixonpeabody.com About Vesttoo Ltd Vesttoo Ltd. is a technology-driven collateralized reinsurance provider in Tel Aviv, Israel. It connects the insurance industry with the capital markets by combining AI-powered technology with expertise in data science, insurance and finance. Vesttoo and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. (Lead Case No. 23-11160) on August 14 and 15, 2023. The Honorable Bankruptcy Judge Mary F. Walrath oversees the case. The Debtors tapped DLA Piper, LLP (US) as legal counsel and Kroll, LLC as financial advisor. Epiq Corporate Restructuring, LLC is the claims and administrative agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Greenberg Traurig, LLP as legal counsel and Alvarez & Marsal North America, LLC as financial advisor. VICTORY PROFESSIONAL: Arturo Cisneros Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 16 appointed Arturo Cisneros as Subchapter V trustee for Victory Professional Products, Inc. Mr. Cisneros will be paid an hourly fee of $600 for his services as Subchapter V trustee while the trustee administrator will be compensated at $200 per hour. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Mr. Cisneros declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Arturo Cisneros 3403 Tenth Street, Suite 714 Riverside, CA 92501 Phone: (951) 682-9705/(951) 682-9707 Email: Arturo@mclaw.org About Victory Professional Products Victory Professional Products, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 24-10111) on Jan. 17, 2024, with $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Misty A. Perry Isaacson of Pagter And Perry Isaacson, Aplc represents the Debtor as legal counsel. VIRTUS INVESTMENT: S&P Affirms 'BB+' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit and debt ratings on Virtus Investment Partners Inc. The stable outlook indicates that S&P expects Virtus to maintain leverage of 1.5x-2.0x over the next 12 months. S&P expects Virtus' leverage to be below 2.0x over the next 12 months. The company grew its EBITDA, primarily through inorganic growth from acquisitions from $173 million in 2018 to $306 million in 2022. Virtus funded the acquisitions through debt, cash, contingent considerations, and use of its revolver, but consistently paid down acquisition-related debt after transaction close. As a result, leverage is currently below 2.0x. That said, Virtus, a multi boutique asset manager, has had mixed asset flows excluding acquisitions. Although the company's affiliated managers have had good investment performance, the path to consistent net inflows remains unclear, and S&P expects EBITDA for 2023 to be down slightly year-over-year on lower AUM and weaker margins. Leverage could be volatile due to the acquisitive business model. Since 2017, Virtus has acquired five affiliates, two of which it funded through debt issuances. S&P said, "We expect that as a multi-affiliate, the company will continue to acquire other asset managers, and the transactions may be debt financed. A highly leveraged acquisition could lead to a spike in leverage above our current expectation of 1.5x-2.0x, reflecting management's somewhat higher leverage tolerance related to acquisition activity. Given Virtus' smaller size relative to other asset managers we rate, acquisitions are potentially more impactful to the company's balance sheet." S&P said, "The stable outlook reflects our expectation that Virtus will maintain leverage, as measured by net debt to EBTIDA, at 1.5x-2.0x in the next 12 months, while it seeks to grow assets under management (AUM) organically and potentially through additional mergers and acquisitions (M&A). "We could lower the rating on Virtus if leverage rises above 3.0x. A highly leveraged acquisition could likewise lead to a negative rating action, as could a deteriorating operating performance (for example, further net outflows or worsening investment performance). "An upgrade is contingent on leverage remaining comfortably below 2.0x. We would also expect to see solid investment performance with consistent net inflows." WHITETAIL DEVELOPMENT: Hires Chris Beckett as Real Estate Broker ---------------------------------------------------------------- Whitetail Development Group, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Chris Beckett Real Estate, LLC as real estate broker. The firm will market and sell the Debtor's real property known as Block 2, 3, and 4 of Fullbright Addition Kermit, Texas. The firm will be paid a commission of 6 percent of the gross sales price. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Chris Beckett, a principal at Chris Beckett Real Estate, 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: Chris Beckett Chris Beckett Real Estate, LLC 4400 N Big Spring St., Suite E-100 Midland, TX 79705 Tel: (432) 349-7000 Fax: (432) 224-1900 About Whitetail Development Group, LLC Whitetail Development Group, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-70138) on October 27, 2023, listing $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Shad Robinson presides over the case. Robert T DeMarco, III, Esq. at Demarco Mitchell, PLLC serves as Debtor's counsel. WINDSOR TERRACE: Wins $1MM DIP Loan from RT Lending --------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized two affiliated debtors of Windsor Terrace Healthcare, LLC to use cash collateral and obtain post-petition financing, on an interim basis, through March 7, 2024. Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC -- the New Windsor Debtors -- are permitted to obtain post-petition financing in the aggregate principal amount not to exceed $1 million from RT Lending, LLC. On June 30, 2023, the Debtors entered into credit and security agreements with MidCap Funding IV Trust, as agent and as a Prepetition Non-HUD Lender. The Prepetition Non-HUD Lenders provided the Prepetition Non-HUD Borrowers with a secured revolving credit facility in the maximum principal amount of $16.7 million and a secured term loan facility in the maximum principal amount of $4.5 million, and a secured revolving credit facility in the maximum principal amount of $12 million. As of the Petition Date, the total indebtedness owed under MidCap Loan Agreements was approximately $13.5 million. As adequate protection for the New Windsor Debtors' use of cash collateral, the Secured Creditors are granted Adequate Protection Liens. The Secured Creditors include Popular Bank, a New York State chartered commercial bank, which is a creditor to debtor Windsor Terrace Healthcare, LLC, and a non-debtor party, Windsor Healthcare Sepulveda, LLC, the landlord of the affected facility. Windsor Healthcare Sepulveda is not a debtor in the proceedings. To the extent of the Diminution in Value of the Agent's interests, the Prepetition Lenders and the other Secured Creditors in the Prepetition Collateral, the Agent, for its own benefit and for the benefit of the Prepetition Lenders, and the other Secured Creditors are granted allowed superpriority administrative expense claims in the same priority as the Replacement Liens, to the extent provided by 11 U.S.C. sections 503(b) and 507(b), in the Chapter 11 Cases and any Successor Case against the Debtors' estates against which the Agent, the Prepetition Lenders and the Secured Creditors have allowed secured claims. The events that constitute an "Event of Default" include: (a) failure of the New Windsor Debtors to obtain (i) entry of the Interim Order by the Court in form and substance acceptable to the Prepetition Lender and the New Windsor Debtors, in each case in their respective sole discretion, within 10 days of the New Windsor Debtors' Petition Date, or (ii) a further Interim Order in form and substance acceptable to the Petition Lender and the New Windsor Debtors, in each case in their respective sole discretion, on or before the Termination Date; (b) if either of the New Windsor Debtors' Chapter 11 cases are converted to a case under chapter 7 of the Bankruptcy Code, (ii) any of the New Windsor Debtors' bankruptcy cases are dismissed; or (iii) any New Windsor Debtor shall file any pleading requesting such relief; (c) the entry of an order appointing a trustee or an examiner with expanded powers for any of the New Windsor Debtors' estate of with respect of any of the New Windsor Debtors' property; (d) entry of an order reversing, vacating, or otherwise amending, supplementing or modifying the Interim Order; (e) entry of an order granting relief from the automatic stay to any creditor with a claim larger than $100,000, unless the relief granted applies solely to the pursuit of the New Windsor Debtors' applicable insurance policies or pending lawsuits, administrative or other legal proceedings; (f) the New Windsor Debtors seeking entry of an order for relief under section 506(c) of the Bankruptcy Code with respect to the Prepetition Collateral; (g) the New Windsor Debtors breach or fail to comply with any term or provision of the Interim Order; (h) the DIP Lender fails to fund the DIP Loan upon the New Windsor Debtors' request; or (i) a material adverse change occurs in the financial condition or business prospects of any of the New Windsor Debtors, which default will have continued unremediated for a period of 10 business days after notice from Prepetition Lender. Should any of the New Windsor Debtors determine that their respective cash flow supports repayment of any loan received by a New Windsor Debtor, the applicable New Windsor Debtor will repay such loan, in whole or in part, at its discretion. All unpaid loans will be repaid on the earlier of (i) effective date of the New Windsor Debtors' plan(s) of reorganization; or (ii) August 30, 2033. At all times the New Windsor Debtors will maintain casualty and loss insurance coverage for the Prepetition Collateral on substantially the same basis as maintained before the Petition Date and shall name the Prepetition Lender as loss payee or additional insured, as applicable, thereunder. The Debtors are required to comply with these milestones: (a) On or before February 29, 2024, file a plan of reorganization or liquidation and an accompanying disclosure statement; (b) The Debtors must obtain Court approval of the disclosure statement on or before April 30, 2024; and (c) The Debtor must obtain Court confirmation of a Plan on or before June 30, 2024. A final hearing on the matter is set for March 7, 2024 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=RqfoIz from Stretto, the claims agent. About Windsor Terrace Healthcare, LLC Windsor Terrace Healthcare LLC and its affiliates own and operate 16 skilled nursing facilities throughout the State of California, which provide 24-hour, 7-days-a-week and 365-days-a-year care to patients who reside at those facilities. Windsor Terrace Healthcare et al. also own and operate an assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). They do not own any of the real property upon which the facilities are located. Windsor Terrace Healthcare LLC and several affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 23-11200) on August 23, 2023. In the petition signed by Avrohom Tress, manager, Windsor Terrace Healthcare LLC disclosed up to $10 million in both assets and liabilities. Windsor Sacramento Estates, LLC and Windsor Hayward Estates, LLC, filed for Chapter 11 on September 29, 2023. Judge Victoria S. Kaufman oversees the case. Ron Bender, Esq., Monica Y. Kim, Esq., and Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo, and Golubchik LLP, represent the Debtors as legal counsel. Stretto, Inc. is the Debtors' claims, noticing and solicitation agent. [*] 15 Ervin Cohen Attorneys Named to 2024 SoCal Super Lawyers List ------------------------------------------------------------------- Ervin Cohen & Jessup LLP on Jan. 12, 2024, disclosed that 15 of the firm's attorneys have been distinguished by their peers, earning a place in the 2024 Southern California Super Lawyers list. Annually, Super Lawyers, a lawyer rating service, recognizes no more than five percent of attorneys in each state. This honor highlights lawyers from over 70 practice areas who have demonstrated exceptional professional achievements and garnered substantial peer recognition. The selection process is rigorous and patented, involving a comprehensive statewide lawyer survey, an independent candidate evaluation, and specialized peer reviews within various practice areas. The following Ervin Cohen & Jessup attorneys have been named to the 2024 Southern California Super Lawyers list: Blake Alsbrook: Bankruptcy Kelly Cunningham: Intellectual Property Peter Davidson: Creditor Debtor Rights Jeffrey Glassman: Business & Corporate Geoffrey Gold: Business Litigation Vanja Habekovic: Taxation Randall Leff: Business Litigation Barry MacNaughton: Construction Litigation Byron Moldo: Creditor Debtor Rights Kelly Scott: Employment & Labor Russell Selmont: Intellectual Property Litigation Peter Selvin: Business Litigation Albert Valencia: Real Estate Joan Velazquez: Real Estat Pantea Yashar: Real Estate Ervin Cohen & Jessup LLP -- http://www.ecjlaw.com/--is a full-service firm that provides a broad range of business-related legal services including corporate law; litigation; intellectual property & technology law; real estate transactions and finance; construction & environmental law; tax planning and controversies; employment law; health care law; bankruptcy, receivership and reorganization; and estate planning. [*] Four Cohn & Dussi Attorneys Named to Boston Top Lawyer List --------------------------------------------------------------- Cohn & Dussi, a full-service law firm with its principal office in Boston, on Jan. 17 disclosed that four attorneys from the firm were named Top Lawyers by Boston magazine. Boston magazine's Top Lawyers List recognizes lawyers throughout Greater Boston for excellence in the field as chosen by their peers. The following Cohn & Dussi attorneys were chosen as Top Lawyers for 2023: -- Managing Partner Lewis J. Cohn in the field of bankruptcy and workouts; -- Partner Richard E. Alpert in the field of personal injury law; -- Partner Russell A. Rosenthal in the field of personal injury law; and -- Associate Andrew B. Glaab in the field of bankruptcy and workouts. Mr. Cohn's practice is focused on representing lenders in all phases of the commercial loan process, with a special expertise in the collection, workout, and liquidation of troubled debt. He serves as chair of Cohn & Dussi's Financial Services Group. Messrs. Alpert and Rosenthal co-lead the firm's Personal Injury Department. Alpert also heads Cohn & Dussi's Trusts & Estates Department. Further, Mr. Rosenthal is a senior member of the firm's Litigation Department. Mr. Glaab, who heads the firm's in-house collections group, is a graduate of the Massachusetts Bar Association (MBA) Leadership Academy. He was named to the Rising Stars List by Super Lawyers in 2022 and 2023 and the 2023 NextGen 40 Under 40 List by Monitor Daily. About Cohn & Dussi Boston law firm Cohn & Dussi -- http://www.cohnanddussi.com-- is full-service law firm that offers clients comprehensive, customized solutions to their complex business challenges. Attorneys in the firm offer extensive experience in collections and workouts, creditors' rights, commercial litigation, leasing, bankruptcy, corporate and finance law, construction law, and real estate transactions. Over the course of nearly 30 years, Cohn & Dussi has built long-term relationships with its clients, solving problems using a team approach and leveraging a national network of attorneys in all 50 states. [*] U.S. Healthcare Bankruptcies Rose at Record Levels in 2023 -------------------------------------------------------------- Erik Sherman of Globest.com reports that a recent Financial Times article about soaring U.S. healthcare bankruptcies might seem surprising. It reported that were almost five times as many 2023 Chapter 11 filings among large healthcare companies as in 2022. But a quick review of the last few years shows that the problems have been growing in plain sight. This is potentially bad news for landlords as bankruptcy filings can leave creditors hanging out to dry, as WeWork's bankruptcy process has reminded. "Bankruptcy affords the ability to cancel leases and cap the rejection damages the landlords can get," John Sparacino, a principal with McKool Smith's Bankruptcy Litigation practice area, previously told GlobeSt.com. "If there are many years left on a lease, the debtor can reject the lease "and damages are basically capped at one-year's rent." As the Financial Times noted about last year, "Eighteen companies with liabilities of more than $100mn, including radiotherapy and medical staffing services and a community hospital, filed for Chapter 11 bankruptcy protection, seeking court approval to reduce their debts." In the list were "Envision, which was formerly owned by KKR, Brown Brothers Harriman's American Physician Partners (APP) and Akumin, according to an analysis of data by BankruptcyData.com, part of analytics group New Generation Research." The reasons include regulatory pressure, falling patient numbers, the end of pandemic aid, labor shortages, and rising costs. Additionally, as the New York Times reported, a study in the Journal of the American Medical Association (JAMA) showed that the three years following private equity takeover of hospitals, “adverse events including surgical infections and bed sores rose by 25 percent among Medicare patients when compared with similar hospitals that were not bought by such investors.” That could come with a rise in legal costs. However, looking only at the biggest cases understates the extent of the problem that could face many landlords. In November 2023, Industry Dive, via its Healthcare Dive site, used data from BankruptcyData.com to find that more than 80 healthcare companies with liabilities of more than $10 million had already filed for bankruptcy year to date, whether Chapter 11, 7, 9, or 15. Becker's Healthcare had previously reported 54 healthcare bankruptcies in 2022, as of Dec. 20 2022. That was out of 340 total company filings, so 15.9%. But in 2022, national healthcare expenditure was 17.3% of U.S. GDP, so maybe not that surprising. Sai Balasubramanian, a doctor and lawyer as well as self-described healthcare strategy executive has written about the problem at Forbes. "Though healthcare has historically been perceived as an 'always in-demand' industry, the reality is that healthcare organizations have been equally impacted by razor thin margins, challenging workforce constraints and the results of oscillating economic headwinds," he said. "Healthcare has historically been perceived as always in demand, perhaps inflation resilient," Steven B Smith, a partner at US law firm Herrick, Feinstein, told the Financial Times. "But in the pandemic you had low interest rates, lender concessions, government funding for healthcare providers, all those factors deferred some of the fundamental issues hitting the most fragile businesses." [] Baltimore Commercial Property Foreclosure Sale Set for Jan. 25 ----------------------------------------------------------------- A foreclosure auction is scheduled on Jan. 25, 2024, at 2:00 p.m., for the sale of a 356,156 +/- sq. ft. commercial property located in One East Pratt Street in Baltimore, Maryland 21202. A deposit of $1 million in the form of a certified check required of all registered bidders at the time of sale. The deposit must be increased to 10% of the purchase price within 3 business days of the date of sale. The property sold is "As-is, Where-is" condition. The sale will be held at the Circuit Courthouse for Baltimore City, Clarence Mitchell Courthouse, Calvert St. Entrance, 100 N. Calvert St., Baltimore, Maryland 21202. For complete terms and conditions of the sale, check https://www.atlanticauctions.com/ or contact Bill Hudson of BSC America at (410) 803-4177 or email at bill.hudson@bscamerica.com. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Red EFT LLC Bankr. N.D.N.Y. Case No. 24-10037 Chapter 11 Petition filed January 15, 2024 See https://www.pacermonitor.com/view/EDVKVCA/Red_EFT_LLC__nynbke-24-10037__0001.0.pdf?mcid=tGE4TAMA represented by: Michael Boyle, Esq. BOYLE LEGAL LLC E-mail: mike@boylebankruptcy.com In re Grace Nicole Soto Bankr. D. Ariz. Case No. 24-00334 Chapter 11 Petition filed January 16, 2024 represented by: Jody Corrales, Esq. DECONCINI MCDONALD YETWIN & LACY, P.C. In re Steven Himmelman Bankr. N.D. Ill. Case No. 24-00574 Chapter 11 Petition filed January 16, 2024 represented by: Ariel Weissberg, Esq. In re Kathleen Anne Dudley Bankr. D.N.M. Case No. 24-10034 Chapter 11 Petition filed January 16, 2024 represented by: Noel Gallegos, Esq. In re Champ Enterprises, LLC Bankr. D.N.J. Case No. 24-10402 Chapter 11 Petition filed January 16, 2024 See https://www.pacermonitor.com/view/UR35ZVA/Champ_Enterprises_LLC__njbke-24-10402__0001.0.pdf?mcid=tGE4TAMA represented by: John O'Boyle, Esq. NORGAARD OBOYLE HANNO E-mail: joboyle@norgaardfirm.com In re Sutton Transport LLC Bankr. W.D. Pa. Case No. 24-20118 Chapter 11 Petition filed January 16, 2024 See https://www.pacermonitor.com/view/5J7NGRY/Sutton_Transport_LLC__pawbke-24-20118__0001.0.pdf?mcid=tGE4TAMA represented by: Christopher M. Frye, Esq. STEIDL & STEINBERG, P.C. E-mail: chris.frye@steidl-steinberg.com In re G Corp Investments, Inc. Bankr. S.D. Cal. Case No. 24-00101 Chapter 11 Petition filed January 17, 2024 See https://www.pacermonitor.com/view/35MD25I/G_Corp_Investments_Inc__casbke-24-00101__0001.0.pdf?mcid=tGE4TAMA represented by: Gregory T. Highnote, Esq. BANKRUPTCY LEGAL GROUP In re 18 Alexandra Drive IL, LLC Bankr. N.D. Ill. Case No. 24-00633 Chapter 11 Petition filed January 17, 2024 represented by: James Graham, Esq. In re 9-11 Wellesley LLC Bankr. E.D.N.Y. Case No. 24-40259 Chapter 11 Petition filed January 19, 2024 See https://www.pacermonitor.com/view/NIIKW5A/9-11_Wellesley_LLC__nyebke-24-40259__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re The Ryal Schuyler, LLC Bankr. S.D.N.Y. Case No. 24-22041 Chapter 11 Petition filed January 17, 2024 See https://www.pacermonitor.com/view/ZBPRW7Q/The_Ryal_Schuyler_LLC__nysbke-24-22041__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re The Milk Road LLC Bankr. E.D.N.C. Case No. 24-00152 Chapter 11 Petition filed January 17, 2024 See https://www.pacermonitor.com/view/32ZJGXY/The_Milk_Road_LLC__ncebke-24-00152__0001.0.pdf?mcid=tGE4TAMA represented by: Richard P Cook, Esq. RICHARD P. COOK PLLC E-mail: CapeFearDebtRelief@gmail.com In re BBQATOC, Inc. Bankr. C.D. Cal. Case No. 24-10114 Chapter 11 Petition filed January 18, 2024 See https://www.pacermonitor.com/view/DM6YALI/BBQATOC_Inc__cacbke-24-10114__0001.0.pdf?mcid=tGE4TAMA represented by: Andrew Bisom, Esq. LAW OFFICE OF ANDREW S. BISOM E-mail: abisom@bisomlaw.com In re Gabriel Contreras Cardenas and Jovita Contreras Bankr. C.D. Cal. Case No. 24-10051 Chapter 11 Petition filed January 18, 2024 represented by: Reed Olmstead, Esq. In re 322 15th St LLC Bankr. D. Col. Case No. 24-00015 Chapter 11 Petition filed January 18, 2024 See https://www.pacermonitor.com/view/A4XY3TA/322_15TH_ST_LLC__dcbke-24-00015__0001.0.pdf?mcid=tGE4TAMA represented by: Kellee Baker, Esq. KB LAW FIRM E-mail: kblawfirm@gmail.com In re Ryan J. Pelky Bankr. M.D. Fla. Case No. 24-00252 Chapter 11 Petition filed January 18, 2024 represented by: Buddy Ford, Esq. In re Janet Leah Mahoney Bankr. M.D. Fla. Case No. 24-00141 Chapter 11 Petition filed January 18, 2024 represented by: Richard Perry, Esq. In re 315 East 29 Street LLC Bankr. E.D.N.Y. Case No. 24-40243 Chapter 11 Petition filed January 18, 2024 See https://www.pacermonitor.com/view/2XDW7LA/315_East_29_Street_LLC__nyebke-24-40243__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 525 Park Williamsburg LLC Bankr. E.D.N.Y. Case No. 24-40228 Chapter 11 Petition filed January 18, 2024 See https://www.pacermonitor.com/view/HWQSH4Q/525_Park_Williamsbhrg_LLC__nyebke-24-40228__0001.0.pdf?mcid=tGE4TAMA represented by: Rachel S. Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFELD PLLC E-mail: rachel@blumenfeldbankruptcy.com In re 88 Marion Street LLC Bankr. E.D.N.Y. Case No. 24-70218 Chapter 11 Petition filed January 18, 2024 See https://www.pacermonitor.com/view/Y3ZHUFQ/88_Marion_Street_LLC__nyebke-24-70218__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Sabrina Afifi Bankr. N.D. Cal. Case No. 24-40071 Chapter 11 Petition filed January 19, 2024 In re FL RHW Boulder LLC Bankr. D. Col. Case No. 24-10253 Chapter 11 Petition filed January 19, 2024 See https://www.pacermonitor.com/view/GPDC6IA/FL_RHW_Boulder_LLC__cobke-24-10253__0001.0.pdf?mcid=tGE4TAMA represented by: David V. Wadsworth, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. E-mail: dwadsworth@wgwc-law.com In re FL RHW Cherry Creek LLC Bankr. D. Col. Case No. 24-10254 Chapter 11 Petition filed January 19, 2024 See https://www.pacermonitor.com/view/TDEJG7A/FL_RHW_Cherry_Creek_LLC__cobke-24-10254__0001.0.pdf?mcid=tGE4TAMA represented by: David V. Wadsworth, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. E-mail: dwadsworth@wgwc-law.com In re BBB Food, Corp Bankr. D.P.R. Case No. 24-00152 Chapter 11 Petition filed January 19, 2024 See https://www.pacermonitor.com/view/QGAPSHQ/BBB_FOOD_CORP__prbke-24-00152__0001.0.pdf?mcid=tGE4TAMA represented by: Juan C Bigas-Valedon, Esq. JUAN C. BIGAS LAW E-mail: cortequiebra@yahoo.com In re Hijole Foods Bistro, Corp. Bankr. D.P.R. Case No. 24-00151 Chapter 11 Petition filed January 19, 2024 See https://www.pacermonitor.com/view/EG7FNDQ/HIJOLE_FOODS_BISTRO_CORP__prbke-24-00151__0001.0.pdf?mcid=tGE4TAMA represented by: Juan C. Bigas-Valedon, Esq. JUAN C. BIGAS LAW E-mail: cortequiebra@yahoo.com In re Torito Shelton, LLC Bankr. D. Conn. Case No. 24-50036 Chapter 11 Petition filed January 22, 2024 See https://www.pacermonitor.com/view/UH6MGLY/Torito_Shelton_LLC__ctbke-24-50036__0001.0.pdf?mcid=tGE4TAMA represented by: Stuart H. Caplan, Esq. LAW OFFICES OF NEIL CRANE, LLC E-mail: stuart@neilcranelaw.com In re Martin Jay Chapman and Lorene Lucille Chapman Bankr. S.D. Fla. Case No. 24-10571 Chapter 11 Petition filed January 22, 2024 represented by: Susan Lasky, Esq. In re Kinfolks Event Center, LLC Bankr. S.D. Ind. Case No. 24-00282 Chapter 11 Petition filed January 22, 2024 See https://www.pacermonitor.com/view/CJ5MYYA/Kinfolks_Event_Center_LLC__insbke-24-00282__0001.0.pdf?mcid=tGE4TAMA represented by: Eric Welch, Esq. WELCH & COMPANY, LLC E-mail: ecwelch@ewelchlaw.com In re Evangeline Optical Dispensary, Inc. Bankr. W.D. La. Case No. 24-50035 Chapter 11 Petition filed January 22, 2024 See https://www.pacermonitor.com/view/JL3K6AA/Evangeline_Optical_Dispensary__lawbke-24-50035__0001.0.pdf?mcid=tGE4TAMA represented by: Tom St. Germain, Esq. WEINSTEIN & ST. GERMAIN In re Over The Hill Janitorial II, LLC Bankr. D.N.J. Case No. 24-10555 Chapter 11 Petition filed January 22, 2024 See https://www.pacermonitor.com/view/W3SWJ4A/OVER_THE_HILL_JANITORIAL_II_LLC__njbke-24-10555__0001.0.pdf?mcid=tGE4TAMA represented by: Geoffrey P Neumann, Esq. BROEGE NEUMANN FISCHER SHAVER LLC E-mail: geoff.neumann@gmail.com In re 731 E 85 St Group Corporation Bankr. E.D.N.Y. Case No. 24-40275 Chapter 11 Petition filed January 22, 2024 See https://www.pacermonitor.com/view/JL6NTGY/731_E_85_St_Group_Corporation__nyebke-24-40275__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Chandradai Katwaroo Bankr. E.D.N.Y. Case No. 24-70284 Chapter 11 Petition filed January 22, 2024 ********* 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 ***