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240209.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, February 9, 2024, Vol. 28, No. 39 Headlines 23 INVESTMENTS: Seeks to Sell Rockwall Property for $769,900 25 JAY STREET: Hires Berger Fischoff Shumer as Counsel 316-318 GUILFORD: Hires Anthony Dkere, CPA as Accountant 5280 AURARIA: Court OKs Cash Collateral Access Thru Feb 29 863 EAST 12TH: Voluntary Chapter 11 Case Summary A.B.A.N.E. PROPERTIES: Hires Miranda & Maldonado P.C. as Counsel ACCURIDE CORP: Guggenheim SOF Marks $5.3MM Loan at 15% Off AGS PRO: Gen. Unsecureds Get Pro Rata Distributions From Fund AJC MEDICAL: To Seek Plan Confirmation on March 13, 2024 AMERICAN LEGION AMBULANCE: Commences Subchapter V Bankruptcy AMERICAN SCREENING: Unsecureds Get Full Payment in Plan ARRAY MIDCO: S&P Downgrades ICR to 'CCC', Outlook Negative ARTIFICIAL INTELLIGENCE: Taylor City Adds RADDOG to Police Unit ASCENSUS GROUP: Moody's Lowers Existing 1st Lien Bank Loans to B3 ASSUREDPARTNERS INC: Moody's Rates $500MM 1st Lien Term Loan 'B2' ASSUREDPARTNERS INC: S&P Rates New $500MM First-Lien Term Loan 'B' ATKORE INC: S&P Ups Issuer Credit Rating to 'BB+', Outlook Stable AUDACY INC: Intends to Cut Pineapple Podcast Division Jobs AZAR BOUJARAN-GHOMI: No Patient Complaints, 2nd PCO Report Says BIRCHINGTON LLC: Involuntary Chapter 11 Case Summary BLACK PRESS: Obtains CCAA Initial Stay Order; KVS as Monitor BLACKHAWK VALLEY: Seeks to Hire Barrick Switzer as Legal Counsel BLUE LIGHTNING: Seeks Court Approval to Sell Properties BLUE RIBBON: Guggenheim SOF Marks $6.1MM Loan at 15% Off BOBBITT ELECTRICAL: Wins Cash Collateral Access on Final Basis BOLTA US: Trustee Seeks to Tap McDonald Hopkins as Special Counsel BRINKER INTERNATIONAL: S&P Affirms 'BB-' ICR, Outlook Stable BURRELL FARMS: To Test TDG's $6.5MM Bid at Feb. 27 Auction CALIFORNIA RESOURCES: Moody's Affirms 'B1' CFR on Aera Transaction CALIFORNIA RESOURCES: S&P Affirms 'B+' ICR on Aera Energy Merger CANDY CLUB: Unsecureds Owed $6M to Get .005% of Their Claims CANO HEALTH: Moody's Downgrades PDR to D-PD Amid Bankruptcy Filing CANO HEALTH: NYSE to Commence Delisting Proceedings CANO HEALTH: Seeks $150MM DIP Loan from Wilmington CANOO INC: Appoints Former NASA Executive, EV Veteran to Board CAPROCK LAND: Bid to Use Cash Collateral Denied as Moot CBC SUBCO: Seeks Cash Collateral Access CELSIUS: Asset Recovery Manager, Litigation Administrator Appointed CIRCLE C EQUIPMENT: Hires Trenary CPA Firm as Accountant CLARKE GIBSON: Seeks to Hire McCardell Law Firm as Legal Counsel CLEAN ENERGY: To Issue $92K Convertible Note at 13.04% Discount CLEAR BLUE POOL: Hires Clear Blue Pool as Real Estate Broker COBRA AUTOMOTIVE: Seeks to Hire May Oberfell as Legal Counsel CONGREGATION BNAI: Unsecureds Owed $230K to Get 100% of Claims CRESCENT ENERGY: Fitch Affirms 'B+' IDR & Alters Outlook to Pos. CRYPTO CO: Borrows $50K From AJB Capital CURO GROUP: Holders Consent to Proposed Indenture Waiver, Amendment CURRENT ENERGY: Hires Kutner Brinen Dickey as Counsel DEL MONTE FOODS: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg. DIOCESE OF OGDENSBURG: Plan Exclusivity Period Extended to June 11 DIVERSIFIED PANELS: Hires James R. Calandra of Capstone as CRO EBIX INC: Appointment of Equity Committee Sought EDUCATION STATION: Taps Demarco Mitchell as Bankruptcy Counsel ELITE KIDS: Deadline to Confirm Plan Extended to May 2 ENCO PROPERTIES: Hires Seeks to Hire James K. Jopling as Attorney ENTXAR ELLOPROP: Hires Law Office of David T. Cain as Counsel EQUALTOX LLC: Seeks to Hire Raines Feldman Littrell as Counsel ERCOLE USA: Seeks to Tap Julianne Frank as Bankruptcy Counsel ETHEMA HEALTH: Inks $1MM Revolving Loan Agreement With Testing 123 EVE FINANCIAL: Seeks Cash Collateral Access EVENTIDE CREDIT: Hires Holland & Knight LLP as Special Counsel EXIGENT LANDSCAPING: Asks Court to Approve Bid Rules FARADAY FUTURE: All Five Proposals Passed at Special Meeting FARM LLC: Files for Subchapter V Bankruptcy FRANCISCAN FRIARS: Hires Donlin Recano as Administrative Advisor FREE REIN: Files Notice of Intention to Make BIA Proposal FREEDOM MORTGAGE: Fitch Gives B+(EXP) Rating on $450MM Unsec. Notes FRESH CITY: Gets Court's Initial Stay Order; PWC as Monitor FTX GROUP: Tells Court of Full Customers Repayment Plan GARCIA GRAIN: Hires Judge Russell F. Nelms as Mediator GAUCHO GROUP: Receives $72,934 Proceeds From Private Placement GDB HOLDINGS: Road Closure to Delay Exit Plan by 2 Months GETTY IMAGES: Moody's Rates New $1.38BB First Lien Loans 'B1' GETTY IMAGES: S&P Rates Proposed $1.38BB Term Loan B 'BB-' GLOBAL PROCESSING: Trustee Selling Kanawha Assets for $2.78MM GLOBAL TECHNOLOGIES: Incurs $3.46MM Net Loss in Q2 2023 GLOBAL WOUND: Hires Berger Fischoff Shumer as Counsel GOLD STAR: Wins Cash Collateral Access Thru Feb 22 GREENIDGE GENERATION: Expects Q4 Net Income of $1.4M to $2.4M GREENUP INDUSTRIES: Hires Heller Draper as Legal Counsel GREENUP INDUSTRIES: Seeks to Hire TWRU CPAs as Accountant GUANELLA PASS: Seeks to Hire Rippeteau Consulting as Bookkeeper GUR-MEAT INC: Seeks Continued Cash Collateral Access HARBOR CUSTOM: Hires Rosenberg Rich Baker as Auditor HARBOR CUSTOM: Hires TurningPointe LLC as Financial Advisor HARRINGTON ESTATES: Selling Glendale Property for $2.1MM HARVARD APPARATUS: Secures $500K Loan From CEO Junli He HILLENBRAND INC: Moody's Rates New Senior Unsecured Bond 'Ba1' HILLENBRAND INC: S&P Rates New $500MM Senior Unsecured Notes 'BB+' IEH AUTO PARTS: DOJ Watchdog Objects to $258,000 Atty's Fees IHEARTCOMMUNICATIONS: DWS Floating Marks $440,000 Loan at 16% Off INCLAN PAINTING: Seeks to Tap Richard Siegmeister as Legal Counsel INFINITY PHARMACEUTICALS: Unsecureds Will Get 37% of Claims INNOVATIVE DENTAL: Hires Curl Hark & Holliday as Legal Counsel INNOVATIVE DENTAL: Seeks to Hire Wade Stables as Accountant INVESTMENT SOLUTIONS: Hires Richard B. Rosenblatt PC as Counsel IPWE INC: Asks Court to Approve Bid Rules JL DANIELS: Has $2.5MM Deal to Sell Property to Jay Walker KC TRUCKING: Hires Boddie Plush & Branch as Accountant KORO KORO: $82K Unsecured Claims to Recover 100% over 5 Years LATIGO PLAZA: Taps Law Offices of William B. Kingman as Counsel LATIGO PROPERTIES: Seeks to Hire William B. Kingman as Counsel LEVI STRAUSS: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable LIGHTNING EMOTORS: To Sell All Assets to GERCO for $12.6 Million LOCKHART HOLDINGS: Taps Melanie Murray Mfume as Special Counsel LORDSTOWN MOTORS: Asks Court for Additional Time to File Plan LUMEN TECHNOLOGIES: Reports Q4 and Full Year 2023 Results M6 ETX II: Moody's Downgrades CFR & Senior Secured Term Loan to B2 MAGENTA BUYER: DWS Floating Marks $287,525 Loan at 35% Off MARTIN MIDSTREAM: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable MERCON COFFEE GROUP: Hopes Chapter 11 Sale Will Resolve Seizure Row METAVINE INC: Has Deal on Cash Collateral Access MID-STATES PAINT: Hires Desai Law Firm as Bankruptcy Counsel MILLENIA HOLDING: Seeks to Hire Kosto & Rotella as Legal Counsel MIRACLE HILL: Hires Carr Riggs & Ingram as Accountant MV REALTY PBC: Committee Taps Kroll as Forensic Accountant MV REALTY PBC: Hires Development Specialist as Expert Witness NANOSTRING TECHNOLOGIES: Seeks $142.5MM DIP Loan from Wilmington NATIONAL RIFLE ASSOCIATION: General Counsel Defended CEO LaPierre NEW HAPPY: Court Approves and Confirms Plan NEW YORK COMMUNITY: Moody's Lowers LongTerm Issuer Rating to Ba2 NORDICUS PARTNERS: Recurring Losses Raise Going Concern Doubt NOVAVAX INC: Will Slash Global Workforce by 12% OXFORD FINANCE: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable PACKER HOLDINGS: Guggenheim SOF Marks $2.7MM Loan at 36% Off PAGANUS LLC: Seeks Cash Collateral Access PARK ROCK: Voluntary Chapter 11 Case Summary PARTS ID: Cole Schotz Represents Ad Hoc Vendor Group PAULSON'S TRANSPORT: Unsecureds to Get $119K in Plan PCS & ESTIMATE: Wins Interim Cash Collateral Access PEER STREET: Plan Exclusivity Period Extended to May 22 PHASEBIO PHARMACEUTICALS: Plan Exclusivity Extended to April 22 PHOENIX GUARANTOR: S&P Rates New $2.566BB 1st-Lien Term Loan 'B+' PLOURDE SAND: Hires Victor W. Dahar P.A. as Counsel PREMIER KINGS: Gets Court Nod to Sell Personal Property PROTERRA INC: Phoenix Completes Battery Lease Portfolio Acquisition RAWHIDE MINING: Seeks to Tap Triple P RTS as Restructuring Advisor REGIONAL HOUSING: No Decline in Patient Care at Columbus Facility REGIONAL HOUSING: No Decline in Patient Care at Gainesville REGIONAL HOUSING: No Decline in Patient Care at Gardens of Rome REGIONAL HOUSING: No Decline in Patient Care at Landings of Douglas REGIONAL HOUSING: No Decline in Patient Care at Savannah REGIONAL HOUSING: PCO Submits 14th Report for Social Circle RESTORATION FOREST: Hits Chapter 11 Bankruptcy With Affiliates RGC RESOURCES: Debt Obligations Raise Going Concern Doubt RITE AID: Negotiates With U.S. Trustee on Revised Mediation Order RODA LLC: Hires Vanden Bos & Chapman LLP as Counsel SADIE ROSE: Hires CFO Solution LLC as Financial Advisor SAS AB: U.S. Opposes Bankruptcy Plan Liability Releases SAS GROUP: Files for Chapter 11 Bankruptcy Protection SCRIBE AMERICA: Guggenheim SOF Marks $2.4MM Loan at 29% Off SHELTER COVE: Gets CCAA Initial Stay Order; PWC as Monitor SHEN ZEN TEA: Seeks Cash Collateral Access SHO HOLDING I: Guggenheim SOF Marks $1.9MM Loan at 35% Off SHO HOLDING I: Guggenheim SOF Marks $484,000 Loan at 32% Off SIGNAL HOLDINGS: Seeks to Sell Hawthorne Property for $1.05MM SIMPLIFIED SOFTWARE: Files Emergency Bid to Use Cash Collateral SKIN BY ASK: Seeks to Hire Dicocco & Associates as Accountant SONIDA SENIOR: Announces $47.75M Equity Raise to Fund Debt Purchase SPORTS INTERIORS: Seeks to Hire Burke Warren MacKay as Counsel STENSON LANDSCAPE: Files Emergency Bid to Use Cash Collateral STREAMLINE HEALTH: Closes $4.5M Private Placements, Names Directors TELESAT CANADA: DWS Floating Marks $139,537 Loan at 32% Off TERRAFORM: To Use Ch. 11 in Delaying SEC Crypto Case Craft Appeal THERATECHNOLOGIES INC: To Report Q4, Year 2023 Results on Feb. 21 TPT GLOBAL: Boxing Figure Roy Foreman to Serve as Unit President TPT GLOBAL: Hikes Authorized Common Shares to 15 Billion TPT GLOBAL: Hikes Issuable Shares Under 2024 Plan to 3.5 Billion TRACK ON 86: Voluntary Chapter 11 Case Summary TRINITY PLACE: Amends Stock Purchase Agreement With TPHS Investors TRIUMPH GROUP: Incurs $15.9 Million Net Loss in Third Quarter TRULITE HOLDING: Moody's Assigns First Time B2 Corp. Family Rating TWO RIVERS CORPORATE: Case Summary & Two Unsecured Creditors ULTIMATE JET: Case Summary & 12 Unsecured Creditors ULTIMATE JETCHARTERS: Seeks to Extend Plan Exclusivity to May 7 UNITED FURNITURE: Court Approves Trustee's Modified Disclosures V.B.H.R.E.S.B. TOGETHER: Seeks to Hire Craig M. Geno as Counsel VBI VACCINES: Agrees With Lenders to Extend Forbearance to Feb. 20 VESTTOO LTD: Bermuda Liquidators Say Disclosure Inadequate VOLUME INDUSTRIES: Seeks Cash Collateral Access W LOFTS: Gets OK to Sell Assets to Northern Bank for $4MM WATCHMEN SECURITY: Court OKs Cash Collateral Access Thru Feb 18 WEBER-STEPHEN: Guggenheim SOF Marks $3.02MM Loan at 15% Off WELCOME GROUP: Seeks to Extend Plan Exclusivity to May 31 WESTERN CONCRETE: Files Emergency Bid to Use Cash Collateral WESTJET LOYALTY: Fitch Assigns 'BB-' Rating on Senior Secured Loan WOOF HOLDINGS: DWS Floating Marks $198,473 Loan at 18% Off YELLOW CORP: Repays $700-Mil. CARES U.S. Treasury Loan YIELD10 BIOSCIENCE: RSM US Bowing Out as Independent Auditor [*] Oksana Lashko Joins Morrison Foerster's Insolvency Practice [] New Jersey Mixed-Use Building Up for Sale on February 15 [^] BOOK REVIEW: The Luckiest Guy in the World ********* 23 INVESTMENTS: Seeks to Sell Rockwall Property for $769,900 ------------------------------------------------------------ 23 Investments, LLC asked the U.S. Bankruptcy Court for the Northern District of Texas to approve the sale of its real property located at 422 Columbia Drive, Rockwall, Texas. The company is selling the property to Aaron and Amanda Davis for $769,900, "free and clear" of liens, claims and encumbrances. The offer is the "best and highest" offer received by the company for the property, according to its attorney, Brandon Tittle, Esq., at Glast, Phillips & Murray, P.C. "[23 Investments] is adhering to its plan to liquidate its properties and a sale of Columbia at its highest price allows [23 Investments] to carry out its objectives in this Chapter 11 case," Mr. Tittle said in a motion filed in court. The motion is on the court's calendar for Feb. 20. Objections are due by Feb. 12. About 23 Investments 23 Investments, LLC, a company in Mesquite, Texas, filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-32911) on Dec. 6, 2023, with $1 million to $10 million in both assets and liabilities. Steve Nabors, sole member, signed the petition. Judge Michelle V. Larson oversees the case. Brandon Tittle, Esq., at Glast, Phillips & Murray, P.C. represents the Debtor as legal counsel. 25 JAY STREET: Hires Berger Fischoff Shumer as Counsel ------------------------------------------------------ 25 Jay Street LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Berger, Fischoff, Shumer, Wexler & Goodman, LLP as counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued management of its business and property; b. representing the Debtor at court hearings on matters pertaining to its affairs; c. assisting the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; d. preparing legal papers; and e. providing other legal services necessary to administer the Debtor's Chapter 11 case. The firm will be paid at these rates: Partners $585 to $675 per hour Associates $425 to $510 per hour Paralegals $210 per hour The firm will be paid a retainer of $20,000. Heath S. Berger, Esq., a partner at Berger, Fischoff, Shumer, Wexler & Goodman, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gary C. Fischoff, Esq. BERGER FISCHOFF SHUMER WEXLER & GOODMAN LLP 6901 Jericho Turnpike #230 Syosset, NY 1179 Tel: (516) 747-1136 About 25 Jay Street LLC 25 Jay Street LLC is a New York limited liability company with its principal place of business at 77 Box Street, Brooklyn, New York which owns a mixed-use apartment building located at 25 Jay Street, Brooklyn, NY 11222. The Property, which is in the DUMBO neighborhood of Brooklyn, New York and was built in 1920, has 5 stories, consisting of 37 residential units and 4 retail spaces on the ground floor, and has a monthly rental income of approximately $158,000. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-44083) on November 7, 2023. In the petition signed by Joseph Torres, Jr., managing member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Joel M. Shafferman, Esq., at Kucker Marino Winiarsky & BIttens, LLP, represents the Debtor as legal counsel. 316-318 GUILFORD: Hires Anthony Dkere, CPA as Accountant -------------------------------------------------------- 316-318 Guilford Avenue, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Anthony Dkere, CPA as accountant. assist the Debtor in the preparation of tax filings and to provide general accounting services. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing Anthony Dkere, CPA is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About 316-318 Guilford Avenue, LLC 316-318 Guilford Avenue LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). 316-318 Guilford Avenue sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-18476) on Nov. 21, 2023. In the petition filed by Larry Young, as member, the Debtor estimated assets and liabilities between $1 million and $10 million. The Debtor is represented by Stephen L. Prevas, Esq. at Prevas and Prevas. 5280 AURARIA: Court OKs Cash Collateral Access Thru Feb 29 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized 5280 Auraria, LLC to use cash collateral, on an interim basis, in accordance with the budget, with a 15% variance, for the month of February 2024. The Debtor will provide DB Auraria LLC and Auraria Stub LLC on or before the 10th day of the following month, an accounting for the prior month of all revenue, cash expenditures and collections, with a comparison to budget, in substantially the same form as that provided by the Receiver on September 6, 2022. To the extent the Court determines that DB Auraria's collateral has diminished in value from the Petition Date, DB Auraria will receive the following means of adequate protection: a. A Section 507(b) claim for the diminution in value of DB Auraria's collateral since the Petition Date; and b. A replacement lien, pari passu with DB Auraria's senior lien, on all assets of the Debtor. A copy of the order is available at https://urlcurt.com/u?l=49Elva from PacerMonitor.com. About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is the Debtor's counsel. 863 EAST 12TH: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 863 East 12th Holdings LLC 5309 New Utrecht Ave Brooklyn, NY 11219-4140 Business Description: 863 East 12th Holdings is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of real property located at 863 E 12th St Brooklyn, NY 11230-2973 valued at $1,479,874. Chapter 11 Petition Date: February 8, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-40597 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Joseph Y. Balisok, Esq. BALISOK & KAUFMAN PLLC 251 Troy Ave Brooklyn NY 11213 Tel: (718) 928-9607 Email: joseph@lawbalisok.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Abraham Pinchus Wieder as manager. The Debtor filed an empty list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UFWIQQI/863_East_12th_Holdings_LLC__nyebke-24-40597__0001.0.pdf?mcid=tGE4TAMA A.B.A.N.E. PROPERTIES: Hires Miranda & Maldonado P.C. as Counsel ---------------------------------------------------------------- A.B.A.N.E. Properties, LTD 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 $10,000. 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 Tel: (915) 587-5000 Fax: (915) 587-5001 Email: cmiranda@eptxlawyers.com cmaldonado@eptxlawyers.com About A.B.A.N.E. Properties, LTD A.B.A.N.E. Properties, Ltd. in El Paso TX, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 23-31398) on December 29, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Nora Herrera as managing member, signed the petition. MIRANDA & MALDONADO, PC serve as the Debtor's legal counsel. ACCURIDE CORP: Guggenheim SOF Marks $5.3MM Loan at 15% Off ---------------------------------------------------------- Guggenheim Strategic Opportunities Fund has marked its $5,348,971 loan extended to Accuride Corp to market at $4,573,284 or 85% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in Guggenheim SOF's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. Guggenheim SOF is a participant in a Bank Loan to Accuride Corp. The loan accrues interest at a rate of 12.22% (1 Month Term SOFR + 5.25%, Rate Floor: 5.25%) (In-kind rate was 1.62%). The loan matures on May 18, 2026. Guggenheim Strategic Opportunities Fund was organized as a Delaware statutory trust on November 13, 2006. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. Accuride Corporation is a diversified manufacturer and supplier of commercial vehicle components in North America. Based in Livonia, Michigan, the company designs, manufactures and markets commercial vehicle components. Accuride's brands are Accuride Wheels, Gunite Wheel End Components, and KIC Wheel End Components. AGS PRO: Gen. Unsecureds Get Pro Rata Distributions From Fund ------------------------------------------------------------- Ags Pro, Inc., submitted a Corrected Disclosure Statement describing Debtor's Chapter 11 Plan of Reorganization. The Estate's primary assets of value consist of (a) cash on hand, (b) accounts receivables, and (c) vehicles and equipment. The Debtor estimates that the liquidation value of the Debtor's assets is approximately $1,127,619 (as of the projected Effective Date). As set forth therein, the Debtor believes that unsecured creditors would have no recovery in the event of a chapter 7 liquidation. Class 1 General Unsecured Claims (other than the USSA Claim) total $6,707,853.67. In full and complete payment, satisfaction, settlement, release, discharge, and extinguishment of the Claims in this Class, Class 1 and Class 2 Claims will, collectively, receive pro rata distributions from the Fund payable over a period of 5 years following the Effective Date, without interest, in equal quarterly installments, with the first payment to be made only: (1) after administrative claims and priority unsecured claims are paid in full; and (2) after there has been a final resolution with respect to the USSA Judgment and the USSA Claim, including the appeal of the USSA Judgment is fully resolved, rendering the USSA Judgment final, and the USSA Claim Allowed. Class 1 is impaired. Class 2 USSA Claim total $20,593,734. In full and complete payment, satisfaction, settlement, release, discharge, and extinguishment of the Claims in this Class, Class 1 and Class 2 Claims will, collectively, receive pro rata distributions from the Fund payable over a period of 5 years following the Effective Date, without interest, in equal quarterly installments, with the first payment to be made only: (1) after administrative claims and priority unsecured claims are paid in full; and (2) after there has been a final resolution with respect to the USSA Judgment and the USSA Claim, including the appeal of the USSA Judgment is fully resolved, rendering the USSA Judgment final, and the USSA Claim Allowed. Class 2 is impaired. Distributions to creditors under the Plan will be funded from the Fund which will be funded from the following sources: (a) the Debtor's cash on hand on the Effective Date (less reserves for operations and payroll); (b) the New Value Contribution; and (c) the Reorganized Debtor Contribution. The Financial Projections (defined below), which include projected cash flow statements, and projected income and expense statements, incorporating certain assumptions and other data, covering the period of time through February 2029 (5 years), supporting and evidencing the Debtor's ability to make the payments contemplated under the Plan, as well as to fund operations. Without limiting the foregoing, on the Effective Date, Lee Andrews will make, or cause his designee to make, a single lump sum payment into the Fund of not less than $85,000, in Cash, to the Reorganized Debtor (which shall constitute the New Value Contribution) in exchange for 100% of the Equity Interests in Reorganized Debtor (which, at Lee Andrews's election, shall be effectuated through: (a) reinstatement of the Debtor's existing Equity Interests, or (b) cancellation of such existing Equity Interests, without payment or distribution, and issuance of new Equity Interests in Reorganized Debtor). The Reorganized Debtor will also make 5 annual payments into the Fund of $200,000 (for a total contribution of $1,000,000), in Cash, beginning on or about the Effective Date, to the Reorganized Debtor (which shall constitute the Reorganized Debtor Contribution). The amount contemplated to be paid into the Fund from the New Value Contribution and the Reorganized Debtor Contribution is not less than $1,085,000. The hearing at which the Court will determine whether or not to confirm the Plan will take place on March 18, 2024 at 1:00 p.m., or as soon thereafter as the matter may be heard, in Courtroom 1639, at 255 East Temple Street, Los Angeles, CA 90012, before the Honorable Deborah Saltzman, United States Bankruptcy Judge. If you are entitled to vote on the Plan, for your vote to count, you must properly fill out your Ballot(s) and send them so that the Ballot is actually received on or before Feb. 19, 2024. Objections to confirmation of the Plan must be filed and served no later than March 4, 2024. Attorneys for AGS Pro, Inc.: Eric P. Israel, Esq. Aaron E. De Leest, Esq. DANNING, GILL, ISRAEL & KRASNOFF, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, CA 90067-6006 Tel: (310) 277-0077 Fax: (310) 277-5735 E-mail: eisrael@DanningGill.com adeleest@DanningGill.com A copy of the Disclosure Statement dated Jan. 26, 2024, is available at https://tinyurl.ph/NdAql from PacerMonitor.com. About AGS Pro Inc. AGS Pro, Inc., provides security services throughout the U.S. and internationally with strategic alliance partnerships. Although founded in 2017, the Debtor's team has been trusted in the security industry by businesses across the country and around the world for decades. The Debtor's services include commercial security, estate security and special events. The Debtor's headquarters is located at 6133 Bristol Parkway, Suites 175 and 280, Culver City, California 90230. AGS Pro sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-12236) on April 13, 2023. In the petition signed by Lee Andrews, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Deborah J. Saltzman oversees the case. Aaron E. de Leest, Esq., at Danning, Gill, Israel & Krasnoff, LLP, is the Debtor's legal counsel. AJC MEDICAL: To Seek Plan Confirmation on March 13, 2024 -------------------------------------------------------- AJC Medical, PLLC, won an order conditionally approving the Disclosure Statement for its Chapter 11 Plan. A hearing to consider confirmation of the Plan is slated for March 13, 2024 at 10:30 AM at Raleigh Courtroom. The last day to oppose the final approval of the Disclosure Statement and confirmation of the Plan is March 11, 2024. Ballots are due by March 11, 2024. About AJC Medical AJC Medical, PLLC, specializes in laser technology used for various cosmetic concerns, unwanted hair, spider veins, and nail fungus. It is based in Raleigh, N.C. AJC Medical filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-02119) on July 28, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Pamela W. Mcafee oversees the case. Kathleen O'Malley, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. AMERICAN LEGION AMBULANCE: Commences Subchapter V Bankruptcy ------------------------------------------------------------ American Legion Ambulance Association Inc. filed for chapter 11 protection in the District of New Jersey. The Debtor reported $1,323,086 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About American Legion Ambulance Association Inc. American Legion Ambulance Association Inc. is a non-profit company that provides Emergency Medical Services in several Salem County, NJ municipalities along with non-emergency medical transportation. American Legion Ambulance Association Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-10714) on January 26, 2024. In the petition filed by Charles McSweeney, as President of EMS Consulting Services, the Debtor reported total liabilities of $1,323,086. The Debtor is represented by: Carol L. Knowlton, Esq. Gorski and Knowlton PC EMS Consulting Services 20 E. Taunton Road, Suite 500 Berlin, NJ 08009 AMERICAN SCREENING: Unsecureds Get Full Payment in Plan ------------------------------------------------------- American Screening, LLC, submitted a Second Amended Chapter 11 Plan of Reorganization, as modified, dated Jan. 26, 2024. In summary, with respect to treatment of claims, the Plan contemplates: (1) all Allowed Administrative Claims shall be paid in full, in Cash, on the Effective Date, or as otherwise agreed in writing between the Debtor and any such administrative claimant agreeing to a different treatment; (2) full payment of all Allowed Priority Claims of Governmental Entities, if any, in Cash, through regular Monthly Plan Payments, or as otherwise agreed in writing, together with interest at the rate required by Bankruptcy Code section 511 or, if applicable, the rate authorized by Louisiana law, over a period through the fifth anniversary of the Petition Date; (3) full payment, in Cash, of all Allowed Non-Governmental Priority Claims, if any, on the Effective Date; (4) full payment of all Allowed Secured Claims of Governmental Entities, if any, in Cash, through regular Monthly Plan Payments, or as otherwise agreed in writing, together with interest at the rate required by Bankruptcy Code section 511 or, if applicable, the rate authorized by Louisiana law, over a period through the fifth anniversary of the Petition Date; (5) full payment of the Allowed Secured Claims of First Horizon Bank ("FHB"), in Cash, through reinstatement, deacceleration, cure of any and all pre-Petition Date economic defaults on the Effective Date, including payment of all unpaid pre-Petition Date and post-Petition Date interest, and any unpaid and reasonable fees, costs, and charges provided for under the FHB Loan Documents as of the Effective Date, and thereafter full and timely performance by the Reorganized Debtor (and each co-borrower) of the obligations to FHB under the FHB Loan Documents, which are to remain enforceable and effective; provided, however, so long as the Debtor cures all economic defaults thereunder on the Effective Date, no event of default thereunder shall be deemed to have occurred prior to the Effective Date by reason of the commencement of the Bankruptcy Case or by any failure to make any payment due prior to the Effective Date; and further provided, that no event of default shall be deemed to occur after the Effective Date based upon the existence of the Bankruptcy Case and the Plan. FHB will retain all liens until its Allowed Secured Claims are paid in full. To the extent there is a post-Effective Date default in payment to FHB under the Plan, then all rights and remedies are in effect as set forth in the pre-Petition Date FHB Loan Documents and there is no further obligation by FHB to move for relief from any remaining stay or injunction under the Plan and/or the Confirmation Order; (6) full payment of the Allowed Secured Claim of Ally Bank, in Cash, through reinstatement, deacceleration, cure of any and all pre-Petition Date economic defaults on the Effective Date, including payment of all unpaid pre-Petition Date and post-Petition Date interest, and any unpaid and reasonable fees, costs, and charges provided for under the Ally Bank Loan Documents as of the Effective Date, and thereafter full and timely performance by the Reorganized Debtor of the obligations to Ally Bank under the Ally Bank Loan Documents, which are to remain enforceable and effective; provided, however, so long as the Debtor cures all economic defaults thereunder on the Effective Date, no event of default thereunder shall be deemed to have occurred prior to the Effective Date by reason of the commencement of the Bankruptcy Case or by any failure to make any payment due prior to the Effective Date; and further provided, that no event of default shall be deemed to occur after the Effective Date based upon the existence of the Bankruptcy Case and the Plan. Ally Bank will retain all liens until its Allowed Secured Claim is paid in full. To the extent there is a post-Effective Date default in payment to Ally Bank under the Plan, then all rights and remedies are in effect as set forth in the pre-Petition Date Ally Bank Loan Documents and there is no further obligation by Ally Bank to move for relief from any remaining stay or injunction under the Plan and/or the Confirmation Order; (7) full payment of the Allowed Secured Claims of First Citizens Bank & Trust Company ("First Citizens"), in Cash, through reinstatement, deacceleration, cure of any and all pre-Petition Date economic defaults on the Effective Date, including payment of all unpaid pre-Petition Date and post-Petition Date interest, and any unpaid and reasonable fees, costs, and charges provided for under the First Citizens Bank Loan Documents as of the Effective Date, and thereafter full and timely performance by the Reorganized Debtor of the obligations to First Citizens under the First Citizens Bank Loan Documents, which are to remain enforceable and effective; provided, however, so long as the Debtor cures all economic defaults thereunder on the Effective Date, no event of default thereunder shall be deemed to have occurred prior to the Effective Date by reason of the commencement of the Bankruptcy Case or by any failure to make any payment due prior to the Effective Date; and further provided, that no event of default shall be deemed to occur after the Effective Date based upon the existence of the Bankruptcy Case and the Plan. First Citizens will retain all liens until its Allowed Secured Claims are paid in full. To the extent there is a post-Effective Date default in payment to First Citizens Bank under the Plan, then all rights and remedies are in effect as set forth in the pre-Petition Date First Citizens Bank Loan Documents and there is no further obligation by First Citizens to move for relief from any remaining stay or injunction under the Plan and/or the Confirmation Order; (8) full payment of the Allowed Secured Claim of the United States Small Business Administration ("SBA"), in Cash, through reinstatement, deacceleration, cure of any and all pre- Petition Date economic defaults on the Effective Date, including payment of all unpaid pre- Petition Date and post-Petition Date interest, and any unpaid and reasonable fees, costs, and charges provided for under the SBA Bank Loan Documents as of the Effective Date, and thereafter full and timely performance by the Reorganized Debtor of the obligations to the SBA under the SBA Loan Documents, which are to remain enforceable and effective; provided, however, so long as the Debtor cures all economic defaults thereunder on the Effective Date, no event of default thereunder shall be deemed to have occurred prior to the Effective Date by reason of the commencement of the Bankruptcy Case or by any failure to make any payment due prior to the Effective Date; and further provided, that no event of default shall be deemed to occur after the Effective Date based upon the existence of the Bankruptcy Case and the Plan. The SBA will retain all liens until its Allowed Secured Claim is paid in full. To the extent there is a post-Effective Date default in payment to the SBA under the Plan, then all rights and remedies are in effect as set forth in the SBA Loan Documents and there is no further obligation by the SBA to move for relief from any remaining stay or injunction under the Plan and/or the Confirmation Order; (9) full payment of the Allowed Secured Claim of the Chase Bank, in Cash, through reinstatement, deacceleration, cure of any and all pre-Petition Date economic defaults on the Effective Date, including payment of all unpaid pre-Petition Date and post-Petition Date interest, and any unpaid and reasonable fees, costs, and charges provided for under the Chase Bank Loan Documents as of the Effective Date, and thereafter full and timely performance by the Reorganized Debtor of the obligations to Chase Bank under the Chase Bank Loan Documents, which are to remain enforceable and effective; provided, however, so long as the Debtor cures all economic defaults thereunder on the Effective Date, no event of default thereunder shall be deemed to have occurred prior to the Effective Date by reason of the commencement of the Bankruptcy Case or by any failure to make any payment due prior to the Effective Date; and further provided, that no event of default shall be deemed to occur after the Effective Date based upon the existence of the Bankruptcy Case and the Plan. Chase Bank will retain all liens until its Allowed Secured Claim is paid in full. To the extent there is a post-Effective Date default in payment to Chase Bank under the Plan, then all rights and remedies are in effect as set forth in the Chase Bank Loan Documents and there is no further obligation by Chase Bank to move for relief from any remaining stay or injunction under the Plan and/or the Confirmation Order; (10) full payment of the Allowed General Unsecured Non-Insider Claims through 60 regular Monthly Plan Payments commencing on the Effective Date and continuing on the first business day of each month thereafter until such Allowed General Unsecured Non-Insider Claims are paid in full; (11) payment of the Allowed FTC Judgment Claim through the FTC Claim Treatment contained in Article IV of the Plan; (12) full payment of the Allowed Insider Claims commencing only upon payment in full of all senior Classes of Allowed Priority and Non-Priority Non-Insider Unsecured Claims under the Plan, and provided that there is no pending Default under the Plan; (12) the Pre-Petition Membership Interest of R. Kilgarlin in the Debtor shall be preserved; provided, however, that R. Kilgarlin shall receive no payments, dividends, or distributions, solely on account of R. Kilgarlin's Pre-Petition Membership Interest in the Debtor unless and until all Allowed Claims in Classes 9 and 10 are paid in full; and (13) following the Effective Date, the Reorganized Debtor will object, as needed, to Proofs of Claim (and shall continue any objections to Proofs of Claim filed by the Debtor in Possession), shall litigate (and continue any litigation commenced by the Debtor in Possession) all Causes of Action, including any Avoidance Actions, and shall make the distributions required by this Plan. Class 9 consists of Allowed General Unsecured Non-Insider Claims. Holders of the Allowed General Unsecured Non-Insider Claims will be paid in full by the Reorganized Debtor through 60 regular Monthly Plan Payments commencing on the Effective Date and continuing on the first business day of each month thereafter until such Allowed General Unsecured Vendor and Supplier Claims are paid in full. Class 9 is impaired under the Plan. Holders of Class 9 Claims are entitled to vote to accept or reject the Plan. Class 9 is impaired. Class 11 consists of Allowed General Unsecured Insider Claims. Holders of the Allowed General Unsecured Insider Claims will be paid in full by the Reorganized Debtor commencing only upon payment in full of all senior Classes of Allowed Priority and Non-Priority Unsecured Claims under the Plan. For avoidance of all doubt, no payments shall be made on account of such Insider Claims until the Reorganized Debtor has fully performed its obligations to Classes 9 and 10 under the Plan. The following are Insiders for purposes of Class 11: RK Giving, LLC, R. Kilgarlin, Shawn Kilgarlin, Cody A. Kilgarlin, and Carmen R. Feinberg. Class 11 is Impaired Attorney for the Debtor: Kell C. Mercer, Esq. KELL C. MERCER PC 901 S Mopac Expy Bldg 1 Ste 300 Austin, TX 78746 Tel: (512) 767-3214 E-mail: Kell.Mercer@mercer-law-pc.com A copy of the Plan of Reorganization dated Jan. 26, 2024, is available at https://tinyurl.ph/TNqKN from PacerMonitor.com. About American Screening American Screening, LLC is an ISO 13485 Certified distributor of rapid drug and alcohol tests, infectious disease tests, and cardiac tests, and supplies to the United States, South America, Asia, Africa, Europe, and Australia. ASC leases its corporate office and warehouse space from an affiliated nondebtor, Kilgarlin Holdings, LLC. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 23-10350) on April 7, 2023. In the petition signed by Ronald Kilgarlin, Jr., managing member, the Debtor disclosed up to $9,100,921 in assets and up to $27,251,799 in liabilities. Judge John S. Hodge oversees the case. Kell C. Mercer, Esq., at Kell C. Mercer, P.C, is the Debtor's legal counsel. ARRAY MIDCO: S&P Downgrades ICR to 'CCC', Outlook Negative ---------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Toronto-based in-store marketing solutions provider Array Midco Corp. to 'CCC' from 'CCC+'. At the same time, S&P lowered the issue-level rating on the term loan to 'CCC' from 'CCC+'. The negative outlook on Array reflects the potential for a lower rating over the next 12 months if S&P believes that without a positive development, there is a possibility of default, in its view, due to operational underperformance or near-term liquidity crisis leading to a distressed exchange. Operational initiatives could weigh on 2024 EBITDA. The company has planned for the closure of its manufacturing facility in Mexico, which will likely be completed toward the end of the first quarter of 2024. S&P said, "In relation to the Mexico facility closure, we expect Array to incur substantial one-time costs. Per S&P Global Ratings methodology, these expenses are not added back to EBITDA calculations. Although the facility closure could be EBITDA accretive beyond 2024, given the company's small EBITDA base, we estimate these costs will significantly weigh on the company's EBITDA for 2024. As such, we estimate a double-digit drop in EBITDA, on an S&P Global Ratings-adjusted basis for fiscal 2024 compared with EBITDA as of the 12 months ended September 2023. This implies the fixed-charge coverage ratio to remain tight for the near term, while leverage remains above 12x." Array's operating performance has improved through 2023. As such revenues grew over 15% for last twelve month period ended sept 30th 2023 compared to same period last year and EBITDA improved similarly. S&P said, "We expect the liquidity cushion to remain tight for the next 12 months. Array's business is heavily seasonal and working capital intensive. We expect the company will incur cash outflow (around US$25 million-US$30 million) to fund its seasonal working capital needs for the near term. We believe that along with significant one-time costs, this will lead to substantial cash burn through the first half of 2024. Partially offsetting these factors, in our view, is the consent of lenders to convert portion of cash interest on term loans to PIK. In addition, the company will unwind its working capital related to the closure of the Mexico facility, which will also contribute to positive free cash flows toward the second half of the year. As of Sept 30, 2023, the company's liquidity sources include a cash balance of US$14 million and US$28 million availability under the revolver. We forecast that despite its liquidity sources, Array will experience tight cushion between the time it funds its peak working capital needs and when it collects cash from unwinding working capital. As such, we believe Array is susceptible to liquidity shortfall should unforeseen circumstances or delays in executing its operational initiatives lead to higher-than-anticipated costs or slower collections lead to cash tied in working capital." S&P views the credit agreement amendment as financial sponsor support. In December of 2023, Array amended its credit agreement to convert a sizeable portion of cash interest on its term loan A and term loan B to PIK. About 74% of lenders consented to the agreement. Furthermore, all of the lenders are equity owners of the company. Therefore, S&P did not view this transaction as a selective default, but as financial support from the owners. S&P said, "The negative outlook on Array reflects the potential for a lower rating within the next 12 months if we believe that without a positive development, there is a possibility of default due to operational underperformance or a near-term liquidity crisis, leading to a distressed exchange. "We could lower the ratings if we believe the company's operations will remain vulnerable due to prolonged operational underperformance or working capital headwinds leading to higher-than-expected cash burn, which could result in either a distressed exchange or a traditional default. "We could raise the ratings if the company executes its operational initiatives, improves its liquidity position by unwinding cash from working capital and generates a level of EBITDA such that it can comfortably cover its mandatory fixed charges." ARTIFICIAL INTELLIGENCE: Taylor City Adds RADDOG to Police Unit --------------------------------------------------------------- Robotic Assistance Devices, Inc. (RAD), a subsidiary of Artificial Intelligence Technology Solutions, Inc., (OTCPK:AITX), announced that the Taylor City Council has officially approved the addition of a RADDOG 2LE to the Taylor Police Department. This marks a historic moment as the city integrates its first robotic quadruped into the municipal police force, and RAD celebrates its inaugural deployment of RADDOG to a municipal entity. The City of Taylor, recognized as the fifth most populous city in Wayne County and the 17th across Michigan, boasts a population of 63,409 as per the 2020 census. With a dedicated force of approximately 100 sworn officers, the inclusion of RADDOG 2LE represents a significant step forward in leveraging technology to enhance public safety and operational efficiency within the community. RADDOG 2LE, designed and developed by RAD, is a state-of-the-art robotic system modeled to support law enforcement agencies in a variety of operational scenarios. Equipped with advanced mobility, surveillance capabilities, and patrolling functions, RADDOG 2LE is set to become an invaluable asset to the Taylor Police Department. RAD's Sr. Vice President of Revenue Operations, Troy McCanna, an ex-FBI agent of 23 years, expressed enthusiasm about the new addition, stating, "The integration of RADDOG 2LE into police forces is a testament to our commitment to delivering innovative solutions for public safety. We are proud to be at the forefront of this technological advancement, setting a precedent for modern policing that could shape the future of law enforcement operations, not just in Michigan, but nationwide. I wish we had this device when I was an active agent as I'm certain it will provide critical escalation functions while enhancing officer safety." On Jan. 24, 2024, the Taylor Police Department commented on social media following their final RADDOG 2LE demonstration, "This tool can be used as an additional resource for multiple emergency situations that can help law enforcement. The robot can be deployed to assist in incidents where our officers and citizens can be in immediate danger and potentially provide a safer solution and reduce the risk in dangerous circumstances." Mark Folmer, CPP, PSP, FSyI, president of RAD, also commented on this milestone, "We are honored to partner with the City of Taylor and its Police Department. This deployment marks a significant achievement for RAD, demonstrating the trust and confidence that the City of Taylor has placed in our technology. We believe that RADDOG 2LE will prove to be a game-changer in enhancing the capabilities of the Taylor Police Department." Steve Reinharz, CEO/CTO of AITX and RAD, noted "We will continue to invest in improving this technology with an eye towards being budget friendly. We strive, in time, to develop a version of RADDOG that will be every law enforcement members' best friend and riding in every car on every patrol. It may take time, but this concept has tremendous potential, and it starts today." The deployment of RADDOG 2LE in Taylor is expected to pave the way for further adoption of robotic assistance within public safety and law enforcement agencies across the country, highlighting the potential for such technology to complement and enhance the efforts of human officers. As the City of Taylor and RAD embark on this pioneering journey, both parties look forward to witnessing the positive impact that RADDOG 2LE will have on the community, setting a benchmark for innovation in public safety. 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. For the nine months ended Nov. 30, 2023, the Company had negative cash flow from operating activities of $9,378,427. As of Nov. 30, 2023, the Company has an accumulated deficit of $125,535,116, and negative working capital of $12,944,810. Management does not anticipate having positive cash flow from operations in the near future. The Company said these factors raise a substantial doubt about the Company's ability to continue as a going concern for the twelve months following the issuance of these financial statements. ASCENSUS GROUP: Moody's Lowers Existing 1st Lien Bank Loans to B3 ----------------------------------------------------------------- Moody's Investors Service affirmed ASCENSUS GROUP HOLDINGS, INC.'s B3 corporate family rating and B3-PD probability of default rating. Moody's concurrently downgraded the rating on the company's existing senior secured first lien bank credit facilities (including the proposed $300 million add-on to its existing approximately $1.77 billion term loan due 2028) to B3 from B2, and affirmed its existing senior secured second lien bank credit facility due 2029 at Caa2. The outlook is maintained stable. Ascensus is a record-keeper and third-party administrator ("TPA") with an established position in the market for small retirement plans and state sponsored savings plans. The net proceeds of the proposed $300 million incremental first lien term loan will be used to retire a portion of the $550 million second lien term loan. The transaction is expected to be financial-leverage neutral. The downgrade of the first lien ratings to B3 from B2 reflects the reduction of loss absorption provided within the capital structure by the now-smaller second lien term loan. RATINGS RATIONALE Ascensus' B3 CFR reflects the company's high debt leverage and aggressive acquisition strategy, its small revenue scale and customer concentration. The company benefits from its established market position, stable revenue base and good liquidity. Debt-to-EBITDA was around 6.5x (Moody's adjusted) for the LTM period ended September 30, 2023. However, debt leverage is much higher before a meaningful amount of add-backs to earnings due to costs related to the Newport acquisition and anticipated cost synergies. Moody's expects leverage to decline below 6.5x by FYE 2024, driven by the company's positive organic revenue growth trends and stable (and high) profit margins. While there is some exposure to securities prices given that about 18% of revenue is derived from assets under administration fees, the company's base of fixed fees provide good revenue visibility and have held up well over time. These positive attributes, coupled with Moody's expectation for the maintenance of good liquidity, support the rating despite elevated financial risk. All financial metrics cited reflect Moody's standard adjustments. Moody's expects Ascensus will maintain good liquidity over the next 12 months, owing largely to Moody's anticipation for at least $100 million of cash at all times during the next 12 to 15 months. Moody's projects the company will generate free cash flow in 2024, with free cash flow to debt in the low single digit area, which will provide adequate coverage of its approximately $20 million of mandatory first lien term loan amortization. Support is also provided by full availability of the company's $175 million revolver expiring in 2026. The revolving credit facility provides a good source of backup liquidity should cash needs be higher than anticipated. The revolver is subject to a maximum springing first lien net leverage ratio test that cannot exceed 8.35x when drawings exceed 40% of availability. Moody's expects that the company will maintain compliance with this financial covenant. The B3 first lien ratings are the same as Ascensus' B3 CFR as the first lien represents the preponderance of the debt obligations in the capital structure. The Caa2 rating on the second lien loan, two notches below the CFR, reflects its contractual subordination to the first lien credit facilities. The stable rating outlook reflects Moody's expectations for free cash flow to improve in 2024 as costs related to integration and customer conversion subside, low-single digit organic revenue growth rate over the next 12-18 months, and debt-to-EBITDA that is expected to decline to below 6.5x. The outlook assumes no debt funded acquisitions or distributions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS While unlikely in the near-term, the ratings could be upgraded if the company enacted financial policies that sustain debt-to-EBITDA under 6x, EBITA-to-interest over 1.75x, and FCF-to-debt over 5%. The ratings could be downgraded if operating performance weakens, as evidenced by deteriorating revenue, earnings, or liquidity, such that FCF-to-debt declines below 2% on a sustainable basis or EBITA-to-interest declines below 1.1x. Debt-funded acquisitions or dividends resulting in leverage increasing or a weakening of the company's equity cushion could also result in a downgrade. Ascensus, headquartered in Dresher, Pennsylvania, is a service provider primarily focused on record-keeping and administration for retirement investment plans and college savings programs in the United States. The company is owned principally by Stone Point Capital and Singapore's sovereign wealth fund GIC. Revenue for the LTM period ended September 30, 2023 was around $1.1 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. ASSUREDPARTNERS INC: Moody's Rates $500MM 1st Lien Term Loan 'B2' ----------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to a $500 million seven-year incremental senior secured first-lien term loan B5 and a Caa2 rating to $500 million of eight-year senior unsecured notes being issued by AssuredPartners, Inc. (AssuredPartners, corporate family rating B3). The company will use net proceeds to refinance existing senior unsecured notes due in 2025, and for general corporate purposes including to help fund acquisitions and pay down revolver borrowings. Moody's has also assigned a B2 rating to the company's senior secured revolving credit facility that is being upsized to $600 million and extended to August 2028. The rating outlook for AssuredPartners is unchanged at stable. RATINGS RATIONALE According to Moody's, AssuredPartners' ratings reflect its growing presence in middle market insurance brokerage, its good mix of business across property & casualty insurance and employee benefits, and its healthy EBITDA margins. The company has generated mid-single digit organic growth through the first nine months of 2023 with steady EBITDA margins. AssuredPartners is an active acquirer and allows acquired brokers to operate fairly autonomously under local and regional brands, while the group centralizes accounting and control functions and certain carrier relationships. AssuredPartners acquired 51 agencies in 2023. These strengths are tempered by the company's aggressive financial leverage and low fixed charge coverage, execution risk associated with acquisitions, and significant cash outflows to pay contingent earnout liabilities for which the company generates a steady stream of cash flows and holds significant liquidity. AssuredPartners also faces potential liabilities from errors and omissions in the delivery of professional services. For the 12 months through September 2023, AssuredPartners' revenue increased to $2.5 billion compared to $2.1 billion in 2022, driven by acquisitions and mid-to-high single digit organic growth. The company's EBITDA margin has held steady, supported by organic growth, partially offset by ongoing investments in technology and people to support growth. Giving effect to the proposed transaction, Moody's estimates that AssuredPartners pro forma debt-to-EBITDA ratio will be slightly above 7.5x, with (EBITDA-capex) coverage of interest in the range of 1.5x-2.0x and a free-cash-flow-to-debt ratio in the low-to-mid single digits. These pro forma metrics include Moody's adjustments for operating leases, deferred earnout obligations, and run-rate earnings from acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of AssuredPartners' ratings include: (i) Debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 2x(iii) Free-cash-flow-to-debt ratio exceeding 5%. Factors that could lead to a downgrade of the ratings include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Based in Orlando, Florida, AssuredPartners ranks among the 15 largest US insurance brokers. The company provides property & casualty and employee benefits insurance products to middle-market businesses and personal clients in the US. For the 12 months through September 2023, AssuredPartners reported total revenues of $2.5 billion. ASSUREDPARTNERS INC: S&P Rates New $500MM First-Lien Term Loan 'B' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating to AssuredPartners Inc.'s proposed $500 million first-lien term loan maturing in 2031. At the same time, the company is seeking to upsize its revolving credit facility to $600 million and extend maturity to Aug. 2028. The recovery rating is '3', indicating its expectation of modest recovery (50%-70%; rounded estimate: 55%) of principal in the event of default. S&P expects proceeds to be used to repay borrowings on its revolving credit facility and fund acquisitions. The company made over 50 acquisitions in 2023 (acquired EBITDA in excess of $100 million), and it maintains a healthy pipeline of opportunities. S&P said, "We also assigned a 'CCC+' issue-level rating to the company's proposed $500 million senior unsecured notes due 2032. The recovery rating is '6', indicating our expectation for negligible (0%) recovery of principal in the event of default. We expect the proceeds to be used to refinance the company's existing $500 million senior notes maturing in 2025. "Pro forma for this transaction, we estimate that financial leverage for the 12 months ended Sept. 30, 2023, was 7.9x excluding preferred equity treated as debt (8.2x including the preferred equity), which is consistent with our expectations for year-end 2023. We expect coverage to remain in the mid- to high-1x range. These metrics are within the bounds of our current rating." AssuredPartners has performed well so far in 2023. Organic revenue growth was 6.7% for the first nine months of 2023, supported by solid new business and retention trends, combined with favorable insured rate and exposure trends. S&P Global Ratings-adjusted EBITDA margin for the 12 months ended Sept. 30 remained robust at 32.8%, but it was slightly compressed by about 130 basis points compared with the same period the year before because of an increase in personnel from acquired insurance agencies and because of ongoing investments in talent, technology, and infrastructure modernization. ATKORE INC: S&P Ups Issuer Credit Rating to 'BB+', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Atkore Inc. to 'BB+' from 'BB'. S&P said, "At the same time, we raised our rating on the company's unsecured notes to 'BB+' from 'BB'; the recovery rating remains '4'. Our 'BBB-' rating on the secured debt, and the '1' recovery rating remain unchanged. "The stable outlook reflects our expectation that Atkore will maintain its financial policies such that its leverage remains meaningfully below 2x over the next 12-24 months, even as market conditions and prices return to more normal levels. "We expect Atkore's S&P Global Ratings-adjusted leverage will remain well below 2x over the next 12-24 months, absent large debt-funded mergers and acquisitions (M&A). Atkore's recent investments in its corporate development strategy, and ongoing capital projects will strengthen its core activities and support near-term profitability metrics. We estimate Atkore will spend approximately $750 million by the end of its fiscal 2024 (a three-year investment cycle) developing and diversifying its product portfolio, while simultaneously increasing exposure to end markets with strong growth dynamics such as solar energy and telecommunications. In our view, this supports the company's earnings normalizing above historical levels following an era of favorable pricing, as the cost of hot-rolled coil (HRC) steel and copper decreases. Accordingly, our base-case forecast assumes earnings will normalize in the $800 million–$900 million range at the end of fiscal 2024 and 2025. This compares to more than $1 billion for the last two years. "We believe Atkore is well positioned to benefit from expected tailwinds associated with the acceleration in electrification. Contributions from product categories supporting electrical infrastructure was around 92% at the end of the company's fiscal 2023. We believe favorable growth dynamics in energy transition and digital transformation, supported by U.S. infrastructure spending, will likely provide Atkore opportunities for topline revenue expansion, as well as improved earnings stability. It is our view that these projects are independent of benchmark rates--unlike projects in other construction verticals where the company historically has material exposure, including commercial, industrial, and residential construction. "Atkore has a well-defined financial policy, but leverage could increase over time. The company has committed to leverage in the 1.5x–2.0x range through cycles, and it has reduced funded debt by $40 million at the beginning of the recent earnings expansion cycle. We believe this will create ample credit buffer during a cyclical downturn. Nonetheless, Atkore has the increased capacity to issue debt to fund large M&A deals, which we believe could increase its S&P Global Ratings-adjusted leverage to around 3x, and so we have incorporated this in our ratings. "Atkore has increased shareholder returns, returning over $1 billion to shareholders in the last two years, and it has also initiated an approximately $50 million annual dividend program in the second quarter of its fiscal 2024. Still, we believe the company will moderate shareholder returns to preserve credit metrics as needed. "The stable outlook on Atkore reflects our expectation that the company will maintain its financial policies such that leverage remains meaningfully below 2x over the next 12-24 months, even as price returns to more normalized levels. This view includes a balanced approach to its key discretionary items, such as capital expenditures (capex), acquisitions, and shareholder rewards, all of which we believe the company would scale back in the event of a downturn. "We could lower our ratings on Atkore if we expect its S&P Global Ratings-adjusted leverage to increase above 3x. This could occur if the company implements a more aggressive financial policy or if unexpected operating trends have a significantly unfavorable impact on leverage with no prospects for improvement. "While unlikely over the next 12 months given the cyclicality inherent in Atkore's business and the demand and cost patterns influencing its earnings, we could raise the rating on the company if it sustains leverage below 1.5x through a business cycle and also materially reduces the cyclicality of its earnings. Equally important would be our belief that the company would prioritize cash flow by moderating shareholder returns and discretionary capital spending in a downturn. "ESG factors are an overall neutral consideration in our credit rating analysis of Atkore. The company manufactures and distributes products that support electrical infrastructure and are made primarily of steel, copper, and resin. We believe the cost of these key raw materials could increase if low-carbon-footprint materials are more expensive. However, many of Atkore's products support electrification and the energy transition, so we expect demand to remain healthy, allowing the company to pass increases in cost on to customers. Additionally, we note that Atkore's recordable incident rate is below industry averages." AUDACY INC: Intends to Cut Pineapple Podcast Division Jobs ---------------------------------------------------------- Ashley Carman of Bloomberg Law reports that Audacy Inc., a radio broadcaster reorganizing in US bankruptcy court, announced plans to cut a number of positions in its Pineapple Street podcast division. The reductions amount to 12 positions, or about 25% of the staff, according to a person with knowledge of the matter who asked not to be identified. A number of factors weighed on the company, including recent entertainment industry strikes, tighter marketing budgets and waning demand for limited-run, narrative series. "We are continuing to optimize our structure to align with the podcast market opportunity and set us up for continued growth," the company said. About Audacy Inc. Philadelphia, Pa.-based Audacy Inc., formerly Entercom Communications Corp., is a multi-platform audio content and entertainment company with a collection of local music, news and sports brands, a premium podcast creator, major event producer, and digital innovator. At its core, Audacy's business is creating premium audio content, including news programming, sports radio, music stations, and podcasts, and then distributing that content to listeners by radio broadcast, podcasts, and other digital means. As of Sept. 30, 2023, the Company had $2.79 billion in total assets and $2.66 billion in total liabilities. Audacy and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on Jan. 7, 2024 with a Prepackaged Plan that will reduce debt from $1.9 billion to approximately $350 million. Judge Christopher M. Lopez oversees the cases. LATHAM & WATKINS LLP and PORTER HEDGES LLP serve as the Debtors' legal counsel. PJT PARTNERS LP is the investment banker, and FTI CONSULTING, INC., is the financial advisor. EPIQ CORPORATE RESTRUCTURING is the claims agent. AZAR BOUJARAN-GHOMI: 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 Azar Boujaran-Ghomi, DDS, PC's dental services. On January 11, 2024, the PCO had a call with counsel and Azar Boujaran-Ghomi in response to an earlier call during which the latter advised that she is in the process of closing the practice and moving out of the country. The PCO stated that Ms. Boujaran-Ghomi indicated that rather than transfer custody of her clinical records to another willing dentist, she intends to maintain them on her computer and provide them to patients upon request. The PCO related his concern that any such storage needs to be on a HIPAA compliant platform, and that a means of patients requesting their records to do so needs to be set up and maintained for the regulatory time period—usually at least seven years. Since appointment, the PCO has received no calls or emails with patient or employee complaints. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=C6o4l6 from PacerMonitor.com. The ombudsman may be reached at: Joseph J. Tomaino Chief Executive Officer Grassi Healthcare Advisors LLC 750 Third Ave New York, NY 10017 Telephone: (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About Azar Boujaran-Ghomi DDS Azar Boujaran-Ghomi DDS, P.C. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-42065) on June 9, 2023, with as much as $1 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor is represented by the Law Offices of Alla Kachan, PC. Joseph J. Tomaino is the patient care ombudsman appointed in the Debtor's Chapter 11 case. BIRCHINGTON LLC: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Birchington, LLC 4710 14th St. NW Suite 200 Washington, DC 20011 Business Description: Birchington is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Involuntary Chapter 11 Petition Date: February 7, 2024 Court: United States Bankruptcy Court District of Columbia Case No.: 24-00036 Judge: Hon. Elizabeth L. Gunn Petitioners' Counsel: Todd Lewis, Esq. KITSUNE LYON, PLC 1007 North Federal Highway, Suite 2005 Fort Lauderdale, Florida 33304 Tel: 202-550-9898 Email: todd.lewis@tllgpc.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QOWFMMY/Birchington_LLC__dcbke-24-00036__0001.0.pdf?mcid=tGE4TAMA Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount Welch Family Limited Disputed Guarantor Unknown Partnership Four 910 M Street NW, Suite 1130 Washington, DC 20001 Welch Family Limited Creditor $3,120,000 Partnership Nine 910 M Street NW, Suite 1130 Washington DC 20001 BLACK PRESS: Obtains CCAA Initial Stay Order; KVS as Monitor ------------------------------------------------------------ The Supreme Court of British Columbia entered an initial order granting each of Black Press Ltd., 311773 B.C. Ltd., Black Press Group Ltd., 0922015 B.C. Ltd., Central Web Offset Ltd., Sound Publishing Holding, Inc., Sound Publishing Properties, Inc., Sound Publishing, Inc., Oahu Publications, Inc., The Beacon Journal Publishing Company, WWA (BPH) Publications, Inc., and San Francisco Print Media Co. ("Companies") protection pursuant to the Companies' Creditors Arrangement Act ("CCAA"). Pursuant to the Initial Order, KSV Restructuring Inc. was appointed as monitor ("Monitor"). Pursuant to the Initial Order, there is a stay of proceedings until Jan. 25, 2024. An application was scheduled to be heard on Jan. 25, 2024 ("Comeback Hearing") to, among other matters, extend the stay of proceedings. The stay of proceedings may be extended, as necessary thereafter, pursuant to further orders of the Court. The Companies are hereby authorized and empowered to obtain and borrow under a credit facility ("DIP Facility") from Canso Investment Counsel Ltd. as portfolio manager for and on behalf of Canso Strategic Credit Fund ("Interim Lender") in order to finance the continuation of the Business and presentation of the property, provided that borrowings under such credit facility shall not exceed the aggregate principal amount of $5,500,000 unless permitted by further Order of this Court. Relevant information regarding the CCAA proceedings, including a copy of the Initial Order, is available on the Monitor’s case website at: https://www.ksvadvisory.com/experience/case/black-press. The Monitor will also post on its website any orders issued at the Comeback Hearing, as well as other materials filed with the Court or orders granted in these proceedings. The Companies commenced the CCAA proceedings to, among other things, allow them to continue operations in the ordinary course, and to conduct a court-supervised sale process ("SISP"). The Companies' proposed SISP is supported by a stalking horse transaction that, subject to no superior definitive bids being received in the SISP, would result in the Companies being sold as a going concern business to the existing senior secured noteholders and Carpenter Newsmedia, LLC. The Monitor: KSV Restructuring Inc. Attn: Noah Goldstein Jason Knight 1165, 324 - 8th Avenue SW, Calgary, Alberta, T2P 2Z2 Email: ngoldstein@ksvadvisory.com jknight@ksvadvisory.com Counsel for the Monitor: Osler, Hoskin & Harcourt LLP Attn: Mary I.A. Buttery, Q.C. Marc Wasserman Dave Rosenblat Suite 3000, Bentall Four 1055 Dunsmuir Street Vancouver, British Columbia, V7X 1K8 Email: mbuttery@osler.com mwasserman@osler.com drosenblat@osler.com US Counsel for the Petitioners: Thompson Hine LLP Attn: Sean A. Gordon Austin Alexander Katherine Kohn Curtis Tuggle 3560 Lenox Road NE, Suite 1600 Atlanta, Georgia 30326-4266 Email: Sean.Gordon@ThompsonHine.com Austin.Alexander@ThompsonHine.com Katherine.Kohn@ThompsonHine.com Curtis.Tuggle@ThompsonHine.com Counsel for the Companies: Cassels Brock & Blackwell LLP Attn: Vicki Tickle Jared Enns Ryan Jacobs Joseph Bellissimo Jeremy Bornstein Suite 2200, HSBC Building 885 West Georgia St. Vancouver, British Columbia V6C 3E8 Email: vtickle@cassels.com jenns@cassels.com rjacobs@cassels.com jbellissimo@cassels.com jbornstein@cassels.com US Counsel for Canso Investment Counsel Ltd.: Morrison Foerster Attn: Andrew Kissner Joseph Murphy 250 West 55th Street New York, NY, 10019-9601 Email: akissner@mofo.com jmurphy@mofo.com Counsel for Canso Investment Counsel Ltd.: Bennett Jones LLP Attn: David E. Gruber Mark Rasile, Michael Shakra Raj. S.Sahni Kristopher Hanc 3400 One First Canadian Place P.O. Box 130 Toronto, OntarioM5X 1A4 Canada Email: gruberd@bennettjones.com rasilem@bennettjones.com shakram@bennettjones.com sahnir@bennettjones.com hanck@bennettjones.com Headquartered in Surrey, British Columbia, Black Press Ltd.'s primary business is print newspapers and magazines, digital news, marketing and advertising services, commercial printing, and parcel delivery operating in Canada in British Columbia, Alberta, Yukon, Nunavut, and Northwest Territories, and in the US in Washington, Alaska and Hawaii. BLACKHAWK VALLEY: Seeks to Hire Barrick Switzer as Legal Counsel ---------------------------------------------------------------- Blackhawk Valley Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Barrick, Switzer, Long, Balsley, & Van Evera LLP as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. Barrick received a retainer fee of $2,161.25. Darron Burke, Esq., attorney with Barrick, disclosed in court filings that all members and employees of his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Barrick can be reached through: Darron M. Burke, Esq. BARRICK, SWITZER, LONG, BALSLEY, & VAN EVERA LLP 6833 Stalter Drive Rockford, IL 61108 Telephone: (815) 962-6611 Facsimile: (815) 962-0687 About Blackhawk Valley Investments Blackhawk Valley Investments, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Illinois Case No. 24-80118) on Jan 26, 2024, listing $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. Judge Thomas M Lynch presides over the case. Darron M Burke, Esq. at Barrick Switzer Long Balsley & Van Evera represents the Debtor as counsel. BLUE LIGHTNING: Seeks Court Approval to Sell Properties ------------------------------------------------------- Blue Lightning Holdings, Inc. and its affiliates asked the U.S. Bankruptcy Court for the Northern District of Texas for authority to sell certain properties. The properties up for sale include tractors and trailers, which the companies no longer use in the operation of their business. The companies are selling the properties "free and clear" of liens, claims, encumbrances and interests. Ritchie Bros. Auctioneers (America) Inc. and Ironplanet, Inc. have been tapped to assist in the sale. In connection with the sale, the companies asked the bankruptcy court to allow them to sign over title to each property to any purchaser; require lienholders to release any lien on the property sold and deliver any certificate of title to the sales agents; and confirm that any net proceeds of the sale be delivered to the companies to be maintained unused in a segregated cash collateral account. A sale hearing is scheduled for Feb. 13. About Blue Lightning Holdings Blue Lightning Holdings, Inc. and its affiliates filed voluntary petitions for Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 23-41064) on April 15, 2023. At the time of the filing, Blue Lightning Holdings reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Mark X. Mullin oversees the cases. The Debtors tapped Howard Marc Spector, Esq., at Spector & Cox, PLLC as legal counsel and Sabrina Hill, CPA, PLLC as accountant. BLUE RIBBON: Guggenheim SOF Marks $6.1MM Loan at 15% Off -------------------------------------------------------- Guggenheim Strategic Opportunities Fund has marked its $6,139,373 loan extended to Blue Ribbon LLC to market at $5,233,816 or 85% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in Guggenheim SOF's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. Guggenheim SOF is a participant in a Bank Loan to Blue Ribbon LLC. The loan accrues interest at a rate of 11.43% (1 Month Term SOFR + 6.00%, Rate Floor: 6.00%). The loan matures on May 8, 2028. Guggenheim Strategic Opportunities Fund was organized as a Delaware statutory trust on November 13, 2006. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. Blue Ribbon, LLC, parent company of Pabst Brewing Company, is one of the largest privately held independent brewers in the US, with a portfolio of iconic American beer brands. BOBBITT ELECTRICAL: Wins Cash Collateral Access on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized Bobbitt Electrical Service, LLC to use cash collateral on a final basis, in accordance with the budget. The Debtor requires the use of cash collateral for the continued payment of operating expenses, taxes, and other expenses incurred in the ordinary course of its business operations. The Debtor has performed a preliminary investigation and analysis of UCC filings, and based upon that investigation believes that the following parties may assert a lien on the Debtor's cash collateral: i. Prosperum Capital Partners, LLC dba Arsenal Funding; and ii. Small Business Financial Solutions, LLC dba Rapid Finance. As adequate protection, all secured parties aregranted a replacement lien in cash collateral and in the post-petition property of the Debtor of the same nature and to the same extent and in the same priority held in cash collateral on the Petition Date. As further adequate protection, any Secured Creditor who suffers a diminution in its respective secured position and whose claim is not subject to a bona fide dispute will have a superpriority administrative claim under 11 U.S.C. Section 507(b) to the extent of any decrease in value of its respective perfected interest in cash collateral. A copy of the court's order is available at https://urlcurt.com/u?l=NGJQhH from PacerMonitor.com. About Bobbitt Electrical Service, LLC Bobbitt Electrical Service, LLC owns and operates as an electrical contractor providing services to commercial customers. Bobbitt was incorporated in 2019. Bobbitt operates out of the owner's home in Indianapolis, Indiana. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-05620-JMC-11) on December 19, 2023. In the petition signed by Bernard Bobbitt, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge James M. Carr oversees the case. John Allman, Esq., at Hester Baker Krebs LLC, represents the Debtor as legal counsel. BOLTA US: Trustee Seeks to Tap McDonald Hopkins as Special Counsel ------------------------------------------------------------------ Gene Kohut, who served as the Liquidating Trustee of Bolta US Ltd., seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ McDonald Hopkins LLC as its special counsel. The Trustee needs legal services for the investigation into and litigation over cyber-attacks and phishing schemes perpetrated by unknown third parties against the Trust and SMP Automotive Systems Alabama Inc., resulting in damages to the Trust and SMP. The hourly rates of the firm's counsel and staff are as follows: Members $395 - $1,035 Of Counsel $395 - $1,065 Associates $290 - $635 Paralegals $225 - $425 Law Clerks $125 Robert Cohen, Esq., a member of McDonald Hopkins, 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: Robert A. Cohen, Esq. MCDONALD HOPKINS, LLC 501 South Flagler Drive, Suite 200 West Palm Beach, FL 33401 Telephone: (561) 472-2121 Facsimile: (561) 472-2122 Email: RCohen@mcdonaldhopkins.com About Bolta US Ltd. Bolta US Ltd., an auto parts manufacturer in Tuscaloosa, Ala., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-70042) on Jan. 13, 2023. In the petition signed by its chief restructuring officer, Jeffrey Truitt, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Jennifer H. Henderson oversees the case. The Debtor tapped Stephen Gross, Esq., at McDonald Hopkins, LLC as bankruptcy counsel; Rosen Harwood, P.C. as local bankruptcy counsel; Winter McFarland, LLC as special counsel; and Donnelly Penman & Partners as investment banker. The U.S. Bankruptcy Administrator for the Northern District of Alabama appointed an official committee to represent unsecured creditors in the Debtor's case. The committee is represented by Maples Law Firm, PC. BRINKER INTERNATIONAL: S&P Affirms 'BB-' ICR, Outlook Stable ------------------------------------------------------------ S&P Global Ratings revised its outlook on Dallas-based Brinker International Inc. to stable from negative and affirmed all of its ratings, including its 'BB-' issuer credit rating. The stable outlook reflects S&P's expectation that the company's consistent execution will benefit earnings and free operating cash flow (FOCF) generation, enabling it to maintain leverage of less than 4x over the next 12 months. The outlook revision reflects Brinker's improved leverage due to its elevated profitability, which stems from its reduced commodity inflation and better labor retention. The company has benefitted from reduced commodity inflation in the first half of fiscal year 2024 and we anticipate prices will continue to normalize in the second half of the year. Investments in Brinker's labor force, such as wage rate gains in the mid-single-digit area, and better managerial retention have led to improved hourly retention. S&P said, "We expect the resulting improvement in the company's customer experience and satisfaction will help offset some of its lost traffic and note that management indicated Chili's traffic exceeded the industry average by 2% in the most recent quarter. We expect these factors will support Brinker's maintenance of relatively stable to improving margins over the next 12 months." The company increased comparable restaurant sales at its Chili's brand by 5.1% year over year in the second quarter of fiscal year 2024 supported by price increases, partially offset by unfavorable mix of 1% and 0.6% lower traffic. Brinker's S&P Global Ratings-adjusted EBITDA margins expanded by approximately 170 basis points (bps) over the same period as the company lapped most of the commodity and labor inflation it faced last year. Brinker competes in a mature and fiercely competitive industry. The company's ability to remain relevant in terms of value and offerings will be key to maintaining its competitive position. Brinker, which operates more than 70% of its units, is directly exposed to fluctuations in commodity prices, wage inflation, and other restaurant-related operating cost pressures, as well as capital investment requirements. The company's geographic footprint is also concentrated, with approximately 40% of its company-owned restaurants located in just three states: Texas, Florida, and California. To reflect these risks, we apply a negative one-notch comparable rating analysis modifier to our anchor on Brinker. S&P said, "We expect Brinker's S&P Global Ratings-adjusted leverage will be in the mid-3x area in fiscal years 2024 and 2025. As of Dec. 27, 2023, the company's S&P Global Ratings-adjusted debt to EBITDA was 3.6x, compared to 4.8x a year ago when inflationary pressures were near peak-levels. Over the past year, Brinker improved its EBITDA generation it realized benefits from its operating initiatives related to menu pricing, labor retention, and process simplification, among others. We expect management's initiatives will strike a balance between maintaining its value proposition and not alienating customers while also incentivizing more-profitable sales. We expect the company's leverage will remain in the mid- to high-3x range in fiscal year 2024 as its margin and process-enhancement initiatives bear fruit and expect similar leverage levels in fiscal year 2025. Brinker has a stated leverage target of 2.0x-2.5x, which compares with its S&P Global Ratings-adjusted reported debt to EBITDA of 3.6x as of the second quarter. "The stable outlook on Brinker reflects our expectation that its consistent execution will support improving earnings and FOCF generation, enabling it to maintain leverage of below 4x over the next 12 months." S&P could lower its rating on Brinker if: -- The positive trajectory in its operating performance and credit metrics reverses; or -- S&P expects its S&P Global Ratings-adjusted leverage will remain at or above 4.5x, either due to a slower recovery or a more aggressive financial policy. S&P could raise its rating on Brinker if: -- It strengthens its performance across its concepts, demonstrates sustained market share gains, and generates operating metrics--including comparable restaurant sales and S&P Global Ratings-adjusted EBITDA margins--that exceed our base-case assumptions; and -- S&P expects its S&P Global Ratings-adjusted leverage will remain below 3.5x. BURRELL FARMS: To Test TDG's $6.5MM Bid at Feb. 27 Auction ---------------------------------------------------------- Burrell Farms and Gardens, LLC asked the U.S. Bankruptcy Court for the Western District of Tennessee to approve the sale of its real property to Tennessee Distilling Group, LLC or to another buyer with a better offer. Burrell received a $6.5 million offer for the property from Tennessee Distilling Group following extensive marketing launched by Stan Myers, the broker at Jones Lang LaSalle hired by the company. The property consists of multiple warehouse buildings on approximately 27.48 acres located at 6263 Highway 54 West, Brownsville, Tenn. The company intends to put the property up for bidding to maximize its value, according to its attorney, James Bailey, III, Esq., at Butler Snow, LLP. The bid rules, which are subject to court approval, give interested buyers until Feb. 23, at 4:00 p.m. (prevailing Central Time) to place their bids on the assets. The bid must include a deposit in the amount of $150,000. An auction will be conducted on Feb. 27, at 10:00 a.m. (prevailing Central Time) if the company receives offers by the bid deadline. A court hearing on the sale of the property to the winning bidder will be held on Feb. 28, at 1:00 p.m. (prevailing Central Time). Tennessee Distilling Group's $6.5 million offer will serve as the stalking horse bid at the auction. In the event it is not selected as the winning bidder, Tennessee Distilling Group will receive expense reimbursement of up to $75,000. "The sale of the property will generate sufficient sales proceeds to satisfy the valid amount of the secured debt encumbering the property and provide a measure of return to the holders of allowed prepetition unsecured claims," Burrell said in a motion filed in court. About Burrell Farms and Gardens Burrell Farms and Gardens, LLC owns a property located at 6263 Highway 54 West, Brownsville, Tenn., which is valued at $10 million. The company is based in Memphis, Tenn. Burrell Farms and Gardens filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-21037) on March 1, 2023, with $13.11 million in assets and $3 million in liabilities. James E. Bailey, III has been appointed as Subchapter V trustee. Judge M. Ruthie Hagan oversees the case. The Debtor is represented by the Law Offices of Toni Campbell Parker. CALIFORNIA RESOURCES: Moody's Affirms 'B1' CFR on Aera Transaction ------------------------------------------------------------------ Moody's Investors Service affirmed California Resources Corporation's (CRC) ratings, including its B1 corporate family rating, B1-PD Probability of Default Rating and B2 senior unsecured rating and maintained the stable outlook. The Speculative Grade Liquidity (SGL) Rating was upgraded to SGL-2 from SGL-3. The affirmation follows CRC's recent announcement it had entered into a merger agreement with Aera Energy LLC. "The Aera transaction will enhance California Resources' scale, oil production and cash flow," stated James Wilkins, Moody's Vice President. "While the equity funding of the transaction and expected positive free cash flow in 2024-2025 will strengthen California Resources' financial profile and leave it with a strong balance sheet supportive of a higher credit rating, the regulatory risk posed by operations wholly situated in the State of California remains a constraint on the rating." RATINGS RATIONALE The affirmation of CRC's B1 CFR reflects the positive impact the recently announced transaction with Aera Energy LLC will have on CRC's scale and financial profile. The transaction with the California – based exploration & production company will increase CRC's production and reserves and increase the proportion of oil in its production mix. The Aera assets, which are entirely in California, are similar in nature to CRC's existing assets and in some cases adjacent to CRC's operations, include low decline rate oil-weighted production. The transaction will also add to CRC's low carbon business with additional CO2 sequestration storage capacity as well as carbon capture and sequestration (CCS), direct air capture (DAC) and solar projects. CRC will retain a strong balance sheet as a result of the large proportion of equity funding for the transaction and modest existing debt at Aera. However, the regulatory risk CRC is exposed to as an exploration and production company with all of its operations in California continues to be a constraint on its credit rating. The numerous and ongoing changes to the regulation of oil & gas operations and related legal challenges pose significant risk for the company's cash flow. CRC's B1 CFR reflects the company's high cost of production and need for above mid-cycle prices to generate free cash flow and the potential for ongoing production volume declines in 2024 from its legacy assets until it is able to secure permits to drill new wells. Moody's expects the company's investments in 2024 to focus on maintaining production levels and growth projects, such as its carbon management initiatives. The company benefits from its large scale and legacy production with significant infrastructure as one of the largest operators in California. CRC's well-defined, mature asset base, which has a shallow decline rate of 10% – 15% per year are positives. The predominately oil reserves (about three-quarters of production is liquids) are in multiple basins in California. California Resource Corporation's senior unsecured notes are rated B2, one notch below the B1 CFR, given their unsecured claim to the company's assets and their structurally subordinated position to the secured revolving credit facility. The SGL-2 Speculative Grade Liquidity (SGL) Rating reflects Moody's expectation that CRC will have good liquidity well into 2025, supported by cash flow from operations and its revolving credit facility due July 2027. Moody's expects CRC will limit its capital spending such that it does not materially outspend internally generated cash flow. The revolver currently has a $1.2 billion borrowing base and $630 million of commitments. Moody's expects the company will have ample headroom under its credit agreement's financial covenants – a maximum total net leverage ratio of 3.0x and minimum current ratio of 1.0x. The senior unsecured notes mature in February 2026. The company has obtained a $500 million bridge financing facility to refinance a portion of Aera's debt, but Moody's expects the company to fund any necessary debt financing related to the transaction on a long-term basis. The stable outlook reflects Moody's expectation that CRC will generate positive free cash flow, maintain relatively stable production volumes and seamlessly integrate with Aera. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company is able to secure necessary permits and resume drilling activity to sustain production levels and lessen declines in proved reserves. Retained cash flow to debt above 40 percent that can be sustained at mid-cycle prices, positive free cash flow and more visibility to the capital requirements for carbon management projects would also be necessary to support an upgrade. The ratings could be downgraded if retained cash flow to debt falls below 15 percent, production volumes decline or liquidity weakens. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. CALIFORNIA RESOURCES: S&P Affirms 'B+' ICR on Aera Energy Merger ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on California-based oil and gas exploration and production (E&P) company California Resources Corp. (CRC). S&P said, "Our stable rating outlook on CRC reflects our expectation that the company will maintain appropriate credit measures and generate significant free operating cash flow (FOCF) over the next two years, which we anticipate the company will use for increased shareholder distributions. We forecast pro forma funds from operations (FFO) to debt of 50%-55% and debt to EBITDA of 1.5x-2.0x in 2025." On Feb. 7, 2024, CRC announced a deal to combine with privately held California-focused oil and gas producer Aera Energy LLC (not rated) in an all stock transaction valued at $2.1 billion, including the assumption of about $1.1 billion of Aera's debt and other liabilities. The transaction boosts CRC's scale in both the conventional oil business and future carbon sequestration projects, but the pro forma company will still be exposed to high regulatory risk in California. CRC's scale will significantly improve with its merger with Aera, but its concentration in California remains a key risk. The merger with Aera will increase CRC's proved reserves by 262 million barrels of oil equivalent (boe) to 679 million boe and expand its production by approximately 75,000 barrels of oil equivalent per day (boe per day (d) to about 160,000 boe/d. S&P expects the company's oil-weighted production will increase to about 75% from 60%, while it maintains its low proved developed producing (PDP) reserves decline rate of 10%-15%. Despite the significant growth in scale, CRC's concentration in California and high exposure to regulatory risk remains. California's less supportive regulatory environment for the oil and gas industry has hurt CRC's operations, with anticipated production declines through the first half of 2024 and negative revisions in its year-end 2022 proved reserves. S&P anticipates the company will maintain solid financial metrics and adequate liquidity over the next 12 months. S&P said, "We forecast FFO to debt of 50%-55% and debt to EBITDA of 1.5x-2.0x in 2025, with significant FOCF allocated primarily toward dividends and share repurchases as well as possible debt repayment. Our debt figures include an assumption for asset retirement obligations. We expect CRC's capital spending will increase to $500 million-$550 million in 2024 (including plugging and abandonment and Carbon TerraVault capital spending, and assuming the merger closes at mid-year) from $200 million-$250 million in 2023 due to increased activity levels in the second half of 2024 following closure of the merger and potential resolution of permitting delays in Kern County. We anticipate the company will increase its drilling rig program after closing to four to five rigs in the second half of 2024 from one rig in the first half of 2024. The company continues to maintain a relatively conservative balance sheet and adequate liquidity, with $595 million unsecured notes due 2026, about $479 million available on its revolving credit facility maturing in 2027 (net of $148 million letters of credit), and a solid cash balance of approximately $479 million at the end of the third quarter of 2023. "We expect CRC's merger with Aera will further advance the company carbon management business. The company has been active in expanding its carbon management business through its subsidiary Carbon TerraVault (CTV) and its joint venture with Brookfield Renewable. In December 2023, CRC received its draft Class VI permit from the U.S. Environmental Protection Agency (EPA) for its CTV I project, the first draft Class VI permit to be issued in the state of California. The company is currently in the 90-day public comment period, after which we anticipate CRC will be granted final Class VI permit approval for its CTV I project, allowing it to begin working toward a final investment decision and subsequently project construction. S&P anticipates the merger with Aera will increase CTV's carbon dioxide pore space capacity by about 55 million metric tons in the San Joaquin Basin. Aera has recently submitted its first Class VI permit with the EPA and it expects CRC to submit a second permit post close of the merger. S&P said, "Our stable rating outlook on CRC reflects our expectation the company will maintain appropriate credit measures and generate significant FOCF over the next two years, which we anticipate the company will use for increased shareholder distributions post close of the merger. We forecast 2025 FFO to debt of 50%-55% with debt to EBITDA of 1.5x-2.0x (including all standard S&P Global Ratings adjustments for debt). "We could lower our rating on CRC if its FFO to debt approaches 30% for a sustained period. This would most likely occur if the company pursues a more aggressive capital spending plan or shareholder return policy than we currently anticipate, if commodity prices weaken without an offsetting reduction in capital spending, or if its production fell short of our expectations. "We could raise our rating on CRC if it significantly diversified its business outside of California conventional oil and gas, while maintaining a financial conservative policy and FFO to debt of well above 30% on a sustained basis." CANDY CLUB: Unsecureds Owed $6M to Get .005% of Their Claims ------------------------------------------------------------ Candy Club, LLC, et al., submitted a Combined Plan of Reorganization and Disclosure Statement. The Debtors' plan to reorganize involves a restructure of the Debtors' balance sheet including: conversion of certain immediately due and payable amounts into long term debt, reduction of other prepetition secured debt, and reduction of prepetition vendor and operating liabilities. The plan also contemplates rolling the existing DIP Loan into exit financing on the same or substantially similar terms with the same lender, GemCap. The Debtors obtained senior secured, postpetition financing on a priming, superpriority basis from Industrial Funding Group, Inc., in its capacity as Lender under the DIP Facility (the "Initial DIP Lender") pursuant to the definitive loan and security agreement attached to the DIP Orders by and among the Debtors and the DIP Lender, consisting of a revolver loan in the aggregate maximum principal amount of $2,000,000 (the "DIP Revolver"), and including, without limitation, principal, interest, fees, expenses, and other costs of the DIP Lender in these Chapter 11 Cases, in accordance with the terms and conditions set forth herein and in the DIP Facility, of which (a) an initial maximum aggregate amount of up to $1,250,000 of new money was made available to the Debtors following entry of the interim order, and (b) the balance was made available upon entry of the final order. The DIP Facility Documents and all of Initial DIP Lender's rights, title, and interest in the DIP Facility were promptly assigned by the Initial Lender to GemCap Solutions, LLC, a Delaware limited liability company ("GemCap Solutions") following the initial funding; and GemCap Solutions' subsequent assignment of the DIP Facility Documents and all of its's rights, title and interest in the DIP Facility to GemCap Holdings, LLC, a Delaware limited liability company ("GemCap Holdings") (GemCap Holdings together with GemCap Solutions, "GemCap" and GemCap together with the Initial DIP Lender, the "DIP Lender"). Under the Plan Class Class 3 – General Unsecured Claims total $6,271,967.57 and will recover .005% of their claims. Each Holder of an Allowed General Unsecured Claim against the Debtors will receive its Pro Rata share of the GUC Cash Pool, up to the full amount of its Allowed General Unsecured Claim. Class 3 is impaired. "GUC Cash Pool" means $30,000 to be used solely for payment of Allowed General Unsecured Claims, and not for any satisfaction of any other Claims or for any other purpose, which payment shall be funded on or before the Effective Date. The GUC Pool shall be funded from the DIP Facility, the Debtors' Cash on hand, or proceeds of the Debtors' accounts receivable, if any, and subject to availability of each. The Debtors shall fund distributions under the Plan, as applicable, with: (1) the proceeds of the DIP Facility; (2) the Exit Facility or the proceeds thereof; (3) the New Equity Capital, and (4) the Debtors' Cash on hand, each as available. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. Counsel for the Debtors: Veronica A. Polnick, Esq. Zachary McKay, Esq. Emily Meraia, Esq. Courtney L. Cameron, Esq. JACKSON WALKER L.L.P. 1401 McKinney St., Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 E-mail: vpolnick@jw.com zmckay@jw.com emeraia@jw.com ccameron@jw.com A copy of the Disclosure Statement dated Jan. 26, 2024, is available at https://tinyurl.ph/vYKQl from PacerMonitor.com. About Candy Club, LLC Candy Club, LLC and affiliates design, market, and sell premium, branded confectionary products in the United States. They distribute confections to over 12,000 customers across all 50 states. The Debtors sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-60048) on July 27, 2023. In the petition signed by Keith Cohn, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. Jackson Walker LLP represents the Debtor as legal counsel. Stretto, Inc. is the claims, noticing and solicitation agent. CANO HEALTH: Moody's Downgrades PDR to D-PD Amid Bankruptcy Filing ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Cano Health, LLC Probability of Default Rating to D-PD from Ca-PD. At the same time, Moody's affirmed the Corporate Family Rating at Ca, the Senior Secured First Lien Credit Facilities and the Backed Senior Secured First Lien Term Loan at Caa3, and the ratings of the Senior Unsecured Notes at C. The rating outlook remains stable. There was no action to the Speculative Grade Liquidity Rating, which remains SGL-4. These actions follow the announcement that Cano Health has initiated prearranged voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware (the "Court") on February 4, 2024. Cano has entered into a Restructuring Support Agreement (RSA) to reduce debt and solicit potential offers, including the sale of the firm. Subsequent to the rating action, Moody's will withdraw all the ratings of Cano. Governance risk considerations are material to the rating action. Governance risk factors related to financial strategy, risk management, credibility and track record are elevated because the company operates with aggressive financial policies. This is reflected in very high debt levels, resulting in a capital structure that is untenable. The company entered into a restructuring support agreement ("RSA") with Cano's senior unsecured notes and senior secured first lien credit facilities debt holders to reduce outstanding indebtedness. The stable outlook reflects Moody's view that the current ratings adequately reflect Cano's recovery prospects. RATINGS RATIONALE Cano's ratings are constrained by untenable capital structure, along with weak liquidity reflected in very high financial leverage, moderate scale, and ongoing cash burn. Cano' announced Restructuring Support Agreement, along with the company expectation to file voluntary petitions for reorganization pursuant to Chapter 11 resulted in the downgrade of its Probability of Default Rating to D-PD. Cano Health's CIS-5 indicates the rating 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. This reflects Cano's exposure to social risk considerations (S-5) and governance risk considerations (G-5). Governance risk exposures are influenced by the company's aggressive financial policies and unreliable track record of execution as the company has revised down its EBITDA guidance multiple times and finally eliminated its guidance. Cano has material credit exposure to environmental risks due to the company's high exposure to physical climate risk. Cano has material concentration in Florida which makes the company susceptible to hurricanes and other extreme weather conditions. Credit exposure to social risks is significant as Cano is almost entirely reliant on government payors, including Medicare and Medicare Advantage, which may face longer-term budgetary pressures. As a healthcare service provider, Cano is also exposed to labor pressures and human capital constraints. Cano Health, LLC medical centers and affiliates provide primary care health services to more than 312,000 members with significant concentration in Florida and a focus on Medicare Advantage members. Cano's LTM September 30, 2023 total revenue was approximately $3.0 billion. Cano is publicly traded on the NYSE under ticker "CANO". ITC Rumba, LLC (InTandem Capital Partners) maintains about 34% equity stake. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CANO HEALTH: NYSE to Commence Delisting Proceedings --------------------------------------------------- Cano Health, Inc. (NYSE: CANO) disclosed that on February 5, 2024, the New York Stock Exchange (the "NYSE") notified the Company that the NYSE had determined to (a) commence proceedings to delist the Company's Class A common stock, par value $0.01 per share ("Common Stock") and (b) immediately suspend trading in the Company's Common Stock pursuant to Section 802.01D of the NYSE Listed Company Manual after the Company filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on February 4, 2024. The NYSE will apply to the U.S. Securities and Exchange Commission to delist the Company's Common Stock upon completion of all applicable procedures. The Company does not intend to appeal the NYSE's determination and therefore expects that its Common Stock will be delisted from the NYSE. The Common Stock is expected to continue trading on the OTC market under the symbol "CANOQ." About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a primary care-centric, technology-powered healthcare delivery and population health management platform. Founded in 2009, with its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves through its primary care medical centers and supporting affiliated providers. Cano Health reported a net loss of $428.39 million in 2022, a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. * * * As reported by the TCR on Aug. 17, 2023, S&P Global Ratings lowered its issuer credit rating on Cano Health Inc. to 'CCC-' from 'B-'. S&P said, "We based our negative outlook on our expectation for continued weak operating performance and cash flow deficits. Given the company's current liquidity position, we believe there is heightened risk of a near-term default such as a bankruptcy filing, debt restructuring, or missed interest payment." CANO HEALTH: Seeks $150MM DIP Loan from Wilmington -------------------------------------------------- Cano Health, Inc. and its debtor-subsidiaries ask the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and obtain postpetition financing. The Debtors seek to obtain a superpriority senior secured multiple draw debtor-in-possession term loan credit facility in an aggregate principal amount of $150 million from a consortium of lenders, and agented by Wilmington Savings Fund Society, FSB, with an initial draw of $50 million. As of the Petition Date, the Debtors have a little over $2 million in cash on hand and thus require immediate access to the DIP Financing and authority to use cash collateral to ensure that they have sufficient liquidity to operate their healthcare business and continue delivering high-quality health care services to their patients. The DIP facility is due and payable on the earliest of: 1. the date that is 8 months after the closing date, 2. the date on which all DIP Loans are accelerated and all unfunded Commitments (if any) have been terminated in accordance with the DIP Credit Agreement, by operation of law or otherwise, 3. the date the Bankruptcy Court orders a conversion of the Chapter 11 Cases to a chapter 7 liquidation or the dismissal of the chapter 11 case of any Debtor, 4. the closing of any sale of assets pursuant to 11 U.S.C. Section 363, which when taken together with all other sales of assets since the closing date, constitutes a sale of all or substantially all of the assets of the Loan Parties and 5. the effective date of any chapter 11 plan of reorganization. The Debtors are required to comply with these milestones: 1. Entry by the Bankruptcy Court of the Interim Order within 3 days following the Petition Date; 2. By no later than 5:00 p.m. (Eastern Time) on the date that is 28 days after the Petition Date, 3. The Borrower must have obtained receipt of indications of interest for a sale of substantially all of the assets of the Debtors; 4. Entry by the Bankruptcy Court of the Final Order within 35 days following the Petition Date; 5. Entry by the Bankruptcy Court of an order approving the Disclosure Statement by the date that is no later than 90 days following the Petition Date; 6. Entry by the Bankruptcy Court of an order confirming an Acceptable Plan (as defined in the DIP Credit Agreement) that is consistent with the RSA no later than 125 days following the Petition Date; and 7. The effective date of an Acceptable Plan no later than 140 days following the Petition Date (which date must be extended by 45 days in the event an Acceptable Plan has not gone effective solely due to any healthcare-related regulatory approvals or any pending approval under the Hart-Scott-Rodino Act; provided that such date must be no earlier than as agreed in the Restructuring Support Agreement. Following the Interim Order Entry Date, the Debtors are also required to maintain liquidity of not less than $20 million as of the last business day of each calendar week. The Debtors' outstanding funded indebtedness is comprised of obligations incurred by the Debtors under (i) the Credit Suisse Revolving Credit Facility, (ii) the Credit Suisse Term Loan Facility, (iii) the Sidecar Credit Facility, and (iv) senior unsecured notes in the aggregate principal amount of $300 million. As of the Petition Date, the Debtors' capital structure includes approximately $933.1 million in outstanding prepetition secured debt obligations in aggregate. Under a Credit Agreement dated November 23, 2020, the Debtors obtained (i) a senior secured term loan in an aggregate principal amount of $875 million, (ii) a delayed draw term loan in an aggregate principal amount of $175 million, and (iii) a revolving credit facility in a maximum aggregate available amount thereunder of $120 million. Credit Suisse AG, Cayman Islands Branch, serves as administrative agent and collateral agent, under the Credit Agreement. As of the Petition Date, the Debtors owed $751.5 million under the Credit Suisse Credit Agreement, including $631.5 million under the Credit Suisse Term Loan and $120 million under the Credit Suisse Revolving Credit Facility. Under a Credit Agreement dated February 24, 2023, the Debtors obtained a term loan in an aggregate principal amount equal to $150 million. JPMorgan Chase Bank, N.A., serves as administrative agent and collateral agent under this Side-Car Credit Agreement. The loans under the Side-Car Credit Agreement are scheduled to mature on November 23, 2027. As of the Petition Date, the Debtors owed $181.6 million under the Side-Car Credit Agreement. As adequate protection for the use of cash collateral, the Prepetition Administrative Agents, for the benefit of themselves and the other Prepetition Secured Parties, will be granted: 1. Additional and replacement, valid, binding, enforceable, non-avoidable, and effective and automatically perfected postpetition security interests in and liens on all DIP Collateral and, upon entry of the Final Order, all proceeds or property recovered from Avoidance Actions. 2. To the extent provided by 11 U.S.C. sections 503(b), 507(a), and 507(b), allowed administrative expense claims in each of the Cases ahead of and senior to any and all other administrative expense claims in such Cases to the extent of any postpetition Diminution in Value, but junior to the Carve Out and the DIP Superpriority Claims. 3. Payment of all reasonable and documented fees and expenses, including all reasonable and documented fees and expenses of counsel and other professionals retained as provided for in the DIP Documents and this Interim Order, including, for the avoidance of doubt, of (i) the DIP Agent Advisors; (ii) Freshfields Bruckhaus Deringer US LLP, as counsel to the CS Prepetition Administrative Agent; (iii) Proskauer Rose LLP, as counsel to the Sidecar Prepetition Administrative Agent; and (iv) the DIP/First Lien Advisors. A copy of the motion is available at https://urlcurt.com/u?l=EWbggW from PacerMonitor.com. About Cano Health, Inc. Cano Health, Inc. together with their non-debtor affiliates, are independent primary care physician group. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10164) on February 4, 2024. In the petitions signed by Mark Kent, authorized signatory, the Debtors disclosed $1,211,931,000 in assets and $1,471,032,000 in liabilities. The Debtors tapped RICHARDS, LAYTON & FINGER, P.A. and WEIL, GOTSHAL & MANGES LLP as legal counsel, HOULIHAN LOKEY, INC. as investment banker, ALIXPARTNERS, LLP as financial advisor, QUINN EMANUEL URQUHART & SULLIVAN, LLP as special counsel, and KURTZMAN CARSON CONSULTANTS LLC as claims agent. Counsel to the Ad Hoc First Lien Group: Scott J. Greenberg, Esq. Michael J. Cohen, Esq. Christina M. Brown, Esq. Gibson, Dunn & Crutcher LLP 200 Park Ave New York, NY 10166 E-mail: SGreenberg@gibsondunn.com MCohen@gibsondunn.com christina.brown@gibsondunn.com)) - and - Laura Davis Jones, Esq. James O'Neill, Esq. Pachulski, Stang, Ziehl & Jones LLP 919 North Market Street #1700 Wilmington, DE 19801 E-mail: ljones@pszjlaw.com joneill@pszjlaw.com Counsel to Wilmington Savings Fund Society, FSB as DIP Agent: ArentFox Schiff LLP 1301 Avenue of the Americas, 42nd Floor New York, NY 10019 Jeffrey R. Gleit, Esq. E-mail: jeffrey.gleit@afslaw.com Counsel to the Agent under the Credit Suisse Credit Agreement: Mark F. Liscio, Esq. Scott D. Talmadge, Esq. Freshfields Bruckhaus Deringer US LLP 601 Lexington Avenue New York, NY 10022 E-mail: mark.liscio@freshfields.com scott.talmadge@freshfields.com Counsel to the Agent under the Side-Car Credit Agreement: Evan Palenschat, Esq. Proskauer Rose LLP 70 West Madison, Suite 3800 Chicago, IL 60602 E-mail: EPalenschat@proskauer.com CANOO INC: Appoints Former NASA Executive, EV Veteran to Board -------------------------------------------------------------- Canoo Inc. announced appointments of two leaders in electric mobility, public policy, clean energy, technology, and cybersecurity to the company's Board of Directors. The appointments of Ms. Deborah Diaz and Mr. James Chen are effective immediately. "I'm excited to strengthen the board with the additions of Deborah and James," said Tony Aquila, Investor, Executive Chairman, and CEO of Canoo. "As innovators and leaders, they will support Canoo and its team achieve our strategic growth objectives and increase our market penetration." Deborah B. Diaz previously served as former chief technology officer and deputy chief information officer at National Aeronautics and Space Administration (NASA) and CIO for Science and Technology at U.S. Department of Homeland Security. Ms. Diaz currently serves on the board of directors of Archer Aviation, Primis Financial, and ZeroAvia. Ms. Diaz is also chief executive officer of Catalyst ADV, a technology and strategic growth advisory firm. She brings decades of experience in government and corporate leadership with expertise in technology governance, cybersecurity, management of complex IT systems and infrastructure, and digital transformation to the Canoo Board of Directors. James C. Chen is former vice president of Regulatory Affairs & deputy general counsel at Tesla and former Vice President of Public Policy & Chief Regulatory Counsel at Rivian Automotive. Mr. Chen is currently a shareholder at the law firm of Babst, Calland, Clements and Zomnir in the firm's transportation technology and energy practice. He brings extensive experience in designing and implementing solutions for complex legal, policy, and regulatory matters to the board. Ms. Diaz said: "Canoo's innovative design, utilization of smart technology, and expert staff are very impressive. The company has built commercial orders in addition to U.S. government and military partnerships to transform future mobility. As Canoo scales and manufactures more electric vehicles, there will be an increased need to assure that risk-based data and system protections are in place to create a world-class infrastructure. I am excited to be part of the Canoo board and to help establish the roadmap for Canoo's digital transformation journey." Mr. Chen said: "What excites me about Canoo is its approach of focusing on commercial fleets by taking the company's transformative technology and tailoring innovative approaches to where the demand for electrification is the greatest. That vision of combining the benefits of EVs with the demand of fleet owners and operators is incredibly inspiring." Additionally, Ms. Josette Sheeran and Mr. Rainer Schmueckle are resigning from the Board of Directors with Ms. Sheeran leaving her role as president and moving to the role of strategic advisor to the CEO. "I look forward to continuing working with Josette in her new role as strategic advisor to the CEO. Josette was instrumental in the re-founding of Canoo, our government partnerships such as with the State of Oklahoma, and our selection by NASA to provide the Crew Transportation Vehicles for the Artemis launches," said Mr. Aquila. Mr. Aquila added: "I appreciate Rainer's service and the many years of legacy experience he brought us from his time with Daimler AG and Freightliner." "The additions of Ms. Diaz and Mr. Chen to our board was a team effort and exemplify our commitment to an impressive independent board of innovators and pioneers in the mobility sector with deep skillsets that are additive to the next phase of Canoo's growth," said Mr. Aquila. The current independent members of the board include: Thomas Dattilo is an accomplished executive and advisor who held executive roles at several automotive industry companies, including CEO of Viper Motor Car Company, a Chrysler company, Chairman, President, and CEO of Cooper Tire & Rubber Company, and various senior positions with Dana Corporation. Mr. Dattilo is currently on the boards of L3 Harris Technologies and Haworth. Claudia Romo Edelman is an award-winning social entrepreneur and a catalyst for positive change. She's led marketing and advocacy initiatives for global organizations, including the United Nations, UNICEF, and the World Economic Forum. Currently she is Founder and CEO of We Are All Human Foundation, a foundation dedicated to advancing the agenda of equality, diversity, and inclusion. Arthur Kingsbury has nearly five decades of experience in business, finance, and corporate governance. He has served on the boards of Solera Holdings, Dolan Media Co., Remark Holdings, NetRatings, Affiliated Publications, and McCaw Cellular Communications. Foster Chiang is former Vice Chairman of TPK Holding Co. Currently he is on the board of TES Touch Embedded Solutions (Xiamen) Co. and a member of the Board of Trustees of the Taft School. Debra von Storch is a former Partner at Ernst & Young, where she specialized in advising early-stage to rapid-growth companies. She currently serves as an advisory board member of Varidesk and a board member of the North Texas Chapter of the National Association of Corporate Directors. About Canoo Torrance, California-based Canoo Inc. -- www.canoo.com -- is a mobility technology company with a mission to bring electric vehicles to everyone and provide connected services that improve the vehicle ownership experience. The Company is developing a technology platform that it believes will enable the Company to rapidly innovate and bring new products, addressing multiple use cases, to market faster than its competition and at lower cost. Canoo reported a net loss and comprehensive loss of $487.69 million for the year ended Dec. 31, 2022, compared to a net loss and comprehensive loss of $346.77 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $534.35 million in total assets, $368.69 million in total liabilities, and $165.65 million in total stockholders' equity. Los Angeles, California-based Deloitte & Touche LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations, has generated recurring negative cash flows from operating activities, and expects to continue to incur net losses and negative cash flows from operating activities in accordance with its ongoing activities. These matters raise substantial doubt about the Company's ability to continue as a going concern. "As of September 30, 2023, the Company's principal sources of liquidity are its unrestricted cash balance of $8.3 million and its access to capital under the ATM Offering...and Yorkville facilities. The Company has incurred losses since inception and had negative cash flow from operating activities of $191.4 million for the nine months ended September 30, 2023. The Company expects to continue to incur net losses and negative cash flows from operating activities in accordance with its operating plan and expects that both capital and operating expenditures will increase significantly in connection with its ongoing activities. These conditions and events raise substantial doubt about the Company's ability to continue as a going concern," the Company said in its Quarterly Report for the period ended Sept. 30, 2023. CAPROCK LAND: Bid to Use Cash Collateral Denied as Moot ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Amarillo Division, denied as moot the motion to use cash collateral filed by Caprock Land Co. LLC. On December 18, 2023, the Court held a hearing on the Debtor’s request for continued use of cash collateral and StoneX Commodity Solutions LLC's Motion to Convert Chapter 11 Case to Chapter 7, or in the Alternative, to Appoint Chapter 11 Trustee. At the hearing, the parties announced they had agreed to the appointment of a chapter 11 trustee. The Court approved the motion to appoint trustee, and on December 21, 2023, the U.S. Trustee appointed Laurie Dahl Rea as the Chapter 11 Trustee for the case. The parties stated that the Debtor’s request for continued of cash collateral would soon expire and the motion was likely moot. No party has since filed a request for continued use of cash collateral. A copy of the order is available at https://urlcurt.com/u?l=rhvtLY from PacerMonitor.com. About CapRock Land Company, LLC CapRock Land Company, LLC is a global logistics company that manages organic feed ingredients around the world to the benefit of its end customers. CapRock operates seven storage facilities across the U.S. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-20172) on August 25, 2023. In the petition signed by Thomas Bunkley, owner, the Debtor disclosed up to $10 million in assets and $50 million in liabilities. Judge Robert L. Jones oversees the case. Steven L. Hoard, Esq., at Mullin Hoard & Brown, LLP, represents the Debtor as legal counsel. StoneX Commodity Solutions LLC, as lender, is represented by Polsinelli PC. CBC SUBCO: Seeks Cash Collateral Access --------------------------------------- CBC SubCo, Inc and affiliates ask the U.S. Bankruptcy Court for the District of Arizona for authority to use cash collateral in accordance with the budget, with a 15% variance, and provide adequate protection. The Debtors generate cash by selling alcohol products to distributors and from the sale of food, beverage, and merchandise at the two brewery restaurant locations. Currently, the Debtors have approximately $243,5822 of cash including WAB's cash collateral, most of which is held in WAB accounts. Without the use of cash collateral, the Debtors will be unable to fund operations starting the week of February 5, 2024. Western Alliance Bank assert an interest in the Debtor's cash collateral. In 2021, Craft Beverage Cooperative and SubCo borrowed $5 million (with the opportunity to borrow $1 million more) from WAB under a credit agreement dated September 10, 2021. Moab and Heretic guaranteed these obligations. Further, WAB asserts blanket liens on the assets of all the Debtors. The Debtors have not yet confirmed the perfection of these liens and reserve all rights with regard to WAB’s liens. The current amount owed to WAB is approximately $3.4 million. As widely reported, the craft beer industry has faced substantial hardship in the last few years. In its "Year in Beer Review," the Brewers Association noted 385 craft brewery closings in 2023. As with much of the industry, affiliates Moab and Heretic have suffered financial difficulties and dropped out of compliance with their financial covenants under the loan documents. However, aside from WAB’s acceleration of the loan, the borrowers are current on all payments under the loan documents. As adequate protection, the Debtors proposes to provide replacement liens to WAB. The Replacement Liens will be on the same categories of assets as the pre-petition collateral and have the same priority and validity as the pre-petition lien as to which it relates, and will be capped at the value of such pre-petition collateral in which WAB had an unavoidable perfected security interests as of the Petition Date. A copy of the motion is available at https://urlcurt.com/u?l=QftnFW from PacerMonitor.com. About CBC SubCo CBC SubCo, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-00632) on January 26, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. George Cole Jackson, authorized signatory, signed the petition. Christopher C. Simpson, Esq., at Osborn Maledon, P.A. represents the Debtor as legal counsel. CELSIUS: Asset Recovery Manager, Litigation Administrator Appointed ------------------------------------------------------------------- GXD Labs and VanEck on Feb. 7, 2024, disclosed that the companies have been appointed Complex Asset Recovery Manager and Litigation Administrator by the Debtors and Unsecured Creditors' Committee in the Celsius Networks LLC bankruptcy. The appointment comes as Celsius exits bankruptcy protection, for which it filed in July 2022. The companies will manage illiquid assets for the Celsius bankruptcy estate, working through the estate's wind-down for the next three-plus years. The team behind the BRIC -- including R Christian Wyatt and David Proman of GXD Labs, and Pranav Kanade and Matthew Babinsky of VanEck -- has significant experience in complex asset recovery, litigation management, and liquid and illiquid cryptocurrencies. "We are pleased to be working with VanEck to maximize value for Celsius creditors," said David Proman, Co-Founder and Managing Partner of GXD Labs, an affiliate of Atlas Grove Partners "We have a deep history creating value in analogous situations and are grateful to be entrusted to work out Celsius' institutional loans, private equity and venture capital investments, in addition to seeking recoveries through the direction of legal causes of action against corporate counterparties that caused harm to the Celsius Estate." "Our goal is to work with GXD Labs to maximize recoveries for Celsius creditors. VanEck has been engaged in the digital assets industry since 2017, and we welcome the opportunity to contribute our expertise through this joint venture," said Kyle DaCruz, Director of Digital Assets Product at VanEck. The companies are managing the assets through a joint venture, the Blockchain Recovery Investment Consortium (BRIC), which was created in early 2023 to maximize recoveries in complex digital asset bankruptcies like Celsius. BRIC will manage the monetization of illiquid assets (including litigation assets) and seek to distribute liquid cryptocurrency to creditors in a tax-efficient manner. For further information for creditors, please contact CEL@gxdlabs.io. About GXD Labs GXD Labs -- http://www.gxdlabs.io/-- is a digital asset and blockchain operating, investment and advisory business. We participate in all parts of the digital asset universe, through public and private investments, complex asset recovery, litigation and wind-down efforts, and strategic planning, growth, liability management and restructuring services. GXD Labs is an affiliate of Atlas Grove Partners. About VanEck VanEck -- http://www.vaneck.com-- has a history of looking beyond the financial markets to identify trends that are likely to create impactful investment opportunities. It was one of the first U.S. asset managers to offer investors access to international markets. This set the tone for the firm's drive to identify asset classes and trends -- including gold investing in 1968, emerging markets in 1993, and exchange traded funds in 2006 -- that subsequently shaped the investment management industry. Today, VanEck offers active and passive strategies with compelling exposures supported by well-designed investment processes. As of December 31, 2023, VanEck managed approximately $89.5B in assets, including mutual funds, ETFs and institutional accounts. The firm's capabilities range from core investment opportunities to more specialized exposures to enhance portfolio diversification. Our actively managed strategies are fueled by in-depth, bottom-up research and security selection from portfolio managers with direct experience in the sectors and regions in which they invest. Investability, liquidity, diversity, and transparency are key to the experienced decision-making around market and index selection underlying VanEck's passive strategies. Since the firm's founding in 1955, putting its clients' interests first, in all market environments, has been at the heart of the firm's mission. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP as bankruptcy counsel; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC, as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP, as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CIRCLE C EQUIPMENT: Hires Trenary CPA Firm as Accountant -------------------------------------------------------- Circle C Equipment, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Trenary CPA Firm, PLLC as accountant. The firm will assist the Debtor in performing all accounting and accounting related task including, filing the Debtor's tax returns, preparing Monthly Operating Reports and other required financial reporting requirements, and provide general accounting and related support in preparing and maintaining all the Debtor's books and records. The firm will be paid at the rate of $200 per hour, plus reimbursement of all out of pocket expenses. S. Summer Mauldin, a partner at Trenary CPA Firm, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: S. Summer Mauldin Trenary CPA Firm, PLLC 3222 SW 119th St. Oklahoma City, OK 73170 Tel: (405) 946-1000 About Circle C Equipment, LLC Circle C Equipment, LLC in Oklahoma City, OK, filed its voluntary petition for Chapter 11 protection (Bankr. D. Okla. Case No. 23-13213) on December 6, 2023, listing $284,735 in assets and $1,578,807 in liabilities. Ricky Collins as president/owner, signed the petition. Judge Sarah A. Hall oversees the case. HAMMOND LAW FIRM serves as the Debtor's legal counsel. CLARKE GIBSON: Seeks to Hire McCardell Law Firm as Legal Counsel ---------------------------------------------------------------- Clarke Gibson Restaurant Group, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ The McCardell Law Firm, PLLC as its bankruptcy counsel. The firm's services include: a. assisting the Debtor with the resolution of all contested claims; b. assisting the Debtor with the proposing, prosecuting and consummating the plan of reorganization; c. advising the Debtor with regard to any litigation matters that exist or might arise prior to confirmation of the plan of reorganization; d. preparing all appropriate pleadings to be filed in this case; and e. performing any other legal services that may be appropriate in connection with this reorganization case. The McCardell Law Firm, PLLC does not represent any interest adverse to the Debtor or the bankruptcy estate in the matters upon which it is to be engaged, according to court filings. The firm can be reached through: Aaron W. McCardell Sr., Esq. THE MCCARDELL LAW FIRM, PLLC 440 Louisiana St suite 1575 Houston, TX 77002 Phone: (713) 236-8736 About Clarke Gibson Restaurant Group Clarke Gibson Restaurant Group, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-30242) on Jan. 24, 2024, listing up to $50,000 in both assets and liabilities. Aaron W. McCardell, Sr., Esq. at The Mccardell Law Firm, PLLC represents the Debtor as counsel. CLEAN ENERGY: To Issue $92K Convertible Note at 13.04% Discount --------------------------------------------------------------- Clean Energy Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 2, 2024, the Company entered into a securities purchase agreement with Coventry Enterprises LLC, a Delaware limited liability company, pursuant to which the Company agreed to issue and sell to the Buyer a convertible promissory note of the Company in the principal amount of $92,000 for a purchase price of $80,000 plus an original issue discount in the amount of $12,000, and a one-time interest charge of $9,200. The Company shall make 10 payments each in the amount of $10,120 to the Buyer every month, with the first payment due March 2, 2024. All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default into common stock of the Company, par value $.001 share, subject to a beneficial ownership limitation of 4.99% of the Buyer and its affiliates. Events of Default include failure to pay principal and interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The per share conversion price into which the outstanding and unpaid amount of the Note may be converted into shares of Common Stock equals the lower of $1.60, subject to adjustment as provided in the Note, or the per share price of any issuance of the company's stock within the 30 days before or after the conversion. The Agreement provides customary representations, warranties and covenants of the Company and the Buyer. About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- designs, produces and markets clean energy products and integrated solutions focused on energy efficiency and renewables. The Company provides waste heat recovery solutions, waste to energy solutions, and engineering, consulting and project management solutions. In its Quarterly Report for the three months ended Sept. 30, 2023, Clean Energy disclosed that it had a total stockholder's equity of $5,389,051 and a working capital of $1,755,468 as of September 30, 2023. The company also had an accumulated deficit of $19,829,422 as of September 30, 2023. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. CLEAR BLUE POOL: Hires Clear Blue Pool as Real Estate Broker ------------------------------------------------------------ Clear Blue Pool Supply San Antonio, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Sufka Mergers Acquisitions as its real estate broker. The firm will market and sell the Debtor's property located at 22250 Bulverde Road, Ste. 104, San Antonio, Texas 78261. The broker's commission is equal to 7 percent of the purchase price. Patrick Sufka, principal of Sufka Mergers Acquisitions, assured the court that the broker is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The broker can be reached through: Patrick Sufka SUFKA MERGERS ACQUISITIONS 5003 Derry Way Tampa, FL 33647 Phone: (813) 230-7177 Email: ptsufka@msn.com About Clear Blue Pool Supply San Antonio, LLC Clear Blue Pool Supply San Antonio, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No.23-51217-cag) on September 6, 2023. In the petition filed by Aaron J. Thompson, manager, the Debtor disclosed $100,000 in total assets and $500,000 in estimated liabilities. Ronald Smeberg, Esq., at Smeberg Law Firm, represents the Debtor as legal counsel. COBRA AUTOMOTIVE: Seeks to Hire May Oberfell as Legal Counsel ------------------------------------------------------------- Cobra Automotive, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to employ May Oberfell Lorber as its counsel. The firm's services include: a. preparing motions, pleadings, and application, and conducting examinations incidental to administration of the case; b. advising the Debtor of its rights, duties and obligation under the Bankruptcy Code; c. performing legal services incidental and necessary to the day-to-day operations of the Debtor's businesses, including, but not limited to, institution and prosecution of necessary legal proceedings, loan restructuring, and general business and corporate legal advice and assistance; d. negotiating, preparing, confirming, and consuming a sale of the Debtor's assets, confirmation of a Chapter 11 plan or other means of resolving the issues in the Debtor's case; e. taking other necessary actions incident to the proper preservation and administration of the estate. The firm's hourly rates are as follows: Partners $310 - $425 per hour Associates $250 - $368 per hour Paralegals $185 per hour Clerks $175 per hour May Oberfell Lorber received a pre-bankruptcy retainer in the amount of $8,000. May Oberfell Lorber is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Katherine E. Iskin, Esq. MAY OBERFELL LORBER 4100 Edison Lakes Parkway, Suite 100 Mishawaka, IN 46545 Phone: (574) 243-4100 Email: kiskin@maylorber.com About Cobra Automotive, Inc. Cobra Automotive, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 24-30076) on Jan. 25, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Paul E Singleton presides over the case. Katherine Everett Iskin, Esq. at May Oberfell Lorber represents the Debtor as counsel. CONGREGATION BNAI: Unsecureds Owed $230K to Get 100% of Claims -------------------------------------------------------------- Congregation Bnai Chaim of Murrieta Hot Springs submitted a Disclosure Statement in Support of Debtor's Liquidating Chapter 11 Plan. Established in 1974 Congregation Bnai Chaim of Murrieta Hot Springs, a California nonprofit religious corporation ("Debtor"), opened its synagogue in 1983 at 29500 Via Princesa, Murrieta, California 92563 ("Real Property"). The Debtor served the Conservative branch of Judaism for the community for about 200 families in the area. Operating over the past month as a debtor-in-possession, the Debtor has worked diligently to create a plan of liquidation. Within the bankruptcy case, proposed legal counsel (Till Law Group) has been retained, a meeting of creditors held and concluded in accord with 11 U.S.C. § 341(a), and a Status Conference set for February 6, 2024. The Debtor wishes to liquidate its assets and settle all its affairs pursuant to the terms of this Plan. Administrative and non-tax priority claims will be paid in full, either by the Effective Date or on terms agreed upon with each such individual creditor. Priority tax claims (if any) will be paid in full, either by the Effective Date or on terms agreed upon with each such individual creditor. All other creditor claims will be paid in full, either by the Effective Date or on terms agreed upon with each such individual creditor. Any creditor claims held by insiders of the Debtor will only be repaid after all other claims against the estate are fully treated under this Plan. Below are the unsecured claims with corresponding treatment: * Class 3 Allowed Priority Unsecured Claims. Except to the extent that the holder of such Unsecured Priority Claim agrees to a different treatment, the Debtor will pay Cash on the later of (i) the Effective Date, or (ii) the date the Class 2 Claim holder's claim becomes an Allowed Claim in the amount of such Allowed Claim. Class 3 consists of Allowed Priority Unsecured Claims, if any. Class 3 is unimpaired. * Class 4 Allowed General Unsecured Claims total $230,002.33 and will recover 100% of their claims. Holders of Allowed Class 4 Claims will receive their Pro Rata share of all amounts in the Estate after final allowance and/or disallowance of all Class 3 Claims. Each Holder of an Allowed Class 4 Claim is anticipated to be paid in full following the successful liquidation of the Debtor's Real Property and Personal Property. Class 4 is impaired. Payments that are required to be made to Creditors under the Plan shall be made from the amounts in the Estate on the Effective Date, or amounts collected thereafter, including the amounts received from the sale of the real property located at 29500 Via Princesa, Murrieta, California 92563 ("Real Property") and all personal property located on-site ("Personal Property"). On or prior to the Effective Date, pursuant to section 363(b) of the Bankruptcy Code, and utilizing commercially reasonable means, the Debtor shall cause the Real Property to be marketed for sale for a commercially reasonable purchase price. On or prior to the Effective Date, pursuant to section 363(b) of the Bankruptcy Code, and utilizing commercially reasonable means, the Debtor shall cause the Personal Property to be marketed for sale for a commercially reasonable purchase price. On the Effective Date, all religious assets ("Religious Property") shall be equally divided among the leading three remaining Temecula area Jewish organizations: Chabad of Temecula, Temple Beth Sholom, and Congregation Havurim. The Debtor shall take all reasonably necessary actions to transfer its rights to the Religious Property, as applicable, to each of these Jewish organizations. On or after the Effective Date, Debtor shall provide each of these Jewish organizations with any documentation that it deems reasonably necessary to evidence the transfer. Upon (i) the sale of the Real Property and Personal Property, and (ii) Debtor's full and complete satisfaction of its obligations to make Distributions under the Plan, Debtor shall distribute the Remaining Proceeds in equal amounts to each of Chabad of Temecula, Temple Beth Sholom, and Congregation Havurim. Proposed Attorneys for Congregation Bnai Chaim of Murrieta Hot Springs, Debtor and Debtor-in-Possession: James E. Till, Esq. TILL LAW GROUP 120 Newport Center Drive Newport Beach, CA 92660 Tel: (949) 524-4999 E-mail: james.till@till-lawgroup.com A copy of the Disclosure Statement dated Jan. 26, 2024, is available at https://tinyurl.ph/bGRqh from PacerMonitor.com. About Congregation Bnai Chaim Established in 1974, Congregation Bnai Chaim of Murrieta Hot Springs, a California nonprofit religious corporation, opened its synagogue in 1983 at 29500 Via Princesa, Murrieta, California 92563. The Debtor served the Conservative branch of Judaism for the community for about 200 families in the area. Congregation Bnai Chaim of Murrieta Hot Springs filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 23-bk-15822) on Dec. 13, 2023. TILL LAW GROUP is the Debtor's legal counsel. CRESCENT ENERGY: Fitch Affirms 'B+' IDR & Alters Outlook to Pos. ---------------------------------------------------------------- Fitch Ratings has affirmed Crescent Energy Company's and Crescent Energy Finance LLC's (Crescent) Long-Term Issuer Default Ratings (IDRs) at 'B+' and revised their Rating Outlooks to Positive from Stable. Fitch has also affirmed the company's first-lien secured reserve-based loan facility (RBL) at 'BB+'/ 'RR1' and senior unsecured notes at 'BB-'/ 'RR3'. Crescent's rating reflects its multi-basin operational scale, below-average production decline rate, midcycle leverage slightly above 1.0x, improved liquidity profile and conservative hedging program. The rating also considers Crescent's lagging operating netbacks that make it sensitive to falling oil and gas prices. The company maintains a hedging program that can cushion its FCF decline during a downcycle. The Positive Outlook is based on Fitch's expectation of gross debt decrease and production growth. KEY RATING DRIVERS Growth Dominated by M&A: Crescent has grown mainly through acquisitions. In 2023, it increased ownership of the previously non-operated asset in the Eagle Ford area through two transactions with a $850 million total value. The transactions were effectively funded by the unsecured notes, a $146 million equity raise and FCF. Crescent maintained its proforma leverage within 1.5x, and Fitch expects it will materially reduce debt after the transactions are closed. Fitch expects Crescent will achieve a production level of 158 thousand barrels of oil equivalent per day (kboe/d; 61% liquids, 45% oil) in 2024, up from 138 kboe/d in 2022. Fitch expects Crescent will continu production volume growth after 2024 either through acquisitions or acreage development. Consistent Leverage Discipline: Crescent has publicly articulated its strategy targeting leverage of 1.0x with a maximum of 1.5x. Fitch forecasts the company will be within this band through the forecast period, and 1.1x adjusted EBITDA leverage at midcycle. Crescent has historically maintained low leverage with an approximately company calculated 1.2x average dating back to 2013 under its predecessor company. Fitch expects Crescent will have partially repaid debt in 4Q23 and will continue reducing debt in 2024-2025. Fitch will focus on Crescent's EBITDA leverage before dividends paid to non-controlling interests (NCI) because Crescent Energy Finance LLC, the debt issuer, does not suffer from NCI dividend leakage at its level despite the NCI dividends reported by its parent and financials filer, Crescent Energy Company. Improved Availability Under RBL: Crescent increased RBL availability in 2023, which significantly strengthened liquidity. The company reduced RBL debt drawdown to $392 million at Sept. 30, 2023 from $559 million at YE 2022, issued a $150 tack-on bond in 4Q23 primarily to repay RBL, and Fitch expects that it applied part of 4Q23 FCF towards RBL repayment. Fitch expects Crescent's elected RBL commitment of $1.3 billion will be almost fully available in 2024. RBL's borrowing base is $2 billion. Lower Decline Rate Assets: Crescent projects its 2024 decline rate at approximately 20%, below the shale producers' typical rate of above 30%. A considerable share of the company's operations is located in more mature plays, which usually require lower capex due to their older vintage wells. These wells experience lower decline rates than recently developed ones. Low decline assets contribute 40% to Crescent's production. When it comes to shale plays, Crescent estimates that it has 8 to 10 years of low risk inventory life with a two- to three-rig program. The company had healthy proved reserve life of 11 years at YE2022. Positions in Multiple Basins: Crescent's asset base is more diverse than peers of its production size. This reflects a history of targeting risk-adjusted returns with less focus on specific core basins. However, Crescent's production has gradually become more focused on the Eagle Ford area and Rockies, including Uinta and Wyoming conventional assets. Fitch expects Crescent to produce around 55% of 2024 volumes in Eagle Ford and 40% in Rockies, with drilling rigs located in Eagle Ford and Uinta. The company also has assets in Permian, Barnett and small positions in other areas. The company has significantly reduced the share of production coming from non-operated assets in 2023 as it focused on key shale areas. Extensive Hedge Program: Crescent has lower operating netbacks than oil-focused peers due the presence of mid-life assets in its portfolio. This leads to increased sensitivity to oil and gas price downswings. To offset that, Crescent's hedging program is more intense than those of many other comparable upstream companies, particularly with its liquids hedges. Crescent hedged approximately 63% of its 4Q23 oil and gas production, providing relatively strong cash flow visibility. Crescent's hedge program extends into 2025, including hedges on roughly 60% of 2024 oil and 45% of natural gas volumes at Fitch forecast production levels. Downside risk is also reduced by Crescent's flexible dividend policy of 10% of EBITDAX. KKR Relationship: KKR & Co. Inc. (KKR), which owns approximately 15% of Crescent's common shares, has a minimum three-year term "management agreement" in place, whereby among other services KKR provides the executive management team for Crescent. DERIVATION SUMMARY Crescent reported an average production of 157 kboe/d in 3Q23, making Crescent one of the largest by production in the 'B' rating category, although it mainly produces liquids. This in line with higher rated operators such as SM Energy (BB-/Stable; 154 kboe/d), which benefits from the strong economics of its Permian Basin weighted asset base, and Baytex Energy (B+/Positive; 151 kboe/d). Crescent's production is ahead of Callon Petroleum (B+/Positive Watch; 102 kboe/d), MEG Energy (BB-/Stable; 102 kboe/d) and Vermilion Energy (BB-/Stable; 83 kboe/d). Crescent's production has been accumulated in a more agnostic manner to specific basins, and has placed more priority on value. As a result, the company has a less concentrated asset base compared to peers that typically focus on one or two basins. Crescent has a history of low leverage. Fitch believes this will continue, with EBITDA leverage of slightly above 1x. This is close to the typical leverage of its peers. In 3Q23, Crescent generated an unhedged cash netback of $21.7/boe. This falls materially below the peer group of SM, Baytex. Callon, and MEG due to significant presence of more mature assets in Crescent's portfolio. Vermilion's netback was the closest with $25.2/boe. To compensate for higher-cost profile, Crescent hedges more than its peers. KEY ASSUMPTIONS - West Texas Intermediate of $75 per barrel (bbl) in 2024, $65/bbl in 2025, $60/bbl in 2026 and $57/bbl thereafter; - Henry Hub of $3.25 per thousand cubic feet (mcf) in 2024, $3.00/mcf in 2025 and $2.75/mcf thereafter; - Production of 158 kboe/d in 2024 and gradually increasing thereafter; - Capex of $550 million per annum in 2024-2027; - Dividend policy of 10% EBITDAX in effect through the forecast; - $250 million 2026 note prepayment assumed in 2025; - No M&A included in the forecast. RECOVERY ANALYSIS Key Recovery Rating Assumptions The recovery analysis assumes Crescent would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. Fitch assumed a 10% administrative claim. Going-Concern Approach Crescent's GC EBITDA estimate reflects Fitch's view of sustainable post-reorganization EBITDA, upon which Fitch bases the enterprise valuation. Crescent's bankruptcy scenario considers a weakened oil and gas environment, resulting in reduced operational and financial flexibility, which is in line with Fitch's stress case assumptions. Fitch believes the lower price environment leads to a lower capital program and production decline. The $650 million GC EBITDA assumption reflects reduced EBITDA in the latter years of the forecast, when commodity prices start to move towards midcycle conditions. An EV multiple of 3.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x to 7.0x, with an average of 5.0x and a median of 4.5x; Multiples for 'B' category rated comparable companies Baytex Energy Corp. (B+/Positive; 4x), Callon Petroleum Company (B+/Positive Watch; 4x), Northern Oil and Gas, Inc. (B/Positive; 3.5x) and Moss Creek Resources LLC (B/Stable; 3.25x). Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in a sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. In assigning the value for Crescent's assets, Fitch considered Crescent's PV-10 value adjusted for a lower-price environment and a blend of comparable M&A multiples by basin, reflecting Crescent's footprint for production per flowing barrel, value per acre and value per drilling location within Crescent's asset base. The maximum of these two approaches was the going-concern approach with $2.3 billion EV. Fitch assumed the RBL facility debt at 80% of the $1.3 billion current elected amount and $1.7 billion of senior unsecured notes. Under the waterfall allocation, the first lien RBL has an 'RR1' Recovery Rating and is notched up three levels to 'BB+' from the Long-Term IDR. Crescent's senior unsecured notes have a Recovery Rating of 'RR3' and are notched up one level from the Long-Term IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - Capital allocation involving debt reduction or credit-accretive M&A; - Midcycle EBITDA leverage before excluding NCI dividends below 1.5x; - Continued improvement in netbacks towards median peer levels. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration in liquidity including sustained high revolver utilization or large negative FCF; - Midcycle EBITDA leverage before excluding NCI dividends above 2.0x; - Evidence of KKR utilizing its voting position to influence governance in a credit-unfriendly manner. LIQUIDITY AND DEBT STRUCTURE Healthy Liquidity: At Sept. 30, 2023, Crescent did not have any scheduled maturities in 2023-2025. It had $700 million of senior unsecured notes maturing in 2026 and $1 billion senior unsecured notes due 2028. Crescent's RBL facility balance was $392 million; however, Fitch expects that it will reduce by the end of 2023. Letters of credit drawn were $11 million. The RBL had a 1.3 billion elected commitment and a $2 billion borrowing base. This expires in 2027 but has a springing maturity in January 2026 if more than $100 million of 2026 notes are outstanding. Crescent also had $267 million of cash. Its liquidity is supported by Fitch-projected positive FCF in 2024-2027. ISSUER PROFILE Crescent is a public oil and gas company with 3Q23 production of 157 kboe/d (62% liquids). Most of Crescent's production is in the Eagle Ford area, Uinita basin and from the Wyoming conventional assets. The remainder of its production consists of smaller US onshore positions. ESG CONSIDERATIONS Crescent has an ESG Relevance Score of '4' for Governance Structure, as KKR affiliates own all of Crescent's non-economic preferred share class. These shares have enhanced voting rights that provide KKR the ability to appoint the entire board of directors at their discretion. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Crescent Energy Company LT IDR B+ Affirmed B+ Crescent Energy Finance LLC LT IDR B+ Affirmed B+ senior unsecured LT BB- Affirmed RR3 BB- senior secured LT BB+ Affirmed RR1 BB+ CRYPTO CO: Borrows $50K From AJB Capital ---------------------------------------- The Crypto Company disclosed in a Form 8-K filed with the Securities and Exchange Commission that it borrowed funds pursuant to the terms of a Securities Purchase Agreement entered into with AJB Capital Investments, LLC, and issued a Promissory Note in the principal amount of $50,000 to AJB in a private transaction for a purchase price of $42,500, each dated as of Jan. 30, 2024, the funds for which were received on Feb. 1, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $40,000, which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes. The maturity date of the AJB Note is July 30, 2024. The AJB Note bears no interest on the principal except for default interest, if any. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not issue additional debt that is not subordinate to AJB, must comply with the Company's reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company's common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company's failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at 18%, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. The Company provided various representations, warranties, and covenants to AJB in the AJB SPA. The Company's breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. The Company also entered into a Security Agreement with AJB pursuant to which the Company granted to AJB a security interest in substantially all of the Company's assets to secure the Company's obligations under the AJB SPA and AJB Note. About Crypto Company Malibu, Calif.-based The Crypto Company -- https://www.thecryptocompany.com/ -- is engaged in the business of providing consulting services and education for distributed ledger technologies, for the building of technological infrastructure, and enterprise blockchain technology solutions. Crypto Company reported a net loss of $5.66 million in 2022, a net loss of $785,630 in 2021, and a net loss of $2.82 million in 2020. As of March 31, 2023, the Company had $1.38 million in total assets, $5.02 million in total liabilities, and a total stockholders' deficit of $3.64 million. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. The Company has incurred significant losses and experienced negative cash flows since inception. As of Sept. 30, 2023, the Company had cash of $20,435. In addition, the Company's net loss was $3,922,996 for the nine months ended Sept. 30, 2023, and the Company's had a working capital deficit of $5,048,726. As of Sept. 30, 2023, the accumulated deficit amounted to $43,454,431. The Company said that as a result of the Company's history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern. CURO GROUP: Holders Consent to Proposed Indenture Waiver, Amendment ------------------------------------------------------------------- CURO Group Holdings Corp. announced the expiration and results of consent solicitation from all registered holders of the Company's outstanding 7.500% Senior 1.5 Lien Secured Notes due 2028, issued pursuant to the Indenture, dated as of May 15, 2023, among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent. The purpose of the Consent Solicitation was to obtain the consent of the Holders to (a) waive the potential default under the Indenture arising from the Company's potential failure to maintain liquidity equal to or greater than $75,000,000 as of Jan. 31, 2024 and (b) extend the grace period for an interest payment default under the Indenture to 30 days (which would include the existing default that has occurred under Section 7.01(a) of the Indenture as a result of the Company's failure to make the interest payment due under the Indenture on Feb. 1, 2024). The Consent Solicitation was made pursuant to the terms of and subject to the conditions set forth in the Consent Solicitation Statement, dated Feb. 5, 2024. The Consent Solicitation expired at 5:00 p.m., New York City time, on Feb. 7, 2024. As of the Expiration Date and according to information received by Epiq Corporate Restructuring, LLC, the information agent and tabulation agent in connection with the Consent Solicitation, consents to the Proposed Waiver and Amendment had been provided and not validly revoked by Holders of approximately 97% of the aggregate principal amount of the Notes outstanding. Accordingly, the Company obtained the consents required to effect the Proposed Waiver and Amendment under the terms of the Indenture. On Feb. 7, 2024, the Company, the Guarantors and the Trustee executed a supplemental indenture effecting the Proposed Waiver and Amendment. The Supplemental Indenture is effective as to all Holders as of the Consent Effective Time, whether or not a Holder delivered a consent prior to the Expiration Date. About Curo Group Headquartered in Chicago, IL, Curo Group Holdings COrp. is a tech-enabled, omni-channel consumer finance company serving a full spectrum of non-prime, near-prime and prime consumers in portions of the U.S. and Canada. CURO was founded over 25 years ago to meet the growing needs of consumers looking for alternative access to credit. The Company continuously updates its products and technology platform to offer a variety of convenient, accessible financial and loan services. Curo Group reported a net loss of $185.48 million for the year ended Dec. 31, 2022. As of Dec. 31, 2022, the Company had $2.79 billion in total assets, $2.84 billion in total liabilities, and a total stockholders' deficit of $54.13 million. * * * As reported by the TCR on Feb. 8, 2024, S&P Global Ratings lowered its long-term issuer credit rating on Curo Group Holdings Corp. to 'CCC-' from 'CCC+'. The outlook is negative. S&P said the negative outlook reflects its expectation that, over the next six months, Curo could default on its interest payments, execute exchange offers or debt restructurings that S&P would view as distressed, or its liquidity could deteriorate further. Moody's Investors Service downgraded Curo Group Holdings Corp.'s corporate family rating to Caa2 from Caa1, the TCR reported on May 24, 2023. Moody's said the downgrade of Curo's CFR to Caa2 from Caa1 was driven by deterioration in the company's credit profile over the past year following the acquisitions of Heights Finance and First Heritage, two near prime installment businesses, and the sale of its legacy US deep subprime lending business. CURRENT ENERGY: Hires Kutner Brinen Dickey as Counsel ----------------------------------------------------- Current Energy, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen Dickey Riley, P.C. as its attorneys. The firm will provide these services: a. provide the Debtor with legal advice with respect to its powers and duties; b. aid the Debtor in the development of a plan of reorganization under Chapter 11; c. file the necessary petitions, pleadings, reports, and actions which may be required in the continued administration of the Debtor's property under Chapter 11; d. take necessary actions to enjoin and stay until final decree herein continuation of pending proceedings and to enjoin and stay until final decree herein commencement of lien foreclosure proceedings; and e. perform all other legal services for the Debtor which may be necessary. The firm will be paid at these rates: Jeffrey S. Brinen $500 per hour Jenny Fujii $410 per hour Jonathan M. Dickey $350 per hour Keri L. Riley $350 per hour Contract Attorney $350 per hour Paralegal $100 per hour The firm received from the Debtor a retainer in the amount of $6,182.31. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Keri L. Riley, Esq., a partner at Dickey Riley, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Keri L. Riley, Esq. KUTNER BRINEN DICKEY RILEY, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: (303) 832-2910 Email: klr@kutnerlaw.com About Current Energy, LLC 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. DEL MONTE FOODS: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg. ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Del Monte Foods, Inc. including the company's Corporate Family Rating to Caa1 from B2, Probability of Default Rating to Caa1-PD from B2-PD, and existing backed first lien senior secured term loan rating to Caa2 from B3. The asset backed revolving credit facility ("ABL") is not rated. The rating outlook was changed to negative from stable. The rating downgrades reflect weaker than expected operating performance and Moody's expectation for elevated financial leverage and weak liquidity over the next 12-18 months. Debt/EBITDA leverage was 10x (on a Moody's adjusted basis) as of the last twelve month (LTM) period ended October 29, 2023 because of weak earnings and high ABL utilization. Moody's expects financial leverage to increase further to a 11-12x range by the end of fiscal year ended April 2024 because of further earnings deterioration, partially offset by a reduction in the ABL balance. Moody's projects that earnings will partly recover in fiscal 2025, and that further reduction on the ABL balance will drive debt/EBITDA leverage below 10x in fiscal 2025. Elevated inventories nevertheless could create downside profit and margin risk if the company needs to increase promotions to reduce inventory to a more normalized level. Liquidity will remain tight if earnings fail to improve or if proceeds from inventory sales are not used to reduce the ABL balance, in which case a lower borrowing base would decrease availability. Moody's adjusted EBITDA declined more than 50% in the second fiscal quarter ended October 29, 2023 compared to the prior year because of higher costs related to input costs and labor as the company is selling through the higher cost inventory from last fiscal year's production. In addition, volumes unexpectedly turned negative in the quarter. Pricing/mix partially offset the sales decline, but overall sales growth still declined in the quarter. The volume decline reflects industry-wide changes in consumer purchasing habits due to constrained budgets and persistent high grocery costs, even with easing inflation. The decline in volumes also reflects the company's decision to intentionally forgo lower profit margin volume, including certain co-manufacturing business. Del Monte's strategic focus on branded retail could improve margins over time as the portfolio shifts to a higher margin mix, but it could result in lower plant capacity utilization in the near term, negatively impacting margins until costs are reduced. Moody's expects continued earnings pressure for the remainder of fiscal 2024 because of these factors. In fiscal 2025, Moody's expects earnings to improve because of cost reduction initiatives and moderating inflation. Moody's also expects volume losses to stabilize as the company laps this year's declines. However, there is risk that volume pressure persists because of the aforementioned consumer headwinds. Del Monte's weak liquidity reflects a minimal cash balance of $3 million as of October 29, 2023, and high utilization on its $750 million ABL facility expiring in September 2027. As of October 2023, the company had approximately $708 million drawn on the revolver and $24 million of letters of credit outstanding, reducing ABL availability to only $18 million. The borrowing base availability was higher than the $750 million commitment as of October 2023, however ABL availability is based on the lower of the borrowing base and the commitment. Seasonal borrowings typically peak during the first half of the fiscal year as the company builds inventory during its seasonal production cycle ahead of the U.S. holiday season. In August 2023, Del Monte upsized its ABL from $625 million to $750 million through February 2025, at which point the commitment will step back down to $625 million. Moody's projects positive free cash flow in the second half of fiscal 2024 of approximately $100 million due to seasonal cash collection that will be used to reduce the ABL balance. In fiscal 2025, Moody's projects at least $200 million of free cash flow because Del Monte plans to reduce the size of its pack next year by 30-40% and sell down its excess inventory to right size its inventory balance. This will result in a significant inventory reduction related cash inflow in fiscal 2025 that will support further reduction of the ABL balance. Liquidity will remain tight if earnings fail to improve or if proceeds from inventory sales are not used to reduce the ABL balance, in which case a lower borrowing base would decrease availability. Additionally, the borrowing base advance rates are lower outside of the seasonal advance period (Aug 1-Jan 31), decreasing borrowing base availability during this period. If earnings fail to improve over the next 12-18 months, the company's earnings may not sufficiently cover its fixed charges, including the $7.25 million of required annual term loan amortization. Del Monte is likely to seek liquidity support for working capital from its parent as it historically has, but the ability to do so, amount, and terms of support remain uncertain. The ABL facility contains a financial maintenance covenant, which is a springing 1.0x minimum fixed charge covenant if availability falls below the greater of 12.5% of the borrowing base or $93 million (stepping down to $78 million in February 2025). The company amended the ABL in August 2023 to temporarily stop testing the covenant for the period July 31, 2023 through October 31, 2023. Moody's expects the covenant to be triggered over the next 12 months and that there is a risk of breach given less than 10% of projected cushion over this period. A highly adjusted credit agreement EBITDA calculation may provide some cushion within the covenant. RATINGS RATIONALE Del Monte's Caa1 CFR reflects the company's high leverage, weak liquidity, relatively volatile free cash flow from inventory swings, and weak long-term category fundamentals in U.S. canned fruit and vegetables. Debt/EBITDA leverage is 10x (on a Moody's adjusted basis) as of the LTM period ended October 29, 2023 because of weak earnings and high ABL utilization. Liquidity is tight because of a large inventory balance and weaker than anticipated consumer demand. Moody's projects financial leverage to decline over the next 18 months primarily because of Del Monte's plan to reduce its inventory and reduce the ABL balance. Deleveraging will also be supported by cost reduction initiatives and projected stabilization of volume declines in fiscal 2025. However, there is risk that volume pressure persists if consumers continue to change purchasing habits to mitigate the effect of high grocery prices. Increased promotions may be necessary to reduce the very high inventory and this could pressure profits and margins into 2025. The company's ratings are supported by the strength of the Del Monte™ brand, which holds leading shares in core shelf stable fruits and vegetables, and good execution on recent restructuring and strategy initiatives that have reduced the cost structure and expanded distribution into new channels. The ratings are also supported by a history of significant liquidity support provided by the parent company, Del Monte Pacific Ltd ("DMPL"). Moody's expects such support will continue in periods of earnings weakness. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects execution risk related to Del Monte's ability to stabilize volumes and reduce costs over the next 12-18 months. There is also risk related to maintaining sufficient liquidity given a nearly fully drawn revolver, highly seasonal cash needs and a challenging demand landscape. A rating upgrade could occur if Del Monte is to able to improve operating performance including generating positive organic revenue growth and a higher EBITDA margin with good execution of cost savings initiatives. Del Monte would also need to improve liquidity including higher ABL availability and positive free cash flow, and meaningfully reduce leverage. A rating downgrade could occur if Del Monte faces setbacks related to cost savings initiatives or continues to experience top line pressure. A downgrade could also occur if liquidity or free cash flow deteriorate. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. COMPANY PROFILE Del Monte Foods, Inc., headquartered in Walnut Creek, California, is a manufacturer and marketer of branded and private label food products, primarily in the United States. Its brands include Del Monte(TM) in shelf stable fruits, vegetables and tomatoes; Contadina(TM) in tomato-based products; College Inn(TM) and Kitchen Basics(TM) in broth and stock products; and S&W(TM) in shelf stable fruit, vegetable and tomato products. The company generated sales of $1.8 billion during the LTM period ended October 29, 2023. Del Monte Foods, Inc. is a wholly owned subsidiary of Del Monte Foods Holdings Limited, which is in turn approximately 94% owned by DMPL. DMPL is publicly traded on the Philippine and Singapore stock exchanges. DMPL is 71%-owned by NutriAsia Pacific Ltd and Bluebell Group Holdings Limited, which are beneficially-owned by the Campos family of the Philippines. Public investors and Lee Pineapple Group (a pineapple supplier in Malaysia) hold the remaining 29% stake. DIOCESE OF OGDENSBURG: Plan Exclusivity Period Extended to June 11 ------------------------------------------------------------------ Judge Patrick G. Radel of the U.S. Bankruptcy Court for the Northern District of New York extended The Roman Catholic Diocese of Ogdensburg, New York's exclusivity periods to file a plan and to obtain acceptance thereof to June 11, 2024 and August 10, 2024, respectively. Counsel for the Debtor: Charles J. Sullivan, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (518) 533-3000 Email: csullivan@bsk.com About Roman Catholic Diocese of Ogdensburg The Diocese of Ogdensburg is a Latin Church ecclesiastical territory, or diocese, of the Catholic Church in the North Country region of New York State in the United States. It is a suffragan diocese in the ecclesiastical province of the Archdiocese of New York. Its cathedral is St. Mary's in Ogdensburg. The Diocese of Ogdensburg was founded on February 16, 1872. It comprises the entirety of Clinton, Essex, Franklin, Jefferson, Lewis and St. Lawrence counties and the northern portions of Hamilton and Herkimer counties. The current bishop is Terry Ronald LaValley. On July 17, 2023, the Roman Catholic Diocese of Ogdensburg sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60507), with $10 million and $50 million in both assets and liabilities. Mark Mashaw, diocesan fiscal officer, signed the petition. Judge Patrick G. Radel oversees the case. Bond, Schoeneck & King, PLLC is the Diocese's bankruptcy counsel. Stretto, Inc., is the claims agent and administrative advisor. DIVERSIFIED PANELS: Hires James R. Calandra of Capstone as CRO -------------------------------------------------------------- Diversified Panels Systems, Inc. seeks approval from U.S. Bankruptcy Court for the Central District of California to employ Capstone Partners as its financial advisor and designate James R. Calandra, Jr. as its chief restructuring officer. The provisional services Calandra Capstone are to render include: a) customary chief restructuring officer duties; b) accounting and financial diligence; c) preparation & maintenance of cash budget; d) compilation of financial statements; e) Chapter 11 compliance -- Monthly Operating Reports, etc.; f) sell-side transaction advisory services -- financial data book, etc.; g) sell-side distressed M&A Advisory Services -- Sec. 363 Sale Process; and h) insolvency advisory -- Plan of Reorganization. The Debtor proposes to pay Mr. Calandra and Capstone a fixed fee of $350,000. Mr. Calandra, managing director at Capstone, assured the court that his firm is disinterested and has no adverse interest in the estate. The firm can be reached through: James R. Calandra, Jr. Capstone Partners One Galleria Tower 13355 Noel Road, Ste 1600 Dallas, TX 75240 Phone: (617) 619-3395 Email: jcalandra@capstonepartners.com About Diversified Panels Systems Diversified Panels manufacturers expanded polystyrene (EPS) insulated metal panels, focusing specifically on cold storage and agricultural facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11112) on Nov. 22, 2023, with $12,533,166 in assets and $26,114,847 in liabilities. Richard Charles Bell, chief executive officer, chief financial officer and secretary, signed the petition. Judge Ronald A. Clifford, III oversees the case. The Debtor tapped William E. Winfield, Esq., at Nelson Comis Kettle & Kinney, LLP as legal counsel and Capstone Partners as financial advisor. James Calandra, Jr. of Capstone serves as the Debtor's chief restructuring officer. EBIX INC: Appointment of Equity Committee Sought ------------------------------------------------ A group of shareholders of Ebix, Inc. is seeking the appointment of an official committee that will represent shareholders in the company's Chapter 11 case. Robert Stark, Esq., attorney for Sara Konstantine and three other shareholders, argued that Ebix is "likely solvent" as shown in the restructuring support agreement, which the company entered into with holders of at least two-thirds of its outstanding secured debt. "[The RSA] reflects the expectation that there is sufficient estate value to pay off all debt in full, and for residual value to be available to stockholders," Mr. Stark said in a motion filed with the U.S. Bankruptcy Court for the Northern District of Texas. Mr. Stark cited Section 5.03 of the RSA, which provides that, under the to-be-filed plan of reorganization, the existing common interests of Ebix will be reinstated and will not otherwise be affected by restructuring transactions. The RSA was filed with the court in December last year, along with the declaration of Amit Garg, chief financial officer of Ebix, in support of the company's Chapter 11 petition. Mr. Stark also argued that the stock market "continues to evaluate Ebix as a solvent business enterprise." On Feb. 6, Ebix stock traded north of $2 per share, yielding a market capitalization exceeding $78 million. A price exceeding $2 per share (and $78 million aggregate capitalization) is far outside "option value" pricing, reflecting continued market sentiment that Ebix is solvent, according to Mr. Stark. The motion is on the court's calendar for Feb. 20. The shareholders are represented by: Robert J. Stark, Esq. Bennett S. Silverberg, Esq. Alexander F. Kasnetz, Esq. Brown Rudnick, LLP Seven Times Square New York, NY 10036 Phone: (212) 209-4800 Email: rstark@brownrudnick.com bsilverberg@brownrudnick.com akasnetz@brownrudnick.com -- and -- Tristan G. Axelrod, Esq. Brown Rudnick, LLP One Financial Center Boston, MA 02111 Phone: (617) 856-8200 Email: taxelrod@brownrudnick.com -- and -- Keith M. Aurzada, Esq. Omar J. Alaniz, Esq. Jay L. Krystinik, Esq. Brown Rudnick, LLP 2850 N. Harwood St., Suite 1500 Dallas, TX 75201 Phone: (469) 680-4200 Email: kaurzada@reedsmith.com oalaniz@reedsmith.com jkrystinik@reedsmith.com About Ebix Inc. Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta, Ga., and it supplies software and electronic commerce solutions to the insurance industry. With approximately 200 offices across six continents, Ebix, (NASDAQ: EBIX) endeavors to provide on-demand infrastructure exchanges to the insurance, financial services, travel and healthcare industries. Ebix and its affiliates filed Chapter 11 petitions (Bankr. N.D. Texas Lead Case No. 23-80004) on Dec. 17, 2023. At the time of the filing, Ebix reported between $500 million and $1 billion in both assets and liabilities. Judge Scott W. Everett oversees the cases. The Debtors tapped Sidley Austin, LLP as bankruptcy counsel; Alixpartners, LLP as financial advisor; and Jefferies, LLC as investment banker. Omni Agent Solutions, Inc. is the claims agent. EDUCATION STATION: Taps Demarco Mitchell as Bankruptcy Counsel -------------------------------------------------------------- Education Station, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Demarco Mitchell, PLLC, as counsel. The firm will provide these services: a. take all necessary action to protect and preserve the Estate, including the prosecution of actions on its behalf, the defense of any actions commenced against it, negotiations concerning all litigation in which it is involved, and objecting to claims; b. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the estate; c. formulate, negotiate, and propose a plan of reorganization; and d. perform all other necessary legal services in connection with these proceedings. The firm will be paid at these rates: Robert T. DeMarco $400 per hour Michael S. Mitchell $300 per hour Barbara Drake, Paralegal $125 per hour The firm will be paid a retainer in the amount of $11,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert T. DeMarco, a partner at Demarco Mitchell, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DEMARCO MITCHELL, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 Tel: (972) 578-1400 Fax: (972) 346-6791 Email: robert@demarcomitchell.com Email: mike@demarcomitchell.com About Education Station, LLC Education Station, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-42499) on Dec. 29, 2023, listing $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Gary Richey as general manager and director. Judge Brenda T Rhoades presides over the case. Robert T. DeMarco, Esq. at DEMARCO MITCHELL, PLLC represents the Debtor as counsel. ELITE KIDS: Deadline to Confirm Plan Extended to May 2 ------------------------------------------------------ Judge Elizabeth S. Stong has entered an order that the time to confirm a Chapter 11 Small Business Disclosure Statement together with a Chapter 11 Small Business Chapter 11 Plan of Elite Kids Services, Inc. will be extended though and including May 2, 2024. Elite Kids Services, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement describing Plan of Reorganization dated August 21, 2023. The Debtor is a childcare provider, which suffered severely during the Covid-19 pandemic. In order to reorganize its debts and allow for feasible debt repayment terms, the Debtor sought Chapter 11 bankruptcy protection. Upon the confirmation of the Plan, the Debtor shall continue to operate as a dental laboratory, and pay the claims from continued operating income. The Plan will be financed from continuing operating income, reorganized business operations of the Debtor, as well as from funds accumulated in the Debtor's in Possession accounts. Class II consists of general unsecured claims totaling $1,006,086.00: * Consolidated Edison Company of New York Inc. in the amount of $6,069.07 shall receive 3% ($182.07) dividend to be payable by equal monthly installments in the amount of $7.7 within 24 months commencing on the effective date. * M.M. Infant under age 14 and Olia Royzman in the amount of $1,000,000.00 shall receive 3% ($30,000.00) dividend to be payable by equal monthly installments in the amount of $1,250.00 within 24 months commencing on the effective date. * New York State Department of Taxation & Finance in the amount of $17.04 shall receive 3% ($0.5) dividend to be payable on the effective date. Class III consists of Equity interest holders. Oleg Kiselyov, the equity interest holder, shall retain his interest in the Debtor following Confirmation, in consideration of a new value contribution, being made by them as the equity holders, toward the payment of general unsecured creditor claims. Oleg Kiselyov will contribute funds in installments over the life of the plan, on as needed basis, representing the principal's new value contribution. The Plan will be financed from continuing operating income, reorganized business operations of the Debtor, as well as from funds accumulated in the Debtor in Possession accounts. A full-text copy of the Disclosure Statement dated August 21, 2023 is available at https://urlcurt.com/u?l=ImilGp from PacerMonitor.com at no charge. Attorney for Debtor: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 E-mail: alla@kachanlaw.com 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. ENCO PROPERTIES: Hires Seeks to Hire James K. Jopling as Attorney ----------------------------------------------------------------- Enco Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ James "Jim" K. Jopling, Attorney At Law as its counsel. The Debtor also requests to have Jim Jopling associate with E.P. "Bud" Kirk, with whom Mr. Jopling will collaborate on this case. The counsel will render these services: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession and the continued operation of its business and management of its properties; b. review the various contracts heretofore entered by the Debtor and to determine which contracts should be rejected and assumed; c. prepare on behalf of the Debtor necessary schedules, statements, applications, and answers, orders, reports, and other legal documents required for reorganization; d. assist the Debtor in formulation and negotiation of a Plan with its creditors in these proceedings; e. review all presently pending litigation in which the Debtor is a participant, to recommend settlement of such litigation which the attorney deems to be in the best interest of the estate, and to make an appearance as lead trial counsel in all litigation which the attorney believes should be continued, if needed; f. review the transactions of the Debtor prior to the filing of the Chapter 11 proceedings to determine what further litigation, if any, pursuant to the Bankruptcy Code, or otherwise, should be filed on behalf of the estate; g. examine all tax claims filed against the Debtor, to contest any excessive amounts claimed therein, and to structure a payment of the allowed taxes which conforms to the Bankruptcy Code and Rules; and h. perform all other legal services of the Debtor, as debtor-in-possession, which may be necessary. Mr. Kirk is to be compensated at the rate of $125 per hour for himself. Mr. Jopling is to be compensated at the rate of $200 per hour on services in which he is assisted by Mr. Kirk, and $275 per hour for services in which he is not assisted by Mr. Kirk. The firm received a retainer in the amount of $11,738, inclusive of filing fee. Mr. Jopling assured the court that he is a "disinterested" person within the meaning of 11 U.S.C. 101(14). The counsel can be reached at: James "Jim" K. Jopling, Esq. Attorney at Law 521 Texas Avenue, Suite 102 El Paso, TX 79901 Phone: (915) 541-6099 Email: jim@joplinglaw.com - and - E.P. "Bud" Kirk, Esq. 332 Serrania Dr El Paso, TX 79932 Phone: (915) 584-3773 Email: budkirk@aol.com About Enco Properties, LLC ENCO Properties, LLC is primarily engaged in renting and leasing real estate properties. ENCO Properties, LLC filed its volutary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-31399) on Dec 29, 2023, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Nora I. Herrera as manager. James Jopling, Esq. at JIM JOPLING, ATTORNEY AT LAW represents the Debtor as counsel. ENTXAR ELLOPROP: Hires Law Office of David T. Cain as Counsel ------------------------------------------------------------- Entxar Elloprop LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Office of David T. Cain, as its legal counsel. The firm's services include: (a) advising the Debtor as to its rights, duties and powers; (b) preparing and filing any statements, schedules, plans and other documents; (c) representing the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in its Chapter 11 case; and (d) providing other necessary legal services. The firm will be paid an hourly fee of $300. David Cain, Esq., disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David T. Cain, Esq. LAW OFFICE OF DAVID T. CAIN 8626 Tesoro Dr., Ste. 811 San Antonio, TX 78217 Tel: (210) 308-0388 Fax: (210) 503-5033 Email: caindt@swbell.net About Entxar Elloprop LLC Entxar Elloprop LLC filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51806) on Dec. 29, 2023, listing $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. David T. Cain, Esq. at the the Law Office of David T. Cain represents the Debtor as counsel. EQUALTOX LLC: Seeks to Hire Raines Feldman Littrell as Counsel -------------------------------------------------------------- Equaltox, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Raines Feldman Littrell LLP as its general bankruptcy counsel. The firm will render these legal services: 1. advise the Debtor with respect to the requirements and provisions of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee Guidelines, and other applicable requirements that may affect the Debtor; 2. assist the Debtor in preparing and filing its schedules and statement of financial affairs, complying with and fulfilling U.S. Trustee requirements, and preparing other documents as may be required after the initial filing of a chapter 11 case; 3. assist the Debtor in the preparation of a disclosure statement and formulation of a chapter 11 plan of reorganization; 4. advise the Debtor concerning the rights and remedies of the estate and the Debtor in regard to adversary proceedings that may be removed to, or initiated in, the Bankruptcy Court; and 5. represent the Debtor in any proceeding or hearing in the Bankruptcy Court in any action where the rights of the estate or the Debtor may be litigated or affected. The firm will undertake representation of the Debtor at an hourly rate of between $425 and $695, depending on the experience and expertise of the attorney or paralegal performing the work. In addition, the firm will seek reimbursement for expenses incurred. Robert Marticello, Esq., a partner at Raines Feldman, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert S. Marticello, Esq. RAINES FELDMAN LLP 1350 Avenue of the Americas, 22nd Floor New York, NY 10019 Telephone: (917) 790-7100 Email: rmarticello@raineslaw.com About Equaltox, LLC Equaltox, LLC is a full service reference laboratory that can provide almost any type of blood testing. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 8:23-bk-12243) on October 27, 2023. In the petition signed by Sulaiman Masood, member and manager, the Debtor disclosed up to $10 million in both assets and liabilities. Robert S. Marticello, Esq., at Smiley Wang-Ekvall, LLP, represents the Debtor as legal counsel. ERCOLE USA: Seeks to Tap Julianne Frank as Bankruptcy Counsel ------------------------------------------------------------- Ercole USA LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Julianne Frank, PA to handle its Chapter 11 case. Julianne Frank received a retainer in the amount of $20,000 from the Debtor. Ms. Frank disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Julianne Frank, Esq. JULIANNE FRANK, PA 4495 Military Trail, Suite 107 Jupiter, FL 33458 Telephone: (561) 389-8660 Email: julianne@jrfesq.com About Ercole USA LLC Ercole USA LLC d/b/a FBS Fortified and Ballistic Security and Custom Security Doors offers security doors and windows. Ercole USA LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-10853) on Jan. 30, 2024. In the petition signed by David Vranicar as managing director, the Debtor estimated $92,428 in assets and $1,513,380 in liabilities. Judge Mindy A Mora presides over the case. Julianne Frank, Esq. at JULIANNE FRANK, ATTY AT LAW represents the Debtor as counsel. ETHEMA HEALTH: Inks $1MM Revolving Loan Agreement With Testing 123 ------------------------------------------------------------------ Ethema Health Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 1, 2024, the Company, American Treatment Holdings Inc, and Evernia Health Center LLC, collective as Borrower, entered into a revolving line of credit agreement with Testing 123, LLC. The term of the Agreement is two years and the maximum amount that may be drawn down is $1,000,000.00. A full-text copy of the Revolving Line of Credit Agreement is available for free at: https://www.sec.gov/Archives/edgar/data/792935/000190359624000061/ex10_01.htm About Ethema Health Headquartered in West Palm Beach, Florida, Ethema Health Corporation -- http://www.ethemahealth.com-- operates in the behavioral healthcare space specifically in the treatment of substance use disorders. At September 30, 2023, Ethema had a working capital deficiency of $6.9 million, and total liabilities in excess of assets in the amount of $5.5 million. Management believes that current available resources will not be sufficient to fund the Company's planned expenditures over the next 12 months, according to the Company's Quarterly Report for the three months ended Sept. 30, 2023. These factors, individually and collectively, indicate that a material uncertainty exists that raises substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of the condensed interim consolidated financial statements. EVE FINANCIAL: Seeks Cash Collateral Access ------------------------------------------- Eve Financial, Inc. asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to use cash collateral and provide adequate protection. The Debtor must have access to alleged cash collateral that is the property of its non-debtor subsidiary, EFCCB1 and the alleged collateral of Encina Lender Finance, LLC. The Debtor’s capital structure includes a Structured Financing Facility, which utilizes two bankruptcy remote special purpose entities: (i) EFCCB1, a Delaware statutory trust; and (ii) EFCCH1, a Delaware statutory trust. EFCCB1 and EFCCH1 are wholly owned subsidiaries of the Debtor. EFCCB1 is the borrower under a Credit Agreement dated August 12, 2022, pursuant to which entities related to Encina Lender Finance, LLC, which includes receivables, the proceeds thereof and cash collateral. Among other things, EFCCB1 executed an account control agreement in favor of Encina over certain bank accounts at UMB Bank, N.A. that were in the name of EFCCB1. Encina asserts it has a properly executed and enforceable deposit account control agreement over EFCCB1’s account ending in x0492. In addition to the Structured Financing Accounts, the property of EFCCB1 (and Encina's Collateral) also resides in an account currently in the name of Debtor at First Pryority Bank, with account number ending x0476. The Debtor has conducted a UCC lien search with the following results: a. Eve Financial, Inc. -- no results returned; b. EFCCH1 -- 08/17/2022 UCC filing (2022 6890693) with EFCCB1 and Encina (as collateral agent) as the secured parties; and c. EFCCB1 -- 08/17/2022 UCC Filing (2022 6891196) with Encina (as collateral agent) as the secured party. As adequate protection for the use of cash collateral, Encina will be granted valid, binding, enforceable and perfected senior security interests in and liens upon all property of the Debtor and its estate. To the extent of the Debtor’s use cash collateral and to the extent of any diminution in value of Encina's interest in the Prepetition Collateral, Encina will be granted an allowed superpriority administrative expense claim against the Debtor as provided under the Bankruptcy Code. The Debtor's right to use Encina's Collateral and cash collateral pursuant to any order on the Motion will terminate on the earlier to occur of any of the following: (i) March 11, 2024, unless the Interim Order is renewed or extended by the Court after notice and hearing (and with Encina consent) or entry of the Final Order, (ii) the date the Interim Order ceases to be in full force and effect for any reason to the extent the Final Order has not been entered at such time, (iii) failure of the Debtor to abide by the terms, covenants, and conditions of the Interim Order or Final Order or Budget, (iv) the use of cash collateral for any purpose not authorized by Interim Order, Final Order or Budget; (v) the dismissal of the Chapter 11 case of the Debtor, the conversion of the Chapter 11 case of the Debtor to a case under Chapter 7 of the Bankruptcy Code, or the appointment in the Chapter 11 case of the Debtor of a trustee or examiner; or (vi) an order of the court is entered reversing, staying, vacating, or otherwise modifying the terms of any Interim Order or Final Order that, in any case, is not acceptable to Encina. A copy of the motion is available at https://urlcurt.com/u?l=kJ7KYV from PacerMonitor.com. About Eve Financial Eve Financial, Inc. is a financial service company that helps companies and consumers receive financing to pay for services. It is based in American Fork, Utah. Eve Financial filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-43335) on Nov. 1, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Mark X. Mullin oversees the case. Charlie Shelton, Esq., at Hayward, PLLC represents the Debtor as legal counsel. EVENTIDE CREDIT: Hires Holland & Knight LLP as Special Counsel -------------------------------------------------------------- Eventide Credit Acquisitions, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Holland & Knight LLP as special counsel. The firm's services include assisting the Debtor with any discovery, attending and arguing at any hearing on the objection, and any other necessary legal services relating to the Debtor's objections to creditor's claims. The firm will be paid a flat fee in the amount of $150,000. Steven D. Gordon, a partner at Holland & Knight LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven D. Gordon, Esq. HOLLAND & KNIGHT LLP 800 17th Street N.W., Suite 1100 Washington, DC 20006 Tel: (202) 955-3000 Fax: (202) 955-2264 About Eventide Credit Acquisitions Eventide Credit Acquisitions, LLC, a Dallas-based company, filed voluntary Chapter 11 petition (Bankr. N.D. Tex. Lead Case No. 23-90007) on Sept. 6, 2023. On October 9, 3023, its affiliate, BWH Texas LLC, filed its voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code. In the petition signed by Matt Martorello, manager, Eventide Credit disclosed up to $100 million in both assets and liabilities. Judge Mark X. Mullin oversees the cases. The Debtors tapped Forshey Prostok as bankruptcy counsel and Donlin, Recano & Company, Inc. as notice, claims and balloting agent. EXIGENT LANDSCAPING: Asks Court to Approve Bid Rules ---------------------------------------------------- Exigent Landscaping, LLC asked the U.S. Bankruptcy Court for the Eastern District of Michigan to approve the bid procedures for the sale of its assets. The company is selling substantially all of its assets to Amanda Pisarski or to another buyer with a better offer. Ms. Pisarski, the spouse of Exigent Landscaping's principal, offered to buy the assets for $35,000 and assume certain liabilities of the company. Under the bid procedures, the deadline for interested buyers to place their bids on the assets is on Feb. 21, at 5:00 p.m. (Eastern Time). Each bid must be accompanied by a cash deposit, which is at least 10% of the purchase price to be paid. The minimum bid must be at least $40,000, plus the assumed liabilities. Any further overbids will be in increments of $5,000. An auction will be held on March 1, at 12:00 p.m. (Eastern Time) if the company receives offers by the bid deadline. "The bidding procedures provide [Exigent Landscaping] with the opportunity to consider all competing offers and to select, in its reasonable business judgment, the highest or otherwise best offer for the assets," Ernest Hassan, III, Esq., the company's attorney, said in a motion filed in court. The motion is on the court's calendar for Feb. 28. Objections are due by Feb. 21. About Exigent Landscaping Exigent Landscaping, LLC is a full-service design and build outdoor construction company specializing 3D designs, pools, hardscaping, landscaping, patios, pergolas, and outdoor kitchens. The company is based in Shelby Township, Mich., and conducts business under the name Exigent Design and Build. Exigent Landscaping filed Chapter 11 petition (Bankr. E.D. Mich. Case No. 23-46912) on Aug. 7, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Mark Shapiro of Steinberg, Shapiro & Clark serves as Subchapter V trustee. Judge Thomas J. Tucker oversees the case. Ernest M. Hassan, III, Esq., at Stevenson & Bullock, P.L.C. represents the Debtor as legal counsel. FARADAY FUTURE: All Five Proposals Passed at Special Meeting ------------------------------------------------------------ Faraday Future Intelligent Electric Inc disclosed in a Form 8-K filed with the Securities and Exchange Commission that it convened the Special Meeting on Feb. 5, 2024, during which the Company's stockholders: (1) approved an amendment to the Charter, to increase the number of authorized shares of Common Stock from 154,437,500 to 1,389,937,500, increasing the total number of authorized shares of Common Stock and preferred stock from 164,437,500 to 1,399,937,500; (2) approved an amendment to the Charter to effect a reverse stock split of the Common Stock by a ratio of 1-for-3, with such action to be effected at such time and date, if at all, as determined by the Board of Directors of the Company within one year after the conclusion of the Special Meeting and a corresponding reduction in the total number of shares of Common Stock the Company is authorized to issue; (3) approved, as is required by the applicable rules and regulations of The Nasdaq Stock Market LLC, transactions involving unsecured convertible senior promissory notes and a common stock purchase warrant of the Company issued pursuant to the Securities Purchase Agreement, dated Aug. 4, 2023, by and between, the Company and Streeterville Capital, LLC, including the issuance of any shares in excess of 19.99% of the issued and outstanding shares of the Company's Class A Common Stock, par value $0.0001 per share, in respect of such notes and warrants; and (4) approved, as is required by the applicable rules and regulations of Nasdaq, a new program pursuant to which selected employees of the Company may elect, or have elected, to have a portion of their base salary (on an after-tax basis) be used to purchase Common Stock on each payroll date over a three-month period at the then-current volume weighted average trading price of the Class A Common Stock by entering into a Salary Deduction and Share Purchase Agreement with the Company; and (5) aproved the adjournments of the Special Meeting by the Company to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes were not represented at the Special Meeting to approve the Proposals. On Feb. 5, 2024, prior to the Company's filing of the Certificate of Amendment with the office of the Secretary of State of the State of Delaware, the Company filed a Certificate of Elimination with the office of the Secretary of State of the State of Delaware with respect to the Company's Series A Preferred Stock, par value $0.0001 per share, following the automatic redemption of all outstanding shares of Series A Preferred Stock after the conclusion of the Special Meeting. The Certificate of Elimination (i) eliminated the previous designation of one share of Series A Preferred Stock from the Charter, which was not outstanding at the time of filing, and (ii) caused such share of Series A Preferred Stock to resume its status as an authorized but unissued and non-designated share of preferred stock. About Faraday Future Los Angeles, CA-based Faraday Future (NASDAQ: FFIE) -- http://www.ff.com-- designs and engineers next-generation intelligent, connected, electric vehicles. FF intends to start manufacturing vehicles at its production facility in Hanford, California, with additional future production capacity needs addressed through a contract manufacturing partner in South Korea. FF is also exploring other potential contract manufacturing options in addition to the contract manufacturer in South Korea. The Company has additional engineering, sales, and operational capabilities in China and is exploring opportunities for potential manufacturing capabilities in China through a joint venture or other arrangement. Faraday Future reported a net loss of $552.07 million for the year ended Dec. 31, 2022, a net loss of $516.50 million for the year ended Dec. 31, 2021, compared to a net loss of $147.08 million for the year ended Dec. 31, 2020. New York, NY-based Mazars USA LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 9, 2023, citing that the Company has incurred operating losses since inception, has continued cash outflows from operating activities, and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. The Company stated in its Quarterly Report for the period ended Sept. 30, 2023, that based on its recurring losses from operations since inception and continued cash outflows from operating activities, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these Condensed Consolidated Financial Statements were issued. FARM LLC: Files for Subchapter V Bankruptcy ------------------------------------------- The Farm LLC filed for chapter 11 protection in the Middle District of Florida. According to court filing, the Debtor reports $4,393,655 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for February 4, 2024, at 1:00 PM at UST-LA3, TELEPHONIC MEETING. CONFERENCE LINE:877-801-2055, PARTICIPANT CODE:8940738#. About The Farm LLC The Farm LLC offers luxury estate vacation. The Farm LLC, doing business as Curated American Getaways LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00362) on January 26, 2024. In the petition filed by Katie Martin Loane, as CFO, the Debtor reports total assets of $624,659 and total liabilities amounting to $4,393,655. The Honorable Bankruptcy Judge Lori V. Vaughan handles the case. The Debtor is represented by: Jeffrey Ainsworth, Esq. BransonLaw PLLC 601 Sycamore Street Unit 6106 Kissimmee, FL 34747 Tel: 407-894-6834 E-mail: jeff@bransonlaw.com FRANCISCAN FRIARS: Hires Donlin Recano as Administrative Advisor ---------------------------------------------------------------- Franciscan Friars of California, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Donlin, Recano & Company, Inc. as administrative advisor. The firm's services include: (a) solicit any plan(s) of reorganization for the Debtor; (b) prepare, serve, and tabulate ballots for any plan(s) of reorganization for the Debtor; (c) create and maintain confidential online workspaces or data rooms (to the extent any are needed); and (d) perform any other services agreed upon by DRC and the Debtor or otherwise required by applicable law, governmental regulations or court rules or orders. The firm will be paid at these rates: Senior Bankruptcy Consultant $185 to $225 per hour Case Manager $170 to $185 per hour Consultant/Analyst $140 to $165 per hour Technology/Programming Consultant $95 to $135 per hour Clerical $40 to $50 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in the court filing, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lisa C. Terry Donlin, Recano & Company, Inc. 48 Wall Street New York, NY 10016 Telephone: (619) 346-1628 About Franciscan Friars of California, Inc. The Debtor is a tax-exempt religious organization. The Debtor was formed to provide religious, charitable, and educational acts, ministry, and service to the poor. Franciscan Friars of California, Inc. in Oakland, CA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41723) on December 31, 2023, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Gaa, OFM, president of the Debtor, signed the petition. Judge William J Lafferty oversees the case. BINDER & MALTER, LLP serve as the Debtor's legal counsel. FREE REIN: Files Notice of Intention to Make BIA Proposal --------------------------------------------------------- Invico Income Limited Partnership, the secured creditor of Free Rein Resources Ltd. sought and obtained an initial order ("Initial Order") and an amended and restated initial order ("ARIO") from the Court of King's Bench of Alberta ("Court") under the Companies' Creditors Arrangement Act, as amended ("CCAA"). The ARIO provides, among other things, an initial stay of proceedings until Jan. 31, 2024 ("Stay Period") which may be extended from time to time. Pursuant to the Initial Order, FTI was appointed as monitor ("Monitor") of the Company. On June 12, 2023, Free Rein filed a Notice of Intention to Make a Proposal ("NOI") pursuant to section 50.4(1) of the Bankruptcy and Insolvency Act. FTI Consulting Canada Inc. ("FTI") was appointed as the Trustee in this matter. A copy of the Initial Order, the ARIO and materials filed in the CCAA proceedings may be obtained from the Monitor's website http://cfcanada.fticonsulting.com/freerein. A list of known creditors of Free Rein as at the date of the Initial Order has been prepared and is posted on the Monitor's website at http://cfcanada.fticonsulting.com/freereinunder "Other Documents & Notices". If you have any questions regarding the foregoing or require further information, please consult the Monitor's Website at http://cfcanada.fticonsulting.com/freereinor by contacting the Monitor at: Tel: 1-403-454-6041, Email: Hailey.Liu@FTIConsulting.com or Brandi.Swift@FTIConsulting.com. Monitor can be reached at: FTI Consulting Canada Inc. Attn: Dustin Olver Deryck Helkaa Brett Wilson 1610, 520 - 5 Avenue SW Calgary, AB T2P 3R7 Email: dustin.olver@fticonsulting.com deryck.helkaa@fticonsulting.com brett.wilson@fticonsulting.com Counsel to Free Rein Resources Ltd.: Burnet, Duckworth & Palmer LLP Attn: David LeGeyt Ryan Algar 2400, 525 - 8 Avenue SW Calgary, AB T2P 1G1 Email: dlegeyt@bdplaw.com ralgar@bdplaw.com Counsel to FTI Consulting Canada Inc.: Cassels Brock & Blackwell LLP Attn: Jeffrey Oliver Danielle Marechal Suite 3810, 888 3 St SW Calgary, AB T2P 5C5 Email: JOliver@cassels.com Dmarechal@cassels.com Free Rein Resources Ltd. -- https://www.freereinresources.com/ -- is a private oil and gas company headquartered in Calgary, Alberta. The Company's operations are located in Central Alberta in the legendary Golden Spike area -- focused on multi zone, light oil and gas plays. FREEDOM MORTGAGE: Fitch Gives B+(EXP) Rating on $450MM Unsec. Notes ------------------------------------------------------------------- Fitch Ratings expects to assign a 'B+(EXP)' rating to Freedom Mortgage Holdings LLC's (Freedom Holdings) proposed issuance of $450 million of senior unsecured notes. Freedom Holdings is the new parent and holding company of Freedom Mortgage Corporation (Freedom). The fixed rate of interest and maturity date will be determined at the time of issuance. Fitch does not anticipate a material impact to the company's leverage profile, as proceeds from the issuance will be used for general corporate purposes, including the repayment of existing senior secured debt. KEY RATING DRIVERS The expected rating is equalized with the ratings assigned to Freedom Holdings' existing senior unsecured debt, as the new notes will rank equally in the capital structure. The senior unsecured debt rating is one-notch below Freedom and Freedom Holdings' Long-Term Issuer Default Ratings (IDRs; BB-/Stable), given the subordination to senior secured debt in the capital structure, reflecting weaker recovery prospects in a stress scenario. Freedom Holdings' ratings are supported by its historical track record through various cycles, which enhanced its franchise within the U.S. residential mortgage space, its dominant position within the government lending channel, experienced senior management team and a sufficiently robust and integrated technology platform. Fitch views Freedom's multichannel approach favorably and believes its servicing retained business model with high recapture rates may serve as a natural hedge, although not a full offset, to the cyclicality of the mortgage origination business. Ratings are constrained by Freedom Holdings' elevated exposure to Ginnie Mae loans with higher advancing needs and potentially higher regulatory scrutiny, and elevated key person risk related to its founder and Chief Executive Officer, Stanley Middleman, who sets the tone, vision and strategy for the company. Freedom Holding's Stable Outlook is aligned with the Stable Outlook at the Freedom level. The Stable Outlook reflects, the company's progress in executing its strategic, operational and financial plan, which included a reduction in corporate debt to tangible equity below 1.5x, and improved operating performance, supported by an expansion in recurring cash flows generated by a growing owned-servicing portfolio, and enhanced operating leverage from cost reduction efforts, improving core profitability, which Fitch expects will support further growth in tangible equity in the medium term. For more information on the key rating drivers and sensitivities underpinning Freedom's and Freedom Holdings' ratings, see the Rating Action Commentary titled, "Fitch Affirms Freedom Mortgage Rating at 'BB-'; Outlook Revised to Stable from Negative", dated Oct. 13, 2023 and "Fitch Assigns 'BB-' Rating to Freedom Mortgage Holdings LLC; Outlook Stable," dated Dec. 1, 2023. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Negative rating actions could be driven by substantial fines that negatively impact Freedom Holdings' franchise or operating performance. Negative rating actions could also be driven by corporate debt to tangible equity sustained above 1.5x over an extended period, an inability to refinance secured funding facilities, insufficient liquidity to manage servicer advances or to meet margin call requirements, lack of appropriate staffing and resource levels relative to growth in the servicing portfolio, and a sustained increase in gross leverage above 5.0x. The departure of Stanley Middleman could also drive negative rating momentum. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch does not envision additional positive rating momentum in the near term. However, an upgrade over time could be driven by a sustained reduction in leverage below 3.0x on a gross debt to tangible equity basis, growth of the business that enhances the franchise and platform scale, improved earnings consistency, an increase in longer-duration secured and unsecured debt, an increase in the proportion of committed funding, a stronger liquidity profile, as evidenced by a meaningful increase in the percentage of liquidity sources (cash and available borrowing capacity) to total debt. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The expected senior unsecured debt rating of Freedom Holdings is the same as the existing senior unsecured debt ratings, as the notes rank equally to current and future senior unsecured debt obligations of the consolidated company, and the debtholders benefit from an upstream guarantee provided by Freedom in order to satisfy ongoing payment obligations, as well as a guarantee from Freedom Mortgage Parent LLC (not rated), the ultimate parent, and managing member of Freedom Holdings and Freedom. The senior unsecured debt ratings are one notch below Freedom Holdings and Freedom's Long-Term IDRs, given the subordination to senior secured debt in the capital structure, reflecting weaker prospects in a stress scenario. The issuance of additional senior unsecured debt at Freedom could widen the notching between the senior unsecured debt at Freedom Holdings and the Long-Term IDR to reflect structural subordination of the notes held at the holding company level. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The expected unsecured debt rating is primarily sensitive to changes in Freedom and Freedom Holdings' Long-Term IDRs and would be expected to move in tandem. However, a material increase in unsecured funding at Freedom Holdings and the size of the unencumbered asset pool could result in a narrowing of the notching between the unsecured debt and the Long-Term IDRs. Conversely, the issuance of additional senior unsecured debt at Freedom could widen the notching between the senior unsecured debt at Freedom Holdings and the Long-Term IDR to reflect structural subordination of the notes held at the holding company level. SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS Freedom is a wholly owned subsidiary of Freedom Holdings, and its IDR is equalized with the Long-Term IDR of Freedom Holdings. SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES Freedom's Long-Term IDR is primarily sensitive to changes in Freedom Holdings' Long-Term IDR and would be expected to move in tandem. ADJUSTMENTS The Standalone Credit Profile has been assigned in line with the implied Standalone Credit Profile. The Business Profile score has been assigned below the implied score due to the following reason: Business model (negative). The Earnings & Profitability score has been assigned below the implied score due to the following reason: Portfolio risk (negative). The Capitalization & Leverage score has been assigned below the implied score due to the following reason: Risk profile and business model (negative). The Funding, Liquidity & Coverage score has been assigned below the implied score due to the following reasons: Funding flexibility (negative), Business model/funding market convention (negative). Date of Relevant Committee November 30, 2023 Entity/Debt Rating ----------- ------ Freedom Mortgage Holdings LLC senior unsecured LT B+(EXP) Expected Rating FRESH CITY: Gets Court's Initial Stay Order; PWC as Monitor ----------------------------------------------------------- Fresh City Farms and Mama Earth Organics Inc. ("Companies") sought and obtained an initial order from the Ontario Superior Court of Justice (Commercial List), pursuant to the Companies' Creditors Arrangement Act. Pursuant to the Initial Order, PricewaterhouseCoopers Inc. LIT was appointed as monitor of the Companies. A copy of the Initial Order is available on the Monitor's website at https://www.pwc.com/ca/freshcity. These proceedings are referred to in this notice as the "CCAA Proceedings"). During the CCAA Proceedings, the Companies, with the assistance of the Monitor, expect that they will continue to operate in the normal course while they pursue a sale or investment solicitation process under the Court supervision and approval to maximize value for the Companies and their stakeholders. Further information with respect to the Companies' CCAA Proceedings, contact the Monitor at: PricewaterhouseCoopers Inc. LIT PwC Tower 18 York Street, Suite 2500 Toronto, ON M5J 0B2 Email: ca_freshcity@pwc.com Michael McTaggart Tel: 416-818-4266 Email: michael.mctaggart@pwc.com Christine Sinclair Tel: 416-687-8938 Email: christine.l.sinclair@pwc.com Amna Masud Tel: 416-687-8597 Email: amna.x.masud@pwc.com Lawyers for the Companies: Reconstruct LLP Royal Bank Plaza, South Tower 200 Bay Street Suite 2305, PO Box 120 Toronto, ON M5J 2J3 Caitlin Fell Tel: 416-613-828 Email: cfell@reconllp.com Joel Turgeon Tel: 416-613-8290 Email: jturgeon@reconllp.com Jessican Wuthmann Tel: 416-613-8288 Email: jwuthmann@reconllp.com Lawyers for the Monitor: Bennet Jones LLP 3400 One First Canadian Place PO Box 130 Toronto, ON M5X 1A4 Sean Zweig Tel: 416-777-6254 Email: zweigs@bennettjones.com Jesse Mighton Tel: 416-777-6255 Email: mightonj@bennettjones.com Aiden Nelms Tel: 416-777-4642 Email: nelmsa@bennettjones.com Fresh City Farms -- https://www.mamaearth.ca/ -- operates an organic grocery business in Ontario, comprised of an online shopping platform and delivery service, a commercial urban farm, a commercial-grade professional kitchen, bakery and butchery, and four brick-and-mortar baked goods boutiques in downtown Toronto. FTX GROUP: Tells Court of Full Customers Repayment Plan ------------------------------------------------------- Steven Church and Jonathan Randles of Bloomberg News report that customers and creditors of bankrupt crypto exchange FTX who can prove their losses will likely get back all of their money, the company told the judge overseeing the insolvency case. Restructuring advisers will need to examine the millions of claims that have been filed against FTX to weed out those that are not legitimate, lawyer Andrew Dietderich said during a Wednesday, January 31, 2024, court hearing in Wilmington, Delaware. "I would like the court and stakeholders to understand this not as a guarantee, but as an objective," Dietderich said. "There is still a great amount of work, and risk, between us and that result. But we believe the objective is within reach and we have a strategy to achieve it." In addition, the team overseeing the company has dropped an effort to restart or sell the FTX crypto exchange after concluding it would cost too much, Dietderich said. Advisers ran an exhaustive process to find investors willing to restart FTX.com, but nobody would put up the cash needed to revive the exchange, he said. "The costs and risks of creating a viable exchange from what Mr. Bankman-Fried left in the dumpster were simply too high," Dietderich said, referencing founder Sam Bankman-Fried, who shut down the crypto firm and handed control to insolvency experts in late 2022. Since then, restructuring advisers have been tracking down assets and trying to untangle a complex web of debt owed to various creditors, including customers who put cash and crypto on the trading platform. FTX's four largest affiliates together nearly doubled the group's cash pile to $4.4 billion at the end of 2023 from about $2.3 billion in late October. The company was in court Wednesday seeking approval of a process to determine how much each creditor and customer is owed. At the start of the hearing, US Bankruptcy Judge John Dorsey ruled that the size of each claim will be set based on what the customer or creditor was owed on the day FTX filed bankruptcy. Dorsey also approved rules for estimating how much each creditor and customer is owed. Some customers had complained that pegging their claims to prices in late 2022 would cause them to miss out on a hike in prices for digital assets. Dorsey ruled that bankruptcy rules require a company's debts to be tied to the date it filed for court protection. The case is FTX Trading Ltd., 22-11068, US Bankruptcy Court for the District of Delaware. 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, 2022, 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, 2022, 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. GARCIA GRAIN: Hires Judge Russell F. Nelms as Mediator ------------------------------------------------------ Garcia Grain Trading Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Russell F. Nelms as mediator. The firm will conduct a mediation and settlement discussions in an to attempt to resolve the remaining outstanding issues to attempt to finalize a consensual plan of reorganization in the Chapter 11 case. The firm will be paid at the rate of $500 per hour. The firm will be paid a retainer in the amount of $7,500 for the preparation and first day of negotiations as a mediator. 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: Russell F. Nelms 115 Kay Lane, Westworth Village Tarrant County, Texas 7611 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. GAUCHO GROUP: Receives $72,934 Proceeds From Private Placement -------------------------------------------------------------- Gaucho Group Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 2, 2024, pursuant to the Private Placement, the Company issued a total of 121,557 shares of common stock for gross proceeds of $72,934 at $0.60 per share. As previously reported on its Current Report on Form 8-K filed on Nov. 27, 2023, Gaucho Group commenced a private placement of shares of common stock for gross proceeds of up to $4,000,000 at a price per share which equals the Nasdaq Rule 5653(d) Minimum Price definition, but in no event at a price per share lower than $0.60. The Private Placement is conducted pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated under the Securities Act. The shares are only offered to a small select group of accredited investors, as defined in Rule 501 of Regulation D, all of whom have a substantial pre-existing relationship with the Company. The Company filed a Form D on Dec. 15, 2023 and an amended Form D on Jan. 11, 2024. As of Feb. 2, 2024, a total of 5,647,763 shares of common stock of the Company are outstanding. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc. was incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly-owned subsidiaries, GGH invests in, develops and operates real estate projects in Argentina. GGH operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. In 2016, GGH formed a new subsidiary, Gaucho Group, Inc. and in 2018, established an e-commerce platform for the manufacture and sale of high-end fashion and accessories. In February 2022, the Company acquired 100% of Hollywood Burger Argentina, S.R.L., now Gaucho Development S.R.L ("GD"), through InvestProperty Group, LLC and Algodon Wine Estates S.R.L., which is an Argentine real estate holding company. In addition to GD, the activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe under the name Algodon Wines (Europe). On March 20, 2020, the Company formed a wholly- owned Delaware subsidiary corporation, Bacchus Collection, Inc., which was dissolved on March 23, 2021. On June 14, 2021, the Company formed a wholly-owned Delaware limited liability company subsidiary, Gaucho Ventures I Las Vegas, LLC, for purposes of holding the Company's interest in LVH Holdings LLC. Gaucho reported a net loss of $21.83 million for the year ended Dec. 31, 2022, compared to a net loss of $2.39 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $18.91 million in total assets, $11.02 million in total liabilities, and $7.89 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 17, 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. The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. Based upon projected revenues and expenses, the Company believes that it may not have sufficient funds to operate for the next twelve months from the date these financial statements are made available. Since inception, the Company's operations have primarily been funded through proceeds received from equity and debt financings. The Company believes it has access to capital resources and continues to evaluate additional financing opportunities. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The aforementioned factors raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the issuance of these financial statements, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. GDB HOLDINGS: Road Closure to Delay Exit Plan by 2 Months --------------------------------------------------------- GDB Holdings, LLC, d/b/a Joyride Brewing Company, asked the U.S. Bankruptcy Court for the District of Colorado to extend its exclusivity period to file a chapter 11 plan of reorganization and disclosure statement to May 15, 2024. The Debtor's period to file a plan of reorganization is currently set to expire on February 15, 2024. The Debtor said the need for an extension is attributable to the circumstances of the recently announced construction that will take place in front of the Debtor's business, resulting in decreased access and a closure of a portion of its property. These are external circumstances for which the Debtor should not justifiably be held accountable. The Debtor explained it was informed by the City of Edgewater that a project they had been planning for several years was just green-lit, and that it will begin on February 12, notwithstanding an ongoing analysis of the Debtor's finances. The Debtor explained that the project will shut down the street in front of the Debtor's brewery for at least two months, if not longer. Not only will this cause a loss of revenue to the Debtor due to the new difficulty for patrons to access the brewery, but the project will also be shutting down the Debtor's side-street patio during this time, which equates to roughly 15% of the brewery's seating capacity and is the only area in which dogs are allowed. In addition, the new development will impact the Debtor's projected revenue and disposable income until the City's work is complete, which necessarily impacts the Debtor's ability to file an accurate, consensual plan. These closures will impact even reasonable projections based on Debtor's most recent performance, as well as historical performance, which is without precedent and which the Debtor has no ability to reliably predict. Counsel for the Debtor: Jeffrey A. Weinman, Esq. Bailey C. Pompea, Esq. Allen Vellone Wolf Helfrich & Factor P.C. 1600 Stout Street, Suite 1900 Denver, CO 80202 Telephone: (303) 534-4499 Email: JWeinman@allen-vellone.com BPompea@allen-vellone.com About GDB Holdings GDB Holdings, LLC is a Denver-area brewery doing business as Joyride Brewing. GDB Holdings filed Chapter 11 petition (Bankr. D. Colo. Case No. 23-15347) on Nov. 17, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Kimberley H. Tyson oversees the case. Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, P.C., is the Debtor's legal counsel. GETTY IMAGES: Moody's Rates New $1.38BB First Lien Loans 'B1' ------------------------------------------------------------- Moody's Investors Service affirmed Getty Images, Inc.'s B1 Corporate Family Rating and B1-PD Probability of Default Rating. Concurrently, Moody's assigned B1 ratings to Getty's new $1.38 billion senior secured first-lien credit facilities comprising a $980 million term loan B due 2031 and EUR372.3 million ($400 million USD equivalent) euro term loan B due 2031. Moody's also downgraded the company's $150 million senior secured revolving credit facility (RCF) maturing 2028 to B1 from Ba3. The Ba3 ratings on the existing senior secured first-lien term loan B facilities (consisting of the $639.6 million outstanding term loan due 2026 and EUR419 million outstanding euro term loan due 2026) and B3 rating on the $300 million 9.75% senior unsecured notes due 2027 have been reviewed in the rating committee and remain unchanged. The outlook is stable. Net proceeds from the new credit facilities will be used to fully refinance the existing term loan facilities and unsecured notes. The new term loans will be executed via an amendment to the existing credit agreement governing the RCF, and will be issued by the same borrowers, secured by the same collateral package and guaranteed by similar guarantors. The assigned ratings are subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. The Ba3 ratings on the existing term loan facilities and B3 rating on the existing unsecured notes remain unchanged as Moody's expects full repayment with the transaction proceeds. RATINGS RATIONALE The rating actions consider Getty's refinancing of its debt capital structure, which will now consist entirely of bank debt as opposed to bank and bond debt in the old structure. The assignment of B1 ratings to the new term loans and one-notch downgrade of the RCF reflect the expected elimination of the unsecured notes from the capital structure, which are structurally subordinate and provided support to the current first-lien credit facilities under Moody's Loss Given Default (LGD) framework. With the elimination of the unsecured notes, the new debt structure will consist of a single class of first-lien credit facilities resulting in the instrument ratings matching the CFR. The affirmation of the PDR is driven by Moody's use of a 50% mean family recovery for issuers with an all first-lien bank debt capital structure and absence of customary financial maintenance covenants on the term loans. Getty's B1 CFR reflects the company's differentiation relative to competitors, which includes its: (i) global position as the leading source of visual content with over 1 million customers annually across more than 200 countries; (ii) sizable collection of pictorial content, believed to be one of the largest and broadest in the world under the Unsplash.com and iStock.com logos (budget-conscious) as well as Getty's (premium) brands; compared to peers, Getty has the deepest offering of exclusive and premium content with a strong localized presence; (iii) variable cost operating model with imagery and video content sourced from independent and staff photographers, videographers, owned archives, content partners and individual contributors; (iv) reduced revenue volatility as subscription revenue is now a larger proportion of revenue; (v) long-term relationships across a broad customer base comprising news, entertainment and sports publishing organizations; (vi) good geographic diversification; and (vii) solid free cash flow (FCF) generation and very good liquidity profile. The B1 CFR is constrained by: (i) Getty's moderately high financial leverage of 5x total debt to EBITDA (Moody's adjusted, including Moody's standard operating lease adjustment and excluding non-cash gains on foreign currency and fair value adjustments for swaps and foreign exchange contracts); (ii) exposure to SMBs and consumer discretionary businesses that are typically more cyclical and likely to experience greater pullback in spend compared to larger firms during periods of weak economic growth; and (iii) continued market demand for lower-priced stock imagery products (a very competitive space), offset by continued growth in client demand for Getty's exclusive content. The stable outlook reflects Moody's expectation that Getty will gradually de-lever to the 4.7x area (Moody's adjusted) once revenue and EBITDA resume growth following the recent period of off-peak and shifting demand for the company's visual, digital and video content. While Moody's expects the residual effect from last year's protracted Hollywood strikes to negatively impact revenue growth at least through H1 2024, as movie and episodic TV productions take time to resume their normal cadence, the Editorial business will experience solid growth from media spend associated with the US presidential election, Summer Olympic Games and UEFA European Football Championship occurring in 2024. These cyclical events combined with recommencement of film and TV production volumes to pre-strike levels in H2 2024 should lead to organic revenue growth in the low-single digit percentage range this year. EBITDA margins are expected to remain near current levels as Getty continues to invest in maintaining staffing levels and incur legal costs associated with ongoing litigation. Over the next 12-18 months, Moody's expects Getty will maintain very good liquidity (SGL-1 Speculative Grade Liquidity rating) supported by annual positive FCF generation in the range of $80-$100 million, unrestricted cash balances of at least $100 million (unrestricted cash totaled approximately $114 million at September 30, 2023) and access to the $150 million RCF (currently undrawn). The RCF contains a quarterly leverage maintenance covenant that enables access to the facility as long as Consolidated Total Debt to Consolidated EBITDA (as defined in the bank credit agreement) does not exceed 5.75x through December 31, 2023. The covenant steps down to 5.25x beginning March 31, 2024 through March 31, 2025 and to 5x from June 30, 2025 to maturity. The proposed USD term loan tranche will require an annual amortization payment equal to 1% of the principal face amount paid quarterly (approximately $2.45 million/quarter or $9.8 million/annum), which Moody's expects the company will fund from internal sources. ESG CONSIDERATIONS Getty's CIS-4 indicates that the rating is lower than it would have been if ESG risk exposures did not exist. This is chiefly driven by governance risks as denoted by the G-4 governance score resulting from Getty's moderately high financial leverage and concentrated ownership structure. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade could occur if Getty: (i) demonstrates at least mid-single-digit percentage organic revenue growth driven by clients' continuing demand for the company's visual imagery products and stable-to-improving product pricing; and (ii) exhibits a continued mix shift to higher volume enterprise subscriptions and higher margin Royalty-Free products. Additionally, upward rating pressure could occur if free cash flow to debt is sustained in the mid-to-high single-digit percentage range and total debt to EBITDA is sustained below 4x (both metrics are Moody's adjusted). Ratings could be downgraded if operating performance tracks below Moody's expectations or if total debt to EBITDA is sustained above 5x (Moody's adjusted). Ratings could also experience downward pressure if liquidity deteriorates such that free cash flow to debt is sustained below 4.5% (Moody's adjusted). Headquartered in Seattle, WA, Getty Images, Inc. is a wholly-owned subsidiary of Getty Images Holdings, Inc., a leading creator and distributor of still imagery, vector, video and multimedia products, as well as a recognized provider of other forms of premium digital content, including music. The company was founded in 1995 and provides stock images, music, video and other digital content through gettyimages.com, iStock.com and Unsplash.com. Revenue totaled approximately $922 million for the twelve months ended September 30, 2023. The principal methodology used in these ratings was Media published in June 2021. GETTY IMAGES: S&P Rates Proposed $1.38BB Term Loan B 'BB-' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to Getty Images Inc.'s (B+/Positive/--) proposed $1.38 billion term loan B. S&P believes the refinancing of its $1.1 billion existing first-lien term loan and repayment of its $300 million senior unsecured notes with this new seven-year $1.38 billion term loan will be leverage neutral. Its '2' recovery rating on the company's first-lien debt remains unchanged, indicating its expectation for meaningful recovery (70%-90%; rounded estimate: 70%) in the event of a hypothetical default. S&P said, "Our issuer credit rating and positive outlook on the company are unchanged. We believe the company will continue to maintain a prudent financial policy focused on debt reduction. The transaction will lower the company's interest expense, and we expect the company will utilize excess cash to pay down debt as it pursues its leverage target of 2.5x–3.0x in the next 24-36 months. Getty's sufficient free operating cash flow (FOCF) supports its initiatives, and the extended debt maturities provide it some flexibility." Issue Ratings--Recovery Analysis Key analytical factors -- S&P's simulated default scenario considers a default in 2027 resulting from a cyclical downturn and increased competitive challenges, pricing pressure, and higher marketing spending. -- S&P assumes Getty would reorganize following a default given its significant global market position and established relationships. -- Getty Images Holdings Inc. is the borrower of the facilities. The revolving credit facility and term loan B are senior secured with a first-lien claim on substantially all the borrower's assets. -- S&P assumes U.S. subsidiaries that guarantee the pari passu senior secured revolving credit facility and senior secured term loans account for about 50% of consolidated EBITDA and that secured lenders benefit from a 65% pledge of the capital stock of first-tier foreign subsidiaries. S&P assumes intellectual property owned by nonguarantor subsidiaries to be modest. Simulated default assumptions -- Simulated year of default: 2027 -- EBITDA at emergence: About $210 million -- Distressed enterprise valuation EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): About $1.1 billion -- Valuation split (U.S. obligors/nonobligors, primarily outside the U.S.): 50%/50% -- Value available to secured creditors: $900 million -- Secured first-lien debt: $1.5 billion --Recovery expectations: 70%-90% (rounded estimate: 70%) GLOBAL PROCESSING: Trustee Selling Kanawha Assets for $2.78MM ------------------------------------------------------------- Terry Gibson, the Chapter 11 trustee for Global Processing, Inc., asked the U.S. Bankruptcy Court for the Northern District of Iowa for approval to sell the company's assets to Thriving Acre Seeds, LLC. The assets include the company's grain processing facility in Kanawha, Iowa, and personal properties used to operate its business. Global Processing, while still serving as a debtor-in-possession, proposed to sell the assets for $2.9 million to the same buyer in October last year. The company, however, withdrew its motion after the bankruptcy trustee and several creditors objected to the sale. Under the new agreement, Thriving Acre Seeds will acquire the property for $2.781 million and pay Global Processing an earnest money deposit of $145,000. Moreover, the new agreement requires the removal of financing and equity investment contingencies within 60 days of the signing of the agreement by submission of letters of commitment from a lender, or balance sheet showing equity investment held by Thriving Acre Seeds or such other proof of the buyer's ability to close the transaction. A sale hearing is scheduled for Feb. 26. Objections are due by Feb. 9. About Global Processing Inc. Global Processing, Inc. -- http://www.globalprocessing.org/-- supplies customers around the world with value-added, quality, farm-grown food products. The company is based in Kanawha, Iowa. Global Processing filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 22-00669) on Oct. 24, 2022, with $10 million to $50 million in both assets and liabilities. David M. Wilcox, president of Global Processing, signed the petition. Judge Thad J. Collins oversees the case. The Debtor tapped Ronald C. Martin, Esq., at Day Rettig Martin, PC as bankruptcy counsel; Nyemaster Goode, P.C. Law Firm as special litigation counsel; Gregory DeWeese of DeWeese Consulting, LLC as chief restructuring officer; and Oertli & Pleschourt, LLP as tax accountant. The U.S. Trustee for Region 12, appointed an official committee of unsecured creditors on Dec. 1, 2022. The committee tapped Gislason & Hunter, LLP as its counsel. GLOBAL TECHNOLOGIES: Incurs $3.46MM Net Loss in Q2 2023 ------------------------------------------------------- Global Technologies, Ltd filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q, disclosing a net loss of $3,455,492 for the three months ended December 31, 2023, as compared to net income of $183,724 for three months ended December 31, 2022. For the six months ended December 31, 2023, net loss was $2,230,670, compared to net income of $124,268 for the six months ended December 31, 2022. As of December 31, 2023, the Company had $6,515,850 in total assets, $10,125,039 in total liabilities, $3,400,000 in total mezzanine equity, and $7,009,189 in total stockholders' deficiency. Global Technologies has a history of net losses: As of December 31, 2023, the Company had an accumulated deficit of $169,709,047. For the six months ended December 31, 2023, the Company had cash used from operating activities of $175,221. The Company expects to continue to incur negative cash flows until such time as its operating segments generate sufficient cash inflows to finance its operations and debt service requirements. "Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility," Global Technologies said. "There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company's existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern," the Company said. A full-text copy of the Form 10-Q is available at http://tinyurl.com/2zbnma9x About Global Technologies Parsippany, NJ-based Global Technologies, Ltd. was incorporated under the laws of the State of Delaware on January 20, 1999 under the name of NEW IFT Corporation. It focuses on entering new markets, including the acquisition and redevelopment of distressed properties. In the Company's Form 10-Q Report for the quarterly period ended September 30, 2023, the Company expressed that substantial doubt exists about the Company's ability to continue as a going concern. As of September 30, 2023, Global Technologies had an accumulated deficit of $166,253,555. For the three months ended September 30, 2023, the Company had cash used from operating activities of $102,726. The Company expects to continue to incur negative cash flows until such time as its operating segments generate sufficient cash inflows to finance its operations and debt service requirements. GLOBAL WOUND: Hires Berger Fischoff Shumer as Counsel ----------------------------------------------------- Global Wound Care Products, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Berger Fischoff Shumer Wexler Goodman, LLP as counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued management of its business and property; b. representing the Debtor at court hearings on matters pertaining to its affairs; c. assisting the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; d. preparing legal papers; and e. providing other legal services necessary to administer the Debtor's Chapter 11 case. The firm will be paid at these rates: Partners $550 to $635 per hour Associates $400 to $475 per hour Paralegals $185 per hour The firm will be paid a retainer of $25,000, plus filing fee of $1,738. Heath S. Berger, Esq., a partner at Berger, Fischoff, Shumer, Wexler & Goodman, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gary C. Fischoff, Esq. BERGER FISCHOFF SHUMER WEXLER & GOODMAN LLP 6901 Jericho Turnpike #230 Syosset, NY 1179 Tel: (516) 747-1136 About Global Wound Care Products, Inc. Global Wound Care Products, Inc. is a home health care services provider in Oceanside, N.Y. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-74803) on December 26, 2023, with $119,717 in assets and $1,056,051 in liabilities. Elena Rudish, vice president, signed the petition. Judge Robert E. Grossman oversees the case. Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler & Goodman, LLP represents the Debtor as legal counsel. GOLD STAR: Wins Cash Collateral Access Thru Feb 22 -------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Gold Star Transportation Services, LLC to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance. through February 22, 2024. The Debtor requires the use of cash collateral to fund ordinary business operations and expenses as outlined in the budget Debtor filed on January 18, 2024. The Debtor's ordinary course monthly expenses, including payroll appear to be approximately $27,800 per month, which includes the Subchapter V trustee's monthly payment of $1,000. The Debtor filed the instant case because it has fallen behind on certain payments to secured creditors due to the pandemic, and its after-effects on the bus transportation business. In 2020, the Debtor received EIDL from the U.S. Small Business Administration in the amount of $51,000. On June 17, 2020, the SBA recorded a UCC-1 Statement under Document Number 202002331683. This amount may be subject to forgiveness. Out of an abundance of caution, the Debtor has filed the motion because of the potential lien held by the SBA. The court said, commencing February 24, 2024, the Debtor will make monthly adequate protection payments in the amount of $175 to the SBA. Each creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A continued hearing on the matter is set for February 22 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=jyoh5Z from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $27,975 for February 2024; $27,975 for March 2024; $27,975 for April 2024; $27,975 for May 2024; and $27,975 for June 2024. About Gold Star Transportation Services, LLC Gold Star Transportation Services, LLC provides charter bus services in Kissimmee, Florida, to local attractions. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:24-bk-00177-GER) on January 15, 2024. In the petition signed by Luis A. Primiciero, managing member, the Debtor disclosed up to $50,000 in assets and up to $100,000 in liabilities. Judge Grace E. Robson oversees the case. Melissa Youngman, Esq., at Winter Park Estate Plans & Reorgs, represents the Debtor as legal counsel. GREENIDGE GENERATION: Expects Q4 Net Income of $1.4M to $2.4M ------------------------------------------------------------- Greenidge Generation Holdings Inc. announced favorable preliminary financial and operating results for the fourth quarter of 2023. Preliminary Fourth Quarter 2023 Financial Results: * Revenue of approximately $19.7 million; * Net income from continuing operations of approximately $1.4 million to $2.4 million; * Adjusted EBITDA of approximately $1.6 to approximately $2.6 million; * Earnings per share of $0.18 to $0.32; * Cryptocurrency datacenter self-mining revenue of $7.3 million; * Cryptocurrency datacenter hosting revenue of $10.7 million; and * Power and capacity revenue of $1.7 million; Fourth Quarter 2023 Highlights: The Company's cryptocurrency datacenter operations produced approximately 710 bitcoin during the fourth quarter of 2023, of which 506 bitcoin were produced for colocation and 203 bitcoin were produced for self-mining. The average closing price of Bitcoin during the fourth quarter of 2023 was $36,276.79. As of Dec. 31, 2023, Greenidge datacenter operations consisted of approximately 29,700 miners with approximately 3.1 EH/s of combined capacity for both datacenter hosting and cryptocurrency mining, of which 19,000 miners, or 1.9 EH/s, is associated with datacenter hosting and 10,700 miners, or 1.2 EH/s, is associated with Greenidge's cryptocurrency mining. Greenidge ended the quarter with approximately $13.6 million of cash and approximately $68.7 million of debt. In aggregate, Greenidge reduced its debt by $85.3 million in 2023, representing over 54% of its total debt. Greenidge CEO Jordan Kovler commented: "We had a strong year on many fronts, including significantly reducing our debt load and making the necessary changes to alter the trajectory of the business, culminating in our first profitable quarter in two years. We continue to work diligently on paths to increasing profitable revenue and reducing debt. While there is more to come, I want to thank our team for the hard work that led to us delivering at least $0.18 in earnings per share and $1.4 million in net income in the fourth quarter, with a lower average Bitcoin price than we see today. We remain relentlessly focused on expanding our reach into low-cost power centers, our growing EPCM business, AI infrastructure/data centers and innovative approaches to embrace increased interest in bitcoin. I am confident that Greenidge's approach and resources differentiate us from our competitors and positions us well for future growth." The preliminary financial information presented in this press release is based on Greenidge's current expectations and may be adjusted as a result of, among other things, completion of customary annual audit procedures. Management plans to discuss Greenidge's complete fourth quarter and full-year 2023 financial results after the market closes on March 27, 2024. About Greenidge Generation Greenidge Generation Holdings Inc. (NASDAQ: GREE) is a vertically integrated power generation company, focusing on cryptocurrency mining, infrastructure development, engineering, procurement, construction management, operations and maintenance of sites. "Given this uncertainty regarding the Company's financial condition over the next 12 months from the date these financial statements were issued, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a reasonable period of time," Greenidge said in its Quarterly Report for the period ended Sept. 30, 2023. Dallas, Texas-based Armanino LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company incurred a loss from operations and generated negative cash flows from operations during the year ended Dec. 31, 2022. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GREENUP INDUSTRIES: Hires Heller Draper as Legal Counsel -------------------------------------------------------- Greenup Industries, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Heller, Draper & Horn, L.L.C., as counsel. The firm's services include: a. advising the Debtors with respect to the rights, powers and duties as debtors and debtors-in-possession in the continued operation and management of the businesses and properties; b. preparing on behalf of the Debtors all necessary applications, motions, answers, proposed orders, other pleadings, notices, schedules and other documents, and reviewing all financial and other reports to be filed, and when deemed necessary, assisting in the preparation and finalization of reports to be filed; c. advising the Debtors concerning and preparing responses to applications, motions, pleadings, notices, and other documents that may be filed by other parties herein; d. appearing in Court to protect the interests of the Debtors and appearing and assisting the Debtors regarding the initial debtor interviews and the Section 341 meetings; e. representing the Debtors in connection with use of cash collateral and/or obtaining post-petition financing; f. advising the Debtors concerning and assisting in the negotiation and documentation of financing agreements, cash collateral orders, and related transactions; g. investigating the nature and validity of liens asserted against the property of the Debtors, and advising the Debtors concerning the enforceability of said liens; h. investigating, advising, and taking such action as may be necessary with respect to the collection income and assets in accordance with applicable law, and the recovery of property for the benefit of the estates; i. advising and assisting the Debtors in connection with any potential property dispositions; j. advising the Debtors concerning executory contracts and unexpired lease assumptions, assignments, and rejections, and lease restructuring and recharacterizations; k. assisting the Debtors in reviewing, estimating, and resolving claims asserted against the Debtors' estates; l. commencing and conducting litigation, necessary and appropriate to assert rights held by the Debtors, protecting assets of the Debtors' estates, or otherwise further the goal of the Debtors' Bankruptcy Cases; and m. performing all other legal services for the Debtors which may be necessary and proper in the Bankruptcy Cases. The firm will be paid at these rates: Attorneys $250 per hour Paralegals $150 per hour Douglas S. Draper $550 per hour Greta M. Brouphy $400 per hour Michael E. Landis $350 per hour Paralegals $200 per hour The retainer is $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas S. Draper, Esq., a partner at Heller, Draper & Horn, L.L.C, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Douglas S. Draper, Esq. HELLER, DRAPER & HORN, L.L.C. 650 Poydras Street Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Email: ddraper@hellerdraper.com About Greenup Industries, LLC Greenup Industries, LLC is a provider of specialized services and procurement support to a diverse clientele, including the oil and gas, construction, telecommunication, and other industries, as well as city, parish, state, and federal governments. The company is based in Kenner, La. Greenup Industries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 23-12179) on December 20, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Rodney D. Greenup, Jr., president and sole member, signed the petition. Judge Meredith S. Grabill oversees the case. Michael E. Landis, Esq., at Heller, Draper & Horn, LLC represents the Debtor as legal counsel. GREENUP INDUSTRIES: Seeks to Hire TWRU CPAs as Accountant --------------------------------------------------------- Greenup Industries, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ TWRU CPAs & Financial Advisors as accountant. The firm will render these services: a. prepare financial statements in accordance with accounting principles generally accepted in the United States of America based on information provided by the Debtor; b. apply accounting and financial reporting expertise to assist the Debtor in the presentation of financial statements; and c. assist the Debtor in adjusting books of accounts for the Debtor. The firm will bill these rates: Partners $300 per hour Managers $255 per hour Senior Accountants $185 per hour Staff Accountants $90 per hour The firm seeks a retainer fee of $5,000. TWRU CPAs & Financial Advisors is a "disinterested person" within the meaning of Bankruptcy Code section 101(14), as required by Bankruptcy Code section 327(a) and does not hold or represent an interest materially adverse to the Debtor's estate. The firm can be reached through: Derek Mathews TWRU CPAs & Financial Advisors 527 E Airport Ave Baton Rouge, LA 70806 Phone: (225) 926-1050 Email: dmathews@twru.com About Greenup Industries Greenup Industries, LLC is a provider of specialized services and procurement support to a diverse clientele, including the oil and gas, construction, telecommunication, and other industries, as well as city, parish, state, and federal governments. The company is based in Kenner, La. Greenup Industries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 23-12179) on December 20, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Rodney D. Greenup, Jr., president and sole member, signed the petition. Judge Meredith S. Grabill oversees the case. Michael E. Landis, Esq., at Heller, Draper & Horn, LLC represents the Debtor as legal counsel. GUANELLA PASS: Seeks to Hire Rippeteau Consulting as Bookkeeper --------------------------------------------------------------- Guanella Pass Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Rippeteau Consulting, LLC as its bookkeeper and consultant. The firm's services include: a. recording transactions for all bank/credit accounts monthly; b. making monthly bank reconciliations; c. processing Accounts Payable and Accounts Receivable; d. preparing financial statements (annually and as needed for submission to tax preparer and other parties); e. making monthly sales tax reporting; f. making monthly state and quarterly federal excise tax reporting; and g. taking email and phone support provided as needed. The firm will be paid at these rates: Emily Rippeteau, Account Directors $90 per hour Meghan Zale, Account Directors $90 per hour Diana Leopard, Account Manager $70 per hour Tyleer Rippeteau, Account Manager $70 per hour Emily Rippeteau, owner of Rippeteau Consulting, is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: Emily Rippeteau Rippeteau Consulting, LLC Phone: (847) 767-3426 Email: emily@rippeteauconsulting.com About Guanella Pass Brewing Guanella Pass Brewing owns and operates a brewery in Georgetown, CO. Guanella Pass Brewing Company, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-16068) on Dec. 30, 2023. The petition was signed by Steven Skalski as managing member. At the time of filing, the Debtor estimated $72,340 in assets and $2,282,564 in liabilities. Judge Thomas B. Mcnamara presides over the case. Katharine Sender, Esq. at COHEN & COHEN, P.C. represents the Debtor as counsel. GUR-MEAT INC: Seeks Continued Cash Collateral Access ---------------------------------------------------- Gur-Meat, Inc. and secured creditor Banco Popular de Puerto Rico advised the U.S. Bankruptcy Court for the District of Puerto Rico that they have reached an agreement regarding the Debtor's use of cash collateral and desire to memorialize the terms of this agreement into an agreed order. On January 10, 2024, secured creditor Banco Popular de Puerto Rico, filed a Motion to Inform Default under Cash Collateral Stipulation and Termination of Authority to use cash collateral, the Debtor disagreed and filed a Notice of Intent to oppose Docket No. 156. The Debtor also filed a Motion for Leave to consign funds in Docket No. 167. The Parties are engaged in settlement negotiations which, if successful, will resolve the controversies related to the Motion and will pave the way for the consensual confirmation of a plan. Accordingly, to allow the Parties time to conclude such settlement negotiations, The Parties have agreed on the consensual use of BPPR's cash collateral from February 1 through February 16, 2024, under the same terms and conditions of the original Stipulation, and in accordance with the budget. A copy of the stipulation is available at https://urlcurt.com/u?l=5YIcAj from PacerMonitor.com. About Gur-Meat Inc. Gur-Meat Inc. is engaged in the business of processing meat products and the selling of pre-packaged food products to fast food restaurants and other constituents of the food industry since March 2009. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 23-01914) on June 23, 2023. In the petition signed by Mariely Ramos Rojas, president, the Debtor disclosed $292,906 in assets and $3,598,904 in liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. Javier Vilarino, Esq., at Villarino and Associates, represents the Debtor as legal counsel. HARBOR CUSTOM: Hires Rosenberg Rich Baker as Auditor ---------------------------------------------------- Harbor Custom Development, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Rosenberg Rich Baker Berman, P.A. as auditor. The firm's services include: a. auditing the consolidated balance sheet as of December 31, 2023; b. auditing the related consolidated statements of operations, changes of stockholders’ equity, cash flows, and related notes and schedules; and c. issuing a written report. The firm will be paid at these rates: Christopher Stout, Partner $350 per hour Howard Condo, Partner $425 per hour Vagif Isakhanli, Managing Director – Tax $300 per hour Vanessa Beazer, Manager $225 per hour John Harvey, Supervisor $195 per hour John Sheedy, Senior Associate $135 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. 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: Chris Stout Rosenberg Rich Baker Berman, P.A. 265 Davidson Avenue, Suite 210 Somerset, NJ 08873-4120 Tel: (908) 231-1000 Fax: (908) 231-6894 About Harbor Custom Development, Inc. Harbor Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition, entitlement, development, construction of project infrastructure, home and apartment building construction, marketing, and sales of various residential projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-42180) on December 11, 2023. In the petition signed by Shelly Crocker, chief restructuring officer, the Debtor disclosed $223,981,000 in assets and $172,528,500 in liabilities. Judge Mary Jo Heston oversees the case. Aditi Paranjpye, Esq., at CAIRNCROSS & HEMPELMANN, P.S., represents the Debtor as legal counsel. HARBOR CUSTOM: Hires TurningPointe LLC as Financial Advisor ----------------------------------------------------------- Harbor Custom Development, Inc. and its affiliate seek approval from the U.S. Bankruptcy Court for the Western District of Washington to employ TurningPointe, LLC d/ba/ Turning Point as financial advisor. The firm's services include: a. financial modeling; b. cash planning; c. monthly bankruptcy reporting; and d. ad hoc accounting services, as requested by the Debtors. The firm will be paid at these rates: Engagement Partner $350 per hour Director $300 per hour Manager $250 per hour Senior Consultant $225 per hour Staff Accountant $175 per hour Analyst $200 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm will be paid a retainer of $15,000. Bobbie Allen, a director at TurningPointe, LLC d/ba/ Turning Point, 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: Bobbie Allen TurningPointe, LLC d/ba/ Turning Point 509 Olive Wy #305 Seattle, WA 98101 Tel: (425) 531-1127 About Harbor Custom Development, Inc. Harbor Custom Development, Inc. is a real estate development company involved in all aspects of the land development cycle, including land acquisition, entitlement, development, construction of project infrastructure, home and apartment building construction, marketing, and sales of various residential projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-42180) on December 11, 2023. In the petition signed by Shelly Crocker, chief restructuring officer, the Debtor disclosed $223,981,000 in assets and $172,528,500 in liabilities. Judge Mary Jo Heston oversees the case. Aditi Paranjpye, Esq., at CAIRNCROSS & HEMPELMANN, P.S., represents the Debtor as legal counsel. HARRINGTON ESTATES: Selling Glendale Property for $2.1MM -------------------------------------------------------- Harrington Estates, LLC asked the U.S. Bankruptcy Court for the Central District of California to approve the sale of its real property to Dynamic Real Estate Holdings, LLC. Dynamic, a California limited liability company, offered $2.1 million for the property located at 830 Harrington Road, Glendale, Calif. The property is being "free and clear" of liens, claims and interests. Harrington will use the proceeds from the sale to pay administrative expenses and pay claims, including the claims of Eagle Capital, LP and the County of Los Angeles. Dynamic's $2.1 million offer is the "best and highest" offer received for the property, according to Harrington's attorney, Louis Esbin, Esq., at the Law Offices of Louis J. Esbin. The property had been listed on the multiple listing service for several months, beginning at an asking price of $3.4 million until it was reduced to $2.1 million. A hearing on the proposed sale is scheduled for Feb. 15. About Harrington Estates Harrington Estates, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company is based in Glendale, Calif. Harrington Estates filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-14462) on July 18, 2023, with $1 million to $10 million in both assets and liabilities. Anthony C. Burrell, chief executive officer, signed the petition. Judge Julia W. Brand presides over the case. Louis J. Esbin, Esq., at the Law Offices of Louis J. Esbin is the Debtor's bankruptcy counsel. HARVARD APPARATUS: Secures $500K Loan From CEO Junli He ------------------------------------------------------- Harvard Apparatus Regenerative Technology, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a loan arrangement with Junli He, the chairman and chief executive officer of the Company, pursuant to which the Lender has agreed to loan the Company an aggregate amount of $500,000 as evidenced by a Bridge Note executed by the Company in favor of, and accepted by, the Lender. The Bridge Note accrues interest at an annual fixed rate of 8%, and the principal amount thereof will be due and payable in full, together with all accrued and unpaid interest thereon, on the earlier to occur of a) the closing date (or later date of capital being provided pertaining to such continued offering that the following threshold is tripped) of the Company's next capital raise that includes gross proceeds of at least $5,000,000 or b) Feb. 1, 2025. The Bridge Note provides for optional conversion at the discretion of the Lender, contains covenants, and provides for certain events of default including if the Company fails to pay when due any amount owed thereunder, fails to comply with any agreement, covenant, condition, provision or term contained therein and other customary events of default. About Harvard Apparatus Regenerative Holliston, Massachusetts-based Harvard Apparatus Regenerative Technology, Inc. formerly Biostage, Inc., is a clinical-stage biotechnology company focused on the development of regenerative medicine treatments for disorders of the gastro-intestinal system and other organs that result from cancer, trauma or birth defects. The Company's technology is based on its proprietary cell-therapy platform that uses a patient's own stem cells to regenerate and restore function to damaged organs. Harvard Apparatus reported a net loss of $6.07 million for the year ended Dec. 31, 2022, compared to a net loss of $7.98 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $3.78 million in total assets, $1.07 million in total liabilities, and $2.72 million in total stockholders' equity. Harvard Apparatus has incurred substantial operating losses since its inception, and as of September 30, 2023, had an accumulated deficit of approximately $90.1 million and will require additional financing to fund future operations. The Company expects that its operating cash and short-term investments on-hand as of September 30, 2023, of approximately $1.5 million will enable it to fund its operating expenses and capital expenditure requirements into the first quarter of 2024. The Company expects to continue to incur operating losses and negative cash flows from operations for 2023 and in future years. Therefore...these conditions raise substantial doubt about the Company's ability to continue as a going concern, according to the Company's Quarterly Report for the three months ended Sept. 30, 2023. HILLENBRAND INC: Moody's Rates New Senior Unsecured Bond 'Ba1' -------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Hillenbrand, Inc.'s proposed senior unsecured bond offering. Moody's also affirmed the company's ratings, including the Ba1 corporate family rating, Ba1-PD probability of default rating and Ba1 rating on the existing senior unsecured notes. The outlook remains stable. The SGL-2 speculative grade liquidity rating is unchanged. The proceeds of the new $500 million bond due 2029 are expected to be used to pay down the company's revolving credit facility and provide Hillenbrand the capacity to retire its $400 million senior unsecured notes maturing in June 2025. These notes are callable from June 2024 without a prepayment penalty. RATINGS RATIONALE Hillenbrand's ratings reflect its attractive niche market positions for equipment used in plastics production and recycling and its large installed base of equipment that provides recurring (aftermarket) revenue. This will temper demand pressures from key end markets, particularly in the Molding Technology Solutions ("MTS") segment, and deferred customer spending for large capital equipment amid macroeconomic headwinds that will persist through at least calendar 2024. The ratings also reflect Hillenbrand's increased scale and end market diversification of its industrial business primarily through acquisitions. The company's strategy to grow its industrial platform significantly in recent years, amid the secular decline of its legacy deathcare business (Batesville), has better positioned the company for longer term growth. However, Hillenbrand's exposure to cyclical end markets increased following the February 2023 divestiture of Batesville, which generated higher margins and predictable cash flows. Aside from the loss of Batesville's EBITDA, significant debt-funded acquisitions have diluted margins and led to high leverage (near 4x). The recent acquisitions also create uncertainty and pose execution risks amid near term margin pressure from top line headwinds and integration costs. Acquisitions will remain key to Hillenbrand's growth strategy. But Moody's expects the company to prioritize deleveraging (including from debt reduction) and improving financial flexibility. Moody's expects adjusted debt-to-EBITDA to fall steadily to below 3.5x over the next year. Moody's notes that management's stated plan to reduce the company-calculated net leverage ratio (currently 3.4x) to within its target range of 1.7x-2.7x by March 2025 includes pausing acquisitions and curtailing share repurchases in the near term. The stable outlook reflects Moody's expectation that aftermarket revenues will help offset softening equipment order rates on organic top line growth, particularly from the MTS segment. Moody's anticipates that growth in the aftermarket business, higher pricing, productivity initiatives and restructuring actions at MTS, and a focus on realizing acquisition synergies will enable margin improvement and support deleveraging over the next year. In addition, Moody's expects Hillenbrand to maintain good liquidity. The SGL-2 liquidity rating reflects Moody's expectation of good liquidity, including the maintenance of significant revolver availability and healthy free cash flow over the next 12-18 months. Still, Moody's notes the company is prone to working capital swings driven by the variable timing of large capital projects and related customer advances in the Advanced Process Solutions ("APS") segment. The majority of Hillenbrand's cash balance (about $198 million at December 31, 2023) is held outside the US. The $1 billion revolving credit facility that expires in June 2027 had roughly $448 million available at Dec. 31, 2023, net of posted letters of credit. The credit facility is subject to maintenance covenants, including maximum net leverage of 4.5x with step downs after June 2024. Except for the aforementioned $400 million senior unsecured notes maturing in June 2025, there are no near term debt maturities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded with worsening demand, including continued declines in organic growth, increasing weakness in the MTS segment or additional delays in large equipment orders in the APS segment. Ratings could also be downgraded with deterioration in free cash flow or if Moody's expects margins to decline beyond fiscal 2024, including due to the company's inability to achieve targeted cost savings from restructuring actions at MTS or acquisition synergies. Deviation from the expected plan to reduce debt would also be viewed unfavorably. Finally, debt-to-EBITDA expected to remain above 4x or free cash flow-to-debt sustained below 10% could lead to a ratings downgrade. The ratings could be upgraded with significant margin expansion as well as sustainable and profitable growth of the MTS business. Additionally, debt-to-EBITDA expected to remain below 3.25x could support a ratings upgrade. An increase in aftermarket revenues that sustainably lessens the company's vulnerability to capital equipment spending cycles would also be viewed favorably. The principal methodology used in these ratings was Manufacturing published in September 2021. Hillenbrand, Inc. is a diversified industrial company consisting of two segments: Advanced Process Solutions or APS (previously the Process Equipment Group) and Molding Technology Solutions or MTS (previously Milacron Holdings). APS manufactures process and material handling equipment and systems used in a variety of industries spanning durable plastics, recycling and food processing. MTS manufactures and customizes equipment and supplies used in plastic technology and processing. Revenue reported for twelve months ended December 31, 2023 was approximately $2.94 billion. Pro forma for the September 2023 acquisition of the Schenck Process Food and Performance Materials ("FPM"), revenue was approximately $3.3 billion. HILLENBRAND INC: S&P Rates New $500MM Senior Unsecured Notes 'BB+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating to Hillenbrand Inc.'s proposed $500 million senior unsecured notes due 2029. The recovery rating is '4', indicating S&P's expectation for average (30%-50%; rounded estimate 30%) recovery for noteholders in the event of a payment default. The proposed notes issuance is leverage neutral since we expect the company will use the proceeds to repay outstanding balances (about $531 million) under the $1 billion revolving credit facility. S&P said, "We forecast Hillenbrand's S&P Global Ratings-adjusted leverage to be about 3.8x at the end of fiscal 2024 (ending Sept. 30, 2024), providing minimal cushion relative to our 4x downgrade threshold. Our forecast assumes 2024 revenue grows about 14%, largely due to a full-year contribution of acquisitions completed in 2023. We assume revenue in the company's molding technology solutions (MTS) segment (about 35% of annual revenue) declines in the low-teens percent area as the result of reduced end-market demand for injection molding and hot runner equipment. We assume S&P Global Ratings-adjusted EBITDA margin declines about 50 basis points (bps) in 2024 due to reduced volumes in the MTS segment, offsetting pricing and productivity improvements in the company's advance process solutions (APS) segment. Our forecast for S&P Global Ratings-adjusted leverage in 2024 assumes Hillenbrand deploys all discretionary cash flow, after dividend payments, to reduce debt. If Hillenbrand underperforms our 2024 forecast modestly or if it pursues acquisitions or shareholder returns that translate to S&P Global Ratings-adjusted leverage increasing to and remaining above 4x, there may be downward rating pressure." Issue-Ratings--Recovery Analysis Key analytical factors -- S&P's ratings on Hillenbrand's $1 billion revolver and $200 million term loan A-1 remain 'BBB-'. The recovery rating remains '1', indicating its expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. -- S&P's ratings on Hillenbrand's existing senior unsecured notes consisting of $400 million notes due June 2025, $375 million notes due September 2026, and $350 million notes due March 2031 remains 'BB+'. The recovery rating remains '4', indicating its expectation for average (30%-50%; rounded estimate 30%) recovery for noteholders in the event of a payment default. -- S&P's simulated default scenario contemplates a default in 2029, reflecting a sustained economic downturn that weakens Hillenbrand's primary end markets and reduces customer demand, which reduces profitability and cash flow. -- S&P's gross enterprise value of $1.7 billion is based on an assumed run rate EBITDA of about $317 million at emergence and a valuation multiple of 5.5x. The valuation multiple represents Hillenbrand's well-established market position, its large installed base of equipment, and its good geographic diversity despite its concentrated exposure to the plastics end market. -- S&P's recovery analysis assumes that the springing lien provision under the company's credit agreement governing its $1 billion revolver, $200 million term loan A-1, and EUR185 million term loan A-2 (the Euro tranche is unrated) is triggered before default. This puts the bank creditors ahead of the noteholders on much of the enterprise value, although we note that the springing lien provision will fall away if the Euro term loan A-2 is fully repaid and the covenant relief period expires (at which time S&P would update its recovery analysis). -- Hillenbrand's subsidiary, Hillenbrand Switzerland GmbH, is the borrower on the term A-2 loan. In S&P's default scenario, term loan A-2 lenders and non-U.S. revolver lenders have priority claims on the value ($737 million) at Hillenbrand Switzerland and its direct subsidiaries, and at default, the term loan and non-U.S. revolver balances are fully covered by this value. -- After satisfying claims under the term loan A-2 and non-U.S. revolver borrowings, S&P assumes 65% ($107 million out of $165 million) of the remaining value from Hillenbrand Switzerland and its direct subsidiaries would be available to satisfy claims under U.S. revolver balances and the term loan A-1. In our default scenario, these claims would also be covered by value from U.S. obligors ($644 million), and 65% of the value (or $180 million) from foreign subsidiaries that are not direct subsidiaries of Hillenbrand Switzerland. -- Unsecured noteholders benefit from the remaining value ($377 million) attributed to term loan A-1 and U.S. revolver lenders after satisfying those claims, in addition to 35% ($58 million) of the residual value from Hillenbrand Switzerland and its direct subsidiaries, and 35% ($97 million) of the value from foreign subsidiaries that are not direct subsidiaries of Hillenbrand Switzerland. -- S&P assumes there are minimal claims drawn against the company's EUR325 million letter of credit or guaranty facility at default. -- S&P allocates its assumed enterprise value at default, based on assumed EBITDA contribution at default. S&P assumes that at default about 39% of the value is attributed to U.S. obligors, 17% is attributed to foreign subsidiaries that are not direct subsidiaries of Hillenbrand Switzerland, and the remaining value, 45%, is attributable to Hillenbrand Switzerland and its direct subsidiaries. Simulated default assumptions -- Simulated year of default: 2029 -- EBITDA at emergence: $317 million -- EBITDA multiple: 5.5x -- Revolving credit facility: 85% drawn at default Simplified waterfall -- Net enterprise value after administrative expenses (5%): $1.66 billion -- Valuation split Hillenbrand Switzerland and its direct subsidiaries/Foreign subsidiaries that are not direct to Hillenbrand Switzerland/U.S. Obligors: 45%/17%/39% -- Net enterprise value (EV) attributable to Hillenbrand Switzerland and subsidiaries: $737 million -- Total value available to term loan A-2 lenders and non-U.S. revolver lenders: $737 million -- Estimated Hillenbrand Switzerland borrowings (term loan A-2 and non-U.S. revolving balances): $572 million -- Total residual value: $165 million --Residual collateral value available for term loan A-1 and U.S. revolving lenders: $107 million --Residual unpledged value available for unsecured noteholders: $58 million -- Net EV attributable to other foreign subsidiaries (collateral/unpledged): $277 million ($180/$97) -- Total value available to term loan A-1 and U.S. revolving lenders from residual value from Hillenbrand Switzerland, value from U.S. obligors and from foreign subsidiaries that are not direct to Hillenbrand Switzerland: $931 million -- Estimated term loan A-1 and U.S. revolving claims at default: $554 million --Recovery expectation: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured noteholders from Hillenbrand Switzerland residual value, residual value attributable to term loan A-1 and U.S. revolver lenders after satisfying those claims, and 35% of the value from foreign subsidiaries that are not direct subsidiaries of Hillenbrand Switzerland: $531 million -- Estimated unsecured claims at default: $1.7 billion --Recovery expectation: 30%-50% (rounded estimate: 30%) Note: All debt amounts include six months of prepetition interest. IEH AUTO PARTS: DOJ Watchdog Objects to $258,000 Atty's Fees ------------------------------------------------------------ James Nani of Bloomberg Law reports that the Justice Department's bankruptcy watchdog asked a court to reject all bills for an attorney who worked for Carl Icahn's after-market auto parts chain, citing her failure to disclose she was in a secret relationship with a judge who mediated the case. Bankruptcy attorney Elizabeth Freeman's requests for nearly $258,000 in fees and expenses for work she did on IEH Auto Parts Holding LLC should be rejected due to her violation of disclosure, ethical, and fiduciary obligations, the US Trustee's office said in an objection Monday, January 29, 2024, to Judge Christopher Lopez of the US Bankruptcy Court for the Southern District of Texas. About IEH Auto Parts Holding IEH Auto Parts Holding LLC -- https://autoplusap.com/ -- distributes automotive products. The Company offers equipment, tools, accessories, paint, and related products in the automotive aftermarket. Auto Plus serves customers in the United States. IEH Auto Parts Holding LLC and its affiliates filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90054) on Feb. 1, 2023. In the petition filed by John Michael Neyrey, as chief executive officer, the Debtor reported assets and liabilities between $100 million and $500 million. The case is overseen by Honorable Bankruptcy Judge Christopher M. Lopez. The Debtor is represented by: Veronica Ann Polnick, Esq. Jackson Walker, LLP 112 Townpark Drive NW, Suite 300 Kennesaw, GA 30144 IHEARTCOMMUNICATIONS: DWS Floating Marks $440,000 Loan at 16% Off ----------------------------------------------------------------- DWS Floating Rate Fund has marked its $440,000 loan extended to iHeartCommunications, Inc. to market at $367,492 or 84% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in DWS Floating's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. DWS Floating is a participant in a Term Loan (30-day average SOFR + 3.25%) to iHeartCommunications, Inc. The loan accrues interest at a rate of 8.713%. The loan matures on May 1, 2026. DWS Floating Rate Fund is a diversified series of Deutsche DWS Portfolio Trust, which is registered under the Investment Company Act of 1940, as amended, as an open-end investment management company organized as a Massachusetts business trust. iHeartCommunications, Inc. operates as a media company. The Company offers radio and television stations, outdoor advertising displays, and live entertainment venues such as music, news, talk, sports, and other stations. INCLAN PAINTING: Seeks to Tap Richard Siegmeister as Legal Counsel ------------------------------------------------------------------ Inclan Painting and Waterproofing Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Richard Siegmeister, P.A. as its legal counsel. The firm's services include: a. giving advice to the Debtor with respect to its powers and duties and the continued management of its business operations; b. advising the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. preparing legal documents; d. protecting the interest of the Debtor in all matters pending before the court; and e. representing the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. The firm will be paid based upon its normal and usual hourly rates and will be reimbursed for out-of-pocket expenses incurred. Richard Siegmeister, Esq., a partner at Richard Siegmeister PA, 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. Richard Siegmeister can be reached at: Richard Siegmeister, Esq. RICHARD SIEGMEISTER, PA 3850 Bird Rd, Floor 10 Miami, FL 33146-1501 Tel: (305) 859-7376 Email: rspa111@att.net About Inclan Painting and Waterproofing Inclan Painting and Waterproofing Corp. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-10488) on January 19, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Luis Inclan, president, signed the petition. Judge Laurel M. Isicoff oversees the case. Richard Siegmeister, Esq., at Richard Siegmeister, PA represents the Debtor as legal counsel. INFINITY PHARMACEUTICALS: Unsecureds Will Get 37% of Claims ----------------------------------------------------------- Infinity Pharmaceuticals, Inc. and Infinity Discovery, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for the Joint Plan of Liquidation dated February 1, 2024. Infinity Pharmaceuticals, Inc. is a company whose stock has historically traded on the Nasdaq Global Market. It conducts its business through itself and its wholly-owned operating subsidiary, Infinity Discovery, Inc. The Debtors are a research and clinical-development stage biopharmaceutical company with a focus on developing novel drugs for the treatment of cancer. Historically, the Debtors have developed two categories of drug programs, the patidegib program and the duvelisib and eganelisib programs. Infinity is a publicly traded company with 92,160,228 common shares outstanding and trading on the Nasdaq exchange as of the Petition Date. There are no classes of stock outstanding other than common stock. There are 10,330,263 options to purchase Infinity stock outstanding as of the Petition Date. The weighted average exercise price of the options is $2.35 per share. All of the outstanding options are significantly out of the money with Infinity shares closing at $0.097/share as of September 5, 2023. As of the Petition Date, Infinity held approximately $4.6 million in cash in its deposit and investment accounts, consistent with its historic practices, except that following the Petition Date, substantially all of the Debtors' cash is held in a deposit account by Infinity Discovery, Inc. The Debtors have no funded indebtedness, no liens on any of their cash, and no person or entity can claim that the Debtors' cash is collateral for any indebtedness. The Debtors have been using their cash to finance these Chapter 11 Cases and the wind-down of its remaining business, and will distribute any excess cash to its stakeholders through the Plan. Pursuant to the Sale Motion and Bid Procedures Order, SSG continued to market the Debtors' assets. Ultimately, the Debtors received 2 Qualified Bids for the Assets. Consistent with the Bidding Procedures Order, the Debtors, in their business judgment, determined that it was not in the best interest of their estates and creditors to conduct an Auction and the Debtors selected Deerfield Healthcare Innovations Fund III, L.P. as the Successful Bidder and Crimson Biopharm Inc. as the Back-Up Bidder. On December 8, 2023, the Court approved the Sale to Deerfield. The Debtors propose to liquidate under chapter 11 of the Bankruptcy Code. Under chapter 11, a debtor may reorganize or liquidate its businesses for the benefit of its stakeholders. The consummation of a chapter 11 plan of liquidation is the principal objective of this Chapter 11 Case. A chapter 11 plan sets forth how a debtor will treat claims and equity interests. Generally speaking, the Plan: * provides the vesting of all Available Cash and Retained Causes of Action (including Avoidance Actions) in the Liquidation Trustee, for the purpose of distribution to holders of Claims; * designates a Liquidation Trustee to wind down the Debtors' affairs, prosecute, continue or settle certain Retained Causes of Action, pay and reconcile Claims, and administer the Plan and Liquidation Trust in an efficacious manner; and * provides for 100 percent recoveries for holders of Administrative Claims, Secured Tax Claims, Priority Tax Claims, Other Priority Claims and Other Secured Claims. Class 4 consists of General Unsecured Claims. Except to the extent that a holder of an Allowed General Unsecured Claims agrees to less favorable treatment, in exchange for full and final satisfaction, settlement, and release of each Allowed General Unsecured Claim, each holder of such Allowed General Unsecured Claim shall receive its pro rata share of the Beneficial Trust Interests, which Beneficial Trust Interests shall entitle the holders thereof to receive their pro rata share of the Liquidation Trust Assets. The allowed unsecured claims total $6,680,775. This Class will receive a distribution of 37% of their allowed claims. Holders of Interests in the Debtors will receive no distribution under the Plan. Distributions under the Plan on account of the Beneficial Trust Interests will be funded by the Liquidation Trust Assets. All other distributions under the Plan, other than distributions on account of Beneficial Trust Interests, will be funded by the Liquidation Trust Claims Reserve, or the Professional Fee Claims Reserve. On the Effective Date, the Debtors shall fund the Liquidation Trust Claims Reserve, the Liquidation Trust Expense Reserve, and Professional Fee Claims Reserve, in full in Cash. A full-text copy of the Disclosure Statement dated February 1, 2024 is available at https://urlcurt.com/u?l=vshlnZ from Stretto, claims agent. Counsel to the Debtors: Matthew B. McGuire, Esq. Matthew R. Pierce, Esq. Joshua B. Brooks, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4416 Email: mcguire@lrclaw.com About Infinity Pharmaceuticals Infinity Pharmaceuticals, Inc., is a research and clinical-development stage biopharmaceutical company with a focus on developing novel drugs for the treatment of cancer. On Sept. 29, 2023, Infinity Pharmaceuticals Inc. and Infinity Discovery Inc. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11640). The Debtors listed $21,232,000 in assets and $58,638,000 in liabilities. The petitions were signed by Seth A. Tasker as chief executive officer. The Debtors tapped Landis Rath & Cobb LLP as bankruptcy counsels. Sonoran Capital Advisors LLC is the Debtors' financial advisor. Wilmer Cutler Pickering Hale and Dorr LLP is the Debtors' special corporate counsel. SSG Advisors LLC is the Debtors' investment banker. Stretto Inc. is the Debtors' notice and claims agent INNOVATIVE DENTAL: Hires Curl Hark & Holliday as Legal Counsel -------------------------------------------------------------- Innovative Dental of Hannibal, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Curl, Hark & Holliday, L.L.C., as its attorneys. The firm will render these services: (a) investigate whether or not any creditors have perfected security interests which are enforceable against the estate of the Debtor-in-possession, and based upon said investigation, to take all necessary steps to invalidate such security interests which have not been property perfected; (b) take all necessary action to protect and preserve the estate of the Debtor-in-possession including the prosecution of actions commenced against them, negotiations concerning all litigation in which they are involved, and objecting to claims filed in these proceedings; (c) prepare on behalf of the Debtor, as Debtor-in-possession, all necessary applications, answers, orders, reports and papers in connection with the administration of the estate; and (d) perform all other necessary legal service in connection with their proceedings. The firm will be paid at these rate: Attorneys $225 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a pre-bankruptcy retainer in the amount of $9,200. John Hark, Esq., a partner at the Law Offices of William B. Kingman, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: John M. Hark, Esq. CURL, HARK & HOLLIDAY 999 Broadway Hannibal MO 63401 Tel: (573) 221-7333 Email: jhark@chhlaw.us About Innovative Dental of Hannibal Innovative Dental of Hannibal is a provider of comprehensive dental care. Innovative Dental of Hannibal, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-20011) on Jan. 30, 2024, listing $1,037,174 in assets and $6,049,362 in liabilities. The petition was signed by Charles W. Janes as member/manager. Judge Kathy A Surratt-States presides over the case. John M. Hark, Esq. at CURL, HARK & HOLLIDAY represents the Debtor as counsel. INNOVATIVE DENTAL: Seeks to Hire Wade Stables as Accountant ----------------------------------------------------------- Innovative Dental of Hannibal, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Wade Stables, PC as its accountant. Paul Richards, principal of Wade Stables, estimates that the cost to prepare the taxes for the Debtor will be $625. The firm agrees that monthly payroll and federal quarterly reports shall be paid at a flat rate of $282 per month, and booking services will be performed at a flat rate of $200 per month. Mr. Richards disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Richards Wade Stables, PC PO Box 796 100 N 6th St. Hannibal, MO 63401 Tel: (573) 221-5998 About Innovative Dental of Hannibal Innovative Dental of Hannibal is a provider of comprehensive dental care. Innovative Dental of Hannibal, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-20011) on Jan. 30, 2024, listing $1,037,174 in assets and $6,049,362 in liabilities. The petition was signed by Charles W. Janes as member/manager. Judge Kathy A Surratt-States presides over the case. John M. Hark, Esq. at CURL, HARK & HOLLIDAY represents the Debtor as counsel. INVESTMENT SOLUTIONS: Hires Richard B. Rosenblatt PC as Counsel --------------------------------------------------------------- Investment Solutions Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ the Law Offices of Richard B. Rosenblatt, PC., its attorneys. The firm's services include: a. giving the Debtor legal advice with respect to her powers and duties as Debtor-in-Possession; b. preparing, as necessary, applications, answers, orders, reports and other legal papers filed by the Debtor; c. preparing a Disclosure Statement and Plan of Reorganization; and d. performing all other legal services for the Debtor which may be necessary. The firm will be paid at these rates: Richard B. Rosenblatt $400 per hour Linda M. Dorney $350 per hour Attorneys $295 per hour Paralegals $150 per hour The firm received a retainer in the amount of $2,500 from Kimberly Bland, managing member of the Debtor. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard B. Rosenblatt, a partner at Law Offices of Richard B. Rosenblatt, PC., 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: Richard B. Rosenblatt, Esq. Linda M. Dorney, Esq. THE LAW OFFICES OF RICHARD B. ROSENBLATT, PC. 30 Courthouse Square, Suite 302 Rockville, MD 20850 Telephone: (301) 838-0098 Email: rrosenblatt@rosenblattlaw.com About Investment Solutions Group, LLC Investment Solutions Group, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 24-10758) on Jan. 30, 2024. At the time of filing, the Debtor estimated up to $50,000 in both assets and liabilities. Richard B. Rosenblatt, Esq. at The Law Offices Of Richard B. Rosenblatt represents the Debtor as counsel. IPWE INC: Asks Court to Approve Bid Rules ----------------------------------------- IPwe, Inc. asked the U.S. Bankruptcy Court for the District of Delaware to approve the bid procedures for the sale of its assets. The company is selling substantially all of its assets to Granicus IP, LLC or to another buyer with a better offer. Under the proposed bid procedures, the deadline for interested buyers to place their bids on the assets is on March 4, at 12:00 p.m. (Eastern Time). Each bid must be accompanied by a cash deposit, which is at least 10% of the purchase price to be paid. An auction will be held on March 5, at 10:00 a.m. (Eastern Time) if the company receives offers by the bid deadline. A court hearing on the sale of the assets to the winning bidder is set for March 8, at 10:00 a.m. (Eastern Time). Granicus, owner of 24% of the common equity of IPwe, will serve as the stalking horse bidder at the auction. Pursuant to the stalking horse term sheet, the total consideration for the assets consists of a credit bid of all outstanding amounts under the debtor-in-possession (DIP) loan; $750,000 in cash; assumption of certain liabilities; and the value of any liens or claims granted by IPwe to the DIP lender as adequate protection. The stalking horse term sheet does not provide for a break-up fee or expense reimbursement. "The successful bidder's purchase agreement will constitute the highest or otherwise best offer for the assets and will provide a greater recovery for [IPwe's] estate than any other available alternative," Ronald Gellert, Esq., the company's attorney, said in a motion filed in court. The motion is on the court's calendar for Feb. 16. About IPwe Inc. IPwe, Inc. has been at the forefront of developing blockchain solutions for IP strategy, collaborating with leading blockchain providers such as IBM, Hyperledger, and CasperLabs since 2018. 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. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10078) on Jan. 24, 2024, with $156,169 in assets and $7,292,376 in liabilities. Leann M. Pinto, chief executive officer, signed the petition. Judge Craig T. Goldblatt oversees the case. Ronald S. Gellert, Esq., at Gellert Scali Busenkell & Brown, LLC represents the Debtor as legal counsel. JL DANIELS: Has $2.5MM Deal to Sell Property to Jay Walker ---------------------------------------------------------- J.L. Daniels Group, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Alabama to sell in a private deal its property at 2628 Wenonah Oxmoor Road, Birmingham, Ala. Jay Walker Enterprises Inc., the proposed buyer, offered $2.5 million for the property. The property is being sold "free and clear" of liens, claims and encumbrances. Jay Walker will not need financing as the transaction will be a cash purchase, according to court filings. About JL Daniels JL Daniels Group, LLC, a company in Birmingham, Ala., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-02503) on Sept. 21, 2023, with $1 million to $10 million in both assets and liabilities. John Caraway, Jr. serves as Subchapter V trustee. Judge D. Sims Crawford oversees the case. Jacquese Antoinette Gary, Esq., at Gary Law, LLC represents the Debtor as bankruptcy counsel. KC TRUCKING: Hires Boddie Plush & Branch as Accountant ------------------------------------------------------ KC Trucking & Equipment, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Boddie, Plush, & Branch CPAs, LLC as accountant. The firm will assist the Debtor in the preparation of tax returns and related tax materials. The firm will be paid at these rates: CPA Partner $229 to $325 per hour Staff Tax Preparer $99 to $169 per hour Administrative Staff $29 to $79 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew Boddie, a partner at Boddie, Plush, & Branch CPAs, 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: Andrew Boddie Boddie, Plush, & Branch CPAs, LLC 901 Shirley Street, Suite B DeRidder, LA 70634 Tel: (337) 462-3768 About KC Trucking & Equipment, LLC KC Trucking & Equipment, LLC, 5-KCT Holdings, LLC and 5-KCT Realty, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Lead Case No. 23-20507) on November 14, 2023. The petitions were signed by Kenneth Crooks as owner. At the time of filing, KC Trucking estimated $3,481,917 in assets and $2,881,888 in liabilities. 5-KCT Holdings disclosed $1,706,175 in liabilities. 5-KCT Realty estimated $880,000 in assets and $1,706,175 in liabilities. Judge John W. Kolwe presides over the cases. Conner L. Dillon, Esq. at Gold, Weems, Bruser, Sues & Rundell represents the Debtors as counsel. KORO KORO: $82K Unsecured Claims to Recover 100% over 5 Years ------------------------------------------------------------- Koro Koro I Inc., submitted an Amended Disclosure Statement describing Plan of Reorganization dated February 1, 2024. The Debtor is a New Jersey corporation that operates a special food services business offering classic Japanese rice balls from 538 Jersey Avenue, Jersey City, New Jersey 07302 (the "Restaurant"). This is a reorganization plan. In other words, the Plan Proponent seeks to accomplish payments under the Plan by reorganization. The Effective Date of the proposed Plan is the date on which the Order of Confirmation becomes a final, non-appealable Order. Class 2 consists of the Secured Claim of LCF Group Inc. The allowed secured claim totaling $14,900.00 paid in full at 3.00% interest through this Plan in 5 annual installments of $3,212.80 commencing October 15, 2024 for a total of $16,064.01 (less any payments made by the Debtor pursuant to the Court's Order Authorizing Use of Cash Collateral). This Class is impaired. Class 6 consists of General Unsecured Claims. Debtor, by and through the Disbursing Agent, shall make 5 equal, annual distributions totaling one 100% distributions to allowed Class 6 claims with first distribution on January 15, 2025. The allowed unsecured claims total $81,932.96. Pursuant to Section 1141 of the Bankruptcy Code, property of the Debtor vests in the Debtor post-confirmation. The Plan will be funded by the Debtor's monthly income, as the Debtor has positive net income to make the required Plan payments, which include the following sources reflected in the Debtor's 5 year projections. The Plan will also be funded to the extent required by contributions from the Debtor's sole shareholder Quentin Dubois. A full-text copy of the Amended Disclosure Statement dated February 1, 2024 is available at https://urlcurt.com/u?l=zEGVWk from PacerMonitor.com at no charge. Counsel for Debtor: Joseph M. Shapiro, Esq. MIDDLEBROOKS SHAPIRO, P.C. 841 Mountain Ave., First Fl. Springfield, NJ 07081 Tel: (973) 218-6877 E-mail: jshapiro@middlebrooksshapiro.com About Koro Koro I Koro Koro I, Inc., is a New Jersey corporation that operates a special food services business offering classic Japanese rice balls from 538 Jersey Avenue, Jersey City, New Jersey 07302. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-19862) on Nov. 6, 2023. In the petition signed by Quentin J. Dubois, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Stacey L. Meisel oversees the case. Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, P.C., is the Debtor's legal counsel. LATIGO PLAZA: Taps Law Offices of William B. Kingman as Counsel --------------------------------------------------------------- Latigo Plaza, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ The Law Offices of William B. Kingman, P.C. as its counsel. The firm's services include: a. advising the Debtor in matters relating to the administration of its bankruptcy estate; b. representing the Debtor in negotiations with creditors and making appearances before the court and the Office of the U.S. Trustee; c. assisting in the preparation of the Debtor's Chapter 11 plan of reorganization, disclosure statement, schedules and pleadings; and d. litigating claims which may be brought in the forms of objections or as adversary proceedings and representing the Debtor in other matters relating to the administration of its Chapter 11 case. The firm will be paid at these rates: William Kingman, Esq. $425 per hour Paralegals and legal assistants $120 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a pre-bankruptcy retainer in the amount of $4,695. William Kingman, Esq., a partner at the Law Offices of William B. Kingman, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: William B. Kingman, Esq. LAW OFFICES OF WILLIAM B. KINGMAN, P.C. 3511 Broadway San Antonio, TX 78209 Tel: (210) 829-1199 Email: bkingman@kingmanlaw.com About Latigo Plaza Latigo Plaza, Inc. d/b/a The Latigo Group is primarily engaged in renting and leasing real estate properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 24-50002) on January 1, 2024, with $1 million to $10 million in assets and liabilities. David B. Brigham, president, signed the petition. William B. Kingman, Esq., of the Law Offices of William B. Kingman represents the Debtor as bankruptcy counsel. LATIGO PROPERTIES: Seeks to Hire William B. Kingman as Counsel -------------------------------------------------------------- Latigo Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ The Law Offices of William B. Kingman, P.C. as its counsel. The firm's services include: a. advising the Debtor in matters relating to the administration of its bankruptcy estate; b. representing the Debtor in negotiations with creditors and making appearances before the court and the Office of the U.S. Trustee; c. assisting in the preparation of the Debtor's Chapter 11 plan of reorganization, disclosure statement, schedules and pleadings; and d. litigating claims which may be brought in the forms of objections or as adversary proceedings and representing the Debtor in other matters relating to the administration of its Chapter 11 case. The firm will be paid at these rates: William Kingman, Esq. $425 per hour Paralegals and legal assistants $120 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a pre-bankruptcy retainer in the amount of $4,695. William Kingman, Esq., a partner at the Law Offices of William B. Kingman, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: William B. Kingman, Esq. LAW OFFICES OF WILLIAM B. KINGMAN, P.C. 3511 Broadway San Antonio, TX 78209 Tel: (210) 829-1199 Email: bkingman@kingmanlaw.com About Latigo Properties Latigo Properties, Inc., doing business as The Latigo Group, is primarily engaged in renting and leasing real estate properties. The company is based in San Antonio, Texas. Latigo Properties filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Texas Case No. 24-50003) on Jan. 1, 2024, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. David B. Brigham, president, signed the petition. William B. Kingman, Esq., at the Law Offices of William B. Kingman represents the Debtor as bankruptcy counsel. LEVI STRAUSS: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable --------------------------------------------------------------- Moody's Investors Service affirmed Levi Strauss & Co.'s (Levi's) Ba1 corporate family rating, Ba1-PD probability of default rating and Ba2 ratings on its senior unsecured notes. The speculative grade liquidity rating (SGL) was downgraded to SGL-2 from SGL-1 and the outlook remains stable. The affirmations reflect Moody's expectation that the company will maintain strong credit metrics and good liquidity as operating performance modestly improves in 2024 reflecting lower product costs and productivity initiatives after operational weakness in fiscal 2023. Levi's revenues were roughly flat and non-GAAP operating income declined by 22% in fiscal 2023 as a result of a high level of promotions to clear excess inventory levels, weak wholesale orders, and elevated input costs. The company announced a two-year initiative to optimize operations to accelerate its shift to DTC (direct-to-consumer), increase efficiency and speed to market, and broaden its product assortment. The program includes a 10-15% workforce reduction with expected net savings of $100 million in 2024. The downgrade of the SGL rating to SGL-2 from SGL-1 reflects Moody's projection for good liquidity over the next 12-18 months. The company's limited free cash flow generation after restructuring charges, capital expenditures and dividends is coupled with ample revolver availability, modest discretionary balance sheet cash, and lack of near-term debt maturities. RATINGS RATIONALE Levi's Ba1 CFR reflects the iconic nature of the Levi's brand, as well as its significant scale and global reach in over 110 countries. The rating also benefits from the company's good liquidity and solid credit metrics, with Moody's-adjusted debt/EBITDA of 2.4x and EBITA/interest expense of 6.0x at the end of fiscal 2023. Governance factors also support the credit profile, including the company's balanced financial strategy. Constraining factors include the company's limited, albeit improving, brand and product diversification, with denim bottoms accounting for 61% of sales. As an apparel company, Levi's faces high fashion risk and intense competition. In addition, while credit metrics have remained solid over the past several years (excluding the 2020 pandemic disruption), the company has not made a commitment to a leverage target and maintains a secured credit facility. The stable rating outlook reflects Moody's expectation for continued solid credit metrics and good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company demonstrates a commitment to maintaining an investment grade profile and capital structure, including credit metrics that are stronger than the quantitative upgrade triggers, with sustained constant-currency revenue growth, which would demonstrate that it is at least maintaining market share, and continued expansion into other product areas, such as tops, outerwear and accessories. Metrics include debt/EBITDA sustained below 2.75 times and EBITA/interest expense sustained above 4.25 times, and maintaining a very good liquidity profile. The ratings could be downgraded if the company were to experience sustained negative revenue trends or margin erosion, liquidity weakens, or if financial policies were to become more aggressive such as utilizing debt to fund shareholder returns or large acquisitions. Credit metrics include debt/EBITDA sustained above 3.25 times or EBITA/interest expense sustained below 3.25 times. Headquartered in San Francisco, California, Levi Strauss & Co. (Levi's) designs and markets jeans and other apparel and accessories under the Levi's, Dockers, Signature by Levi Strauss & Co. and Beyond Yoga brands. The company sells product in more than 110 countries through third-party retailers, direct-to-consumer digital operations and franchised and company-operated stores. Revenue for fiscal 2023 was $6.2 billion. Descendants of the family of Levi Strauss hold the substantial majority of voting power through the company's dual share structure. The principal methodology used in these ratings was Retail and Apparel published in November 2023. LIGHTNING EMOTORS: To Sell All Assets to GERCO for $12.6 Million ---------------------------------------------------------------- Cordes & Company LLP, the appointed receiver of Lightning eMotors Inc. and Lightning Systems Inc. ("LeM"), entered into an asset purchase agreement to sell substantially all of LeM's assets to GERCO LLC for a purchase price of $12.6 million and other consideration, subject to adjustment pursuant to the terms of the APA. The sale will result in a sale, transfer, and conveyance all of LeM's right, title, and interest in the assets described in the APA to purchaser free and clear of all liens, claims, encumbrances, interests and liabilities. On Jan. 26, 2024, the receiver filed the verified emergency motion for order approving asset purchase agreement and confirming sale to winning bidder free and clear of all liens, claims, encumbrances, interests, and liabilities, seeking approval the sale. A copy of the sale motion is available by written request to mstaheli@CordesCo.com. A hearing to approve and authorize the sale will be held before the Court on Feb. 15, 2024, at 9:00 a.m. (prevailing Mountain Time) and otherwise in accordance with any scheduling order entered by the Court. Objection to the sale, must be filed no later than 4:00 p.m. (prevailing Mountain Time) on Feb. 13, 2024. For additional information regarding the sale, contact: Michael L. Staheli Managing Director Cordes & Company - Receiver 7979 E. Tufts Ave., Suite 820 Denver, CO 80237 Tel: (303) 721-8755 Email: mstaheli@cordesco.com Lightning eMotors, Inc. designs and manufactures zero-emission vehicles and charging infrastructure solutions for commercial fleets, large enterprises, original equipment manufacturers, and governments. LOCKHART HOLDINGS: Taps Melanie Murray Mfume as Special Counsel --------------------------------------------------------------- Lockhart Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ the Law Office of Melanie Murray Mfume, LLC as its special counsel. The Debtor owns real property located at 5302 and 5304 F Street SE, Washington, DC which it is in the process of developing. The Property is encumbered by a deed of trust lien which secures the claim of BRMK Lending, LLC. The firm will investigate and prosecute any such claims which the Debtor may have against BRMK. The firm will charge $395 per hour for its services. The Law Office of Melanie Murray Mfume does not represent any interest adverse to the Debtor or the bankruptcy estate in the matters upon which it is to be engaged, according to court filings. The firm can be reached through: Melanie Murray Mfume, Esq. LAW OFFICE OF MELANIE MURRAY MFUME, LLC 1629 K St NW #300 Washington, DC 20006 Phone: (202) 870-1019 About Lockhart Holdings Lockhart Holdings, LLC filed a voluntary petition for Chapter 11 protection (Bankr. D.D.C. Case No. 23-00197) on July 19, 2023, with up to $10 million in both assets and liabilities. Dabrielle Goodwin, managing member, signed the petition. The Law Office of Steven H. Greenfeld, LLC represents the Debtor as legal counsel. LORDSTOWN MOTORS: Asks Court for Additional Time to File Plan ------------------------------------------------------------- Emlyn Cameron of Law360 reports that electric truckmaker Lordstown has asked a Delaware bankruptcy judge to give the Ohio company additional time to submit a Chapter 11 plan before anyone else is allowed to do so in its case, saying negotiations have been productive and that the extra time will allow the parties to resolve disputes over the plan. About Lordstown Motors Corp. Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Mich. and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before Judge Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A., as bankruptcy counsels; Baker & Hostetler, LLP as special counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Troutman Pepper Hamilton Sanders, LLP, as legal counsel and Huron Consulting Group Inc. as financial advisor. LUMEN TECHNOLOGIES: Reports Q4 and Full Year 2023 Results --------------------------------------------------------- Lumen Technologies, Inc. reported results for the fourth quarter ended Dec. 31, 2023. "In 2023, we outlined big, multi-year, strategic priorities including strengthening our balance sheet, executing on key programs to turn the core business around by 2025, and igniting new growth by delivering disruptive innovations that help our customers solve their next-gen networking needs," said Kate Johnson, president and CEO of Lumen. "I am pleased to report that we delivered our 2023 EBITDA and free cash flow guidance, and we made material progress on our strategic priorities." Fourth Quarter 2023 Highlights * Announced an Amended and Restated Transaction Support Agreement on Jan. 25, 2024 which, when completed, based on current participation levels will address maturities of approximately $9 billion of outstanding indebtedness, including more than 77% of debt maturing through 2027 * Completed the $1.8 billion divestiture of its EMEA business and the sale of select CDN contracts * Reported Net Loss of $(1.995) billion for the fourth quarter 2023, which included a non-cash goodwill impairment charge of $1.9 billion, compared to reported Net Loss of $(3.069) billion for the fourth quarter 2022, which included a non-cash goodwill impairment charge of $3.271 billion * Reported diluted loss per share of $(2.03) for the fourth quarter 2023, compared to diluted loss per share of $(3.08) for the fourth quarter 2022. Excluding Special Items, diluted earnings per share was $0.08 for the fourth quarter 2023, compared to $0.43 diluted earnings per share for the fourth quarter 2022 * Generated Adjusted EBITDA of $1.099 billion for the fourth quarter 2023, compared to $1.393 billion for the fourth quarter 2022, excluding the effects of Special Items of $211 million and $583 million, respectively * Reported Net Cash Provided by Operating Activities of $784 million for the fourth quarter 2023 * Generated Free Cash Flow of $50 million for the fourth quarter 2023, compared to $126 million for the fourth quarter 2022, excluding cash paid for Special items of $87 million and $118 million, respectively Full Year 2023 Financial Highlights * Reduced Net Debt by $1.6 billion * Reported Net Loss of $(10.298) billion for the full year 2023, which included non-cash goodwill impairment charges of $10.693 billion, compared to reported Net Loss of $(1.548) billion for the full year 2022, which included a non-cash goodwill impairment of $3.271 billion * Reported diluted loss per share of $(10.48) for the full year 2023, compared to diluted loss per share of $(1.54) for the full year 2022. Excluding Special Items, diluted EPS of $0.20 per share for the full year 2023, compared to $1.55 diluted EPS for the full year 2022 * Generated Adjusted EBITDA of $4.628 billion for the full year 2023, compared to $6.858 billion for the full year 2022, excluding the effects of Special Items of $482 million and $155 million, respectively * Reported Net Cash Provided by Operating Activities of $2.160 billion for the full year 2023 * Negative Free Cash Flow of $(878) million for the full year 2023, compared to $2.260 billion for the full year 2022, excluding cash paid for Special Items of $62 million and $541 million, respectively Revenue Total Revenue was $3.517 billion for the fourth quarter 2023, compared to $3.800 billion for the fourth quarter 2022. Cash Flow Free Cash Flow, excluding Special Items, was $50 million in the fourth quarter 2023, compared to $126 million in the fourth quarter 2022. As of Dec. 31, 2023, Lumen had cash and cash equivalents of $2,234 million. 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. As reported by the TCR on Feb. 1, 2024, S&P Global Ratings lowered its issuer credit rating (ICR) on U.S.-based telecommunications service provider Lumen Technologies Inc. to 'CC' from 'CCC+' and removed the rating from CreditWatch where it was placed with negative implications on Nov. 2, 2023. M6 ETX II: Moody's Downgrades CFR & Senior Secured Term Loan to B2 ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of M6 ETX Holdings II MidCo LLC, including its Corporate Family Rating to B2 from B1, Probability of Default Rating to B2-PD from B1-PD and senior secured term loan rating to B2 from B1 and maintained the stable outlook. "The downgrade reflects continued high leverage as a result of reduced new well activity in the Haynesville, M6 ETX's core operating area," says Thomas Le Guay, a Moody's Vice President. "Throughput from existing wells and predominantly fixed-fee contracts will continue to support M6 ETX's operating performance". RATINGS RATIONALE The downgrade of the CFR to B2 reflects Moody's expectation that M6 ETX's adjusted debt/EBITDA will remain above 5.0x over the next 12-18 months. Lower natural gas prices through 2023 and early 2024 and heightened competition from basins with more competitive production costs triggered a significant reduction in the drilling of new wells in the Haynesville Shale of East Texas, where M6 ETX operates, and slowed down the pace of growth in the company's earnings. Higher interest costs will also continue to exert negative pressure on the company's interest coverage and free cash flow generation. Moody's expects M6 ETX's adjusted EBITDA/Interest expense to remain below 2.0x over the next 12-18 months. M6 ETX's B2 CFR continues to reflect Moody's expectation of stable operating performance from the company's integrated gas gathering processing and pipeline assets associated with predominantly fixed-fee contracts from investment-grade customers. Capital spending requirements, decreasing in line with new well activity, will partially offset the decline in free cash flow. The stable outlook reflects Moody's expectation that M6 ETX will continue to gradually reduce its leverage to below 6.0x in the next 12 months. M6 ETX will maintain adequate liquidity through mid-2025. As of 30 September 2023, the company had cash and cash equivalents of $35 million and full availability under its $75 million revolving credit facility scheduled to mature in August 2027 (unrated). Cash from operations of around $60 million in 2024 will be insufficient to cover planned reduced capital expenditures and debt amortization payments, resulting in slightly negative free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company delivers growth in earnings and leverage reduction, with debt/EBITDA declining sustainably below 5.0x and EBITDA/Interest expense rising above 2.0x, as well as steady positive free cash flow. The ratings could be downgraded should debt/EBITDA fail to decline below 6.0x, or if EBITDA/Interest expense declines below 1.5x, or if liquidity weakens. M6 ETX is a private company operating midstream natural gas gathering and processing (G&P) facilities and pipelines in East Texas. The company has 700,000 dedicated G&P acres, over 3,800 miles of pipeline and more than 2 billion cubic feet per day (Bcf/d) of transportation capacity. M6 ETX is owned by EnCap Flatrock Midstream and other legacy sponsors. The principal methodology used in these ratings was Midstream Energy published in February 2022. MAGENTA BUYER: DWS Floating Marks $287,525 Loan at 35% Off ---------------------------------------------------------- DWS Floating Rate Fund has marked its $287,525 loan extended to Magenta Buyer LLC to market at $186,275 or 65% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in DWS Floating's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. DWS Floating is a participant in a First Lien Term Loan (90-day average SOFR + 5%) to Magenta Buyer LLC. The loan accrues interest at a rate of 10.647%. The loan matures on July 27, 2028. DWS Floating Rate Fund is a diversified series of Deutsche DWS Portfolio Trust, which is registered under the Investment Company Act of 1940, as amended, as an open-end investment management company organized as a Massachusetts business trust. Magenta Buyer LLC is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MARTIN MIDSTREAM: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Martin Midstream Partners, L.P. (Martin) and Martin Midstream Finance Corp.'s (FinCo) Long-Term (LT) Issuer Default Rating (IDR) at 'B-'. Fitch has also upgraded the instrument rating of Martin's Second Lien Secured Notes to 'B+'/'RR2' from 'B'/'RR3', which are co-issued by FinCo. The Rating Outlook is Stable. The upgrade of the second lien notes rating reflects Fitch's expectation of an increase in recovery percentage in case of bankruptcy to 71%-90% from 51%-70% as a result of step downs in the first lien secured revolving credit facility's commitment size from $200 million to $175 million in June 2023, and further step down to $150 million expected in June 2024. The ratings also reflect Fitch's expectations that 70%-75% of Martin's EBITDA will be derived from fee-based contracts with longstanding customers. Concerns include the majority of the EBITDA being exposed to volumetric risks, including about 25%-30% related to commodity price relationships, and limited headroom under the interest coverage covenant of Martin's credit facility, which may exhibit liquidity constraints. The Stable Outlook reflects Fitch's expectations of reasonably stable activity levels in the oil and gas producing region of the U.S. Gulf coast, unlikelihood of large EBITDA swings given the degree of Martin's business line diversity, and somewhat reduced near-term liquidity needs primarily due to no near-term debt maturities. KEY RATING DRIVERS Size and Scope Limitations Marginally Offset by Diversity: Martin has a modest size in terms of EBITDA, and limited scope due to the majority of its operations being concentrated in the oil and gas producing region of the U.S. Gulf coast. Disadvantaged by small size, Martin has limited headroom to bear large downswings in EBITDA, which could heighten liquidity concerns. However, the U.S. Gulf coast region boasts a leading array of petrochemical facilities, and Fitch expects activity levels in the region, particularly refinery utilization rates, which drive most of Martin's business, to remain stable in the medium term, somewhat counterbalancing the geographic concentration risks. Fitch views Martin's level of business diversity positively for a company of its size. Martin has exposure to multiple commodities and also conducts business with some non-oil and gas customers. It is unlikely that multiple businesses of Martin will be affected simultaneously, hence Fitch does not anticipate large swings in EBITDA over the forecast period, partially neutralizing size limitations. Cashflow Tempered by Volumetric & Commodity Exposure: Nearly 70%-75% of Martin's EBITDA is expected to come from fee-based, short- and long-term contracts, reducing risks of commodity price exposure. Around 35%-40% of the EBITDA is expected to come from fee-based long-term contracts, including approximately 10%-12% from revenue assurance type minimum volume commitment (MVC) contracts. However, most of Martin's cashflow contain volumetric risks, including 25%-30% expected to come from margin-based Fertilizer, Lubricants & Grease, and Propane businesses that are dependent on commodity price relationships, and have been subject to thin profitability in certain quarters. Martin's exit from the highly volatile Butane Optimization business in 1H23, which was loss making in some quarters, alleviates the cashflow profile to an extent. However, the majority of earnings being exposed to volumetric risks including a considerable portion dependent on commodity prices, remain a source of cashflow variability for the company. Market Fundamentals Weigh on Financial Flexibility: Fitch's Global Economic Outlook (GEO) for U.S. interest rates, and its oil and gas price deck, among other things, form the basis of Fitch's financial forecast for Martin. Martin's debt interest burden is expected to remain elevated, at least in the near-term, given the current interest rate environment. In addition, the current inflationary environment along with backwardation in commodity prices envisaged in Fitch's price deck, is expected to weigh on Martin's EBITDA growth. Fitch estimates the foregoing factors combined are expected to pressure interest coverage, keeping it close to the covenants on Martin's revolving credit facility. Therefore, from time to time, most, but not all of the commitment under the revolver will be available. Martin is expected to continue maintaining a modest cash balance, leaving the revolver its only source of liquidity. Fitch however, acknowledges, with Martin's exit from the Butane business, and no near-term debt maturities, Martin's near-term liquidity needs have rather eased. Growth Initiatives Offer Potential Upside: Martin is executing on the previously announced joint venture with Samsung C&T America, Inc. and Dongjin USA, Inc. to produce Electronic Level Sulfuric Acid (ELSA). The joint venture is constructing a facility that will produce high quality ELSA, required for semiconductor manufacturing. Martin will be the exclusive provider of feedstock to the ELSA facility, for which it will receive a monthly reservation fee and processing fee. In addition, Martin will also receive its share of joint venture distributions. Fitch expects the project to drive EBITDA growth starting in 1Q25, and also create additional EBITDA headroom. Relationship with Parent and Top Customers: Martin's largest customer is Martin Resource Management Corporation (MRMC), which is also one of its vendors, and is expected to account for nearly 15% of Martin's EBITDA. In applying Fitch's Parent Subsidiary Linkage Criteria, Fitch identifies that MRMC, which is also Martin's general partner, as Martin's parent. Fitch evaluates MRMC's consolidated profile to be approximately similar to Martin's standalone credit profile. Therefore, Martin's ratings do not consider linkage factors. In the past, MRMC has contributed assets to Martin and has been supportive of the company's credit profile. While future drop down transactions are not anticipated, Fitch expects MRMC to remain a supportive parent, at least in the near term. Martin has maintained longstanding relationships spanning over two decades with its top customers, reducing the risks associated with the company's high exposure to short-term contracts. Its top customers are expected to drive over 60% of the EBITDA, many of which are investment-grade counterparties; however, most are high-yield or unrated private companies deemed to be high-yield. DERIVATION SUMMARY Martin is somewhat unique relative to Fitch's midstream coverage given its diversification along the midstream value chain. In the context of regionally focused smaller midstream companies with EBITDA under $300 million, M6 ETX Holdings II MidCo LLC (M6; B+/Stable) and Medallion Midland Acquisition, L.P. (Medallion; B+/Stable) are peers comparable with Martin. M6 is a natural gas gathering and processing (G&P) company located in the Haynesville, and Medallion is a crude oil gathering and intra-state transportation service provider located in the Permian. Both Haynesville and the Permian are regarded as one of the most prolific oil and gas producing regions, also advantaged by proximity to the U.S. Gulf coast export markets. M6, similar to Martin, is expected to generate the majority of its EBITDA under fixed-fee volume exposed contracts. However, M6 has a relatively smaller portion of EBITDA exposed to margins on commodity prices at about 10%-15% compared with Martin's 25%-30% exposure. M6 also has 20%-25% of its EBITDA coming from revenue assurance type take-or-pay contracts, which compares favorably with Martin's only 10%-12% of the EBITDA under revenue assurance type contracts. EBITDA leverage for both M6 and Martin is comparable, but Martin is disadvantaged by low interest coverage leading to tighter financial flexibility. A relatively smaller portion of EBITDA exposed to margins on commodity prices, greater portion of EBITDA under revenue assurance type contracts, and better financial flexibility are the primary drivers for difference in IDRs of M6 and Martin. The majority of Medallion's EBITDA is exposed to volumetric risks with minimal revenue assurance type contracts. Though volume exposed, Medallion is expected to continue benefitting from growth in the Permian, which is an offsetting factor. Only about 10%-15% of Medallion's EBITDA is exposed to margin-based dependent on commodity price relationship, which compares favorably with Martin. EBITDA leverage at Medallion is expected to be comparable with Martin; however, Medallion is expected to have greater financial flexibility. A relatively better outlook for activity levels in the Permian, compared with refinery utilization rates in the U.S. Gulf coast region, lower exposure to margin-based EBITDA, and better financial flexibility, are the key factors accounting for the difference in IDRs of Medallion and Martin. KEY ASSUMPTIONS - Fitch's base case of Natural Gas at Henry Hub of $2.8/mcf, $3.25/mcf, $3/mcf, $2.75/mcf in 2023, 2024, 2025, and 2026 and mid-cycle, respectively; - Fitch's base case West Texas Intermediate (WTI) oil price of $78, $77, $65, $60, and $57 in 2023, 2024, 2025, 2026, and mid-cycle, respectively; - Oil and Gas activity levels in the U.S. Gulf coast region consistent with Fitch's base case for oil and gas prices; - Base interest rate for the credit facility reflects Fitch's Global Economic Outlook, e.g., 5.5%, 4.75%, and 3.5% for 2023, 2024, and 2025 respectively; - Successful execution of Project ELSA and growth capital spend consistent with management guidance; - Common dividends remain consistent with the current levels; - No further M&A, asset divestitures, business exits, or large growth projects over the forecast period. RECOVERY ANALYSIS For the Recovery Rating, Fitch estimates the company's going-concern value was greater than the liquidation value. The going-concern multiple used was a 6.0x EBITDA multiple, which is in the range of most multiples seen in recent reorganizations in the energy sector. There have been a limited number of bankruptcies within the midstream sector. Two recent gathering and processing bankruptcies of companies indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best estimates. In Fitch's recent bankruptcy case study report, "Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries," published in September 2023, the median enterprise valuation exit multiple for the 51 energy cases with sufficient data to estimate was 5.3x, with a wide range of multiples observed. Fitch assumed a going-concern EBITDA of approximately $85 million, which reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which it has based the company's valuation. As per criteria, the going concern EBITDA reflects some residual portion of the distress that caused the default. Fitch calculated administrative claims to be 10%, and a fully drawn credit facility, which are standard assumptions. The outcome is a 'B+'/'RR2' rating for the Senior Second Lien Secured Notes, which corresponds to an expected recovery in the range of 71% to 90%. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA interest coverage above and expected to sustain above 3.0x; - EBITDA leverage below and expected to sustain below 3.5x; - Material change to cash flow stability profile or a greater proportion of EBITDA derived from long-term MVC type contracts. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA interest coverage sustained below 2.0x; - EBITDA leverage sustained above 5.0x; - Weakening of the liquidity profile. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: As of Sept. 30, 2023, Martin had a total liquidity of approximately $84.2 million. Martin had roughly $54,000 cash on its balance sheet; and though Martin had approximately $103 million available (net of $9.4 million in letters of credit) under its $175 million first lien secured revolving credit facility maturing on Feb. 8, 2027, it was only able to access approximately $84 million, given the financial covenants. The revolver size steps down to $150 million on June 30, 2024, and includes a $50 million accordion subject to certain conditions. Martin's nearest maturity is the revolver, followed by the $400 million 11.5% Second Lien Secured Notes due February 2028. The covenants on the credit facility requires Martin to maintain a minimum interest coverage ratio of 2.0x, a maximum first lien leverage ratio of 1.5x, and a maximum total leverage ratio of 4.75x until December 31, 2024, stepping down to 4.5x thereafter. As of Sept. 30, 2023, Martin was compliant with all the covenants, and had an interest coverage ratio of 2.2x, first lien leverage ratio of 0.53x, and total leverage ratio of 3.95x. Fitch expects Martin to remain compliant with all the covenants at least in the near term. Martin however, occasionally, may not be able to access the full revolver capacity due to the covenants. Fitch also acknowledges that due to Martin's exit from the Butane Optimization business in 1H23, the company's working capital needs are somewhat reduced. ISSUER PROFILE Martin is a publicly traded (NASDAQ: MMLP) limited partnership that owns and operates midstream assets primarily in the Gulf coast region of USA. ESG CONSIDERATIONS Martin has an ESG Relevance Score of '4' for Governance Issues for its Group Structure. Martin operates under a complex group structure with exposure to financial issues arising elsewhere in the group. This has a negative impact on its credit profile and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. MERCON COFFEE GROUP: Hopes Chapter 11 Sale Will Resolve Seizure Row ------------------------------------------------------------------- Rick Archer of Law360 reports that counsel for coffee supplier Mercon Coffee Group told a New York bankruptcy judge Tuesday, January 30, 2024, the company hopes the progress it has made toward a sale of its assets will help resolve the seizure of its Nicaraguan subsidiary in a tax dispute. About Mercon Coffee Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a supplier of green coffee to the international coffee roasting industry. Mercon is headquartered in the Netherlands and has offices around the globe. Mercon Coffee Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7, 2023. In the petition filed by CRO Harve Light, the Debtor reported assets and liabilities between $100 million and $500 million each. Judge Michael E. Wiles oversees the case. The Debtors are represented by Blaire Cahn, Esq. at Baker & McKenzie LLP. METAVINE INC: Has Deal on Cash Collateral Access ------------------------------------------------ Metavine, Inc. and Costella Kirsch VII, L.P. advised the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The Debtor requires the use of cash collateral to pay post-petition expenses. CK asserts an interest in the Debtor's cash collateral and a lien against the Debtor's assets securing CK's rights under certain Warrants to purchase shares of preferred stock of the Debtor. The parties agreed that the Debtor may use cash collateral for the period from the Petition Date through and including July 31, 2024. A copy of the stipulation is available at https://urlcurt.com/u?l=J6L4fT from PacerMonitor.com. About Metavine, Inc. Metavine delivers a no-code digital agility platform and has successfully acquired enterprise customers in a range of industries, including Internet-of-Things (IoT), banking, healthcare, telematics, and sales and marketing. Metavine brings an innovative approach to the application lifecycle by enabling companies to achieve cloud-first digital agility, thereby reducing time to marketing, optimizing utilization of resources, and rapidly innovating and delivering disruptive business solutions. Metavine, Inc. in Covina, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10025) on January 3, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Angel Orrantia as chief executive Officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. serve as the Debtor's legal counsel. DTO LAW as co-counsel. MID-STATES PAINT: Hires Desai Law Firm as Bankruptcy Counsel ------------------------------------------------------------ Mid-States Paint, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ The Desai Law Firm, LLC as its counsel. The firm's services include: a. advising the Debtor with respect to its rights, power and duties in this Chapter 11 case; b. assisting and advising the Debtor in its consultations with the Subchapter V trustee; c. assisting the Debtor in analyzing the claims of creditors and negotiating with such creditors; d. assisting in the investigation of the assets, liabilities and financial condition of the Debtor and reorganizing the Debtor's business; e. advising the Debtor in connection with the sale of its assets or business; f. assisting the Debtor in its analysis of and negotiation with any third-party concerning matters related to, among other things, the terms of a plan of reorganization; g. assisting and advising the Debtor with respect to any communications with the general creditor body regarding significant matters in this case; h. commencing and prosecuting necessary and appropriate actions and proceedings on behalf of the Debtor; i. reviewing, analyzing or preparing legal documents; j. representing the Debtor at all hearings and other proceedings; k. conferring with other professional advisors in providing advice to the Debtor; l. performing all other necessary legal services in this case as may be requested by the Debtor; and m. assisting and advising the Debtor regarding pending litigation matters in which it may be involved. Desai Law Firm will be paid at these rates: Partners $385 per hour Associates $250 per hour Paralegals $125 per hour The firm received advance payment of $10,000. Spencer Desai, Esq., a partner at Desai Law Firm, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Spencer P. Desai, Esq. THE DESAI LAW FIRM, LLC 13321 North Outer Forty Road, Suite 300 St. Louis, MO 63017 Tel: (314) 666-9781 Fax: (314) 448-4320 Email: spd@desailawfirmllc.com About Mid-States Paint, LLC Mid-States Paint, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 24-40277) on Jan. 29, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Bonnie L Clair presides over the case. Spencer P. Desai, Esq. at The Desai Law Firm, LLC represents the Debtor as counsel. MILLENIA HOLDING: Seeks to Hire Kosto & Rotella as Legal Counsel ---------------------------------------------------------------- Millenia Holding Group, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Kosto & Rotella, P.A. as its counsel. Kosto & Rotella will render these legal services: (a) advise the Debtor regarding its rights, powers, duties and obligations in the operation of its business and management of its property; (b) prepare pleadings and applications and conduct examinations incidental to administration; (c) advise and represent the Debtor in connection with all applications, motions or complaints; (d) examine and object to the claims of creditors in this case; (e) advise and assist the Debtor in the formulation and presentation of a plan of reorganization; and (f) perform other legal services for the Debtor. The firm's hourly rates are as follows: Attorneys $400 Paralegal $100 The firm received a retainer in the amount of $25,000. Lawrence Kosto, Esq., an attorney at Kosto & Rotella, 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: Lawrence M. Kosto, Esq. KOSTO & ROTELLA, PA 619 East Washington Street Post Office Box 113 Orlando, FL 32802 Telephone: (407) 425-3456 Facsimile: (407) 423-9002 Email: lkosto@kostoandrotella.com About Millenia Holding Group, LLC Millenia Holding Group, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00425) on Jan. 30, 2024, listing $500,001 to $1 million in both assets and liabilities. Judge Grace E Robson presides over the case. Lawrence M Kosto, Esq. at Kosto & Rotella, P.A. represents the Debtor as counsel. MIRACLE HILL: Hires Carr Riggs & Ingram as Accountant ----------------------------------------------------- Miracle Hill Nursing and Rehabilitation Center, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ Carr, Riggs, & Ingram, LLC as accountant. The firm will provide assistance to the Debtor in preparing its state and federal tax returns, including proposing adjusting journal entries and preparing proposed property tax returns, if requested by the Debtor. The firm will also prepare audits for the years ended June 30, 2022 and July 30, 2023. The firm will be paid $3,000 per tax return, which would result in a total fee of $6,000 for Tax Return Services. The firm will also be paid an estimate of $30,000 to $35,000 plus expenses for each audit, which would result in an estimated total fee of $60,000 to $70,000, plus expenses for the Audit Services. 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: Carr, Riggs, & Ingram, LLC 1601 2nd Avenue East Oneonta, AL 35121 Tel: (205) 517-6914 Fax: (205) 709-1299 About Miracle Hill Nursing and Rehabilitation Center, Inc. Miracle Hill Nursing and Rehabilitation Center, Inc. filed Chapter 11 petition (Bankr. N.D. Fla. Case No. 23-40398) on Oct. 12, 2023, with up to $10 million in both assets and liabilities. Chris A. Burney, president, signed the petition. Judge Karen K. Specie oversees the case. The Debtor tapped Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Poster, PA as bankruptcy counsel and James D. Gibson, Esq., at Gibson Kohl, PL as special litigation counsel. MV REALTY PBC: Committee Taps Kroll as Forensic Accountant ---------------------------------------------------------- The official committee of home benefits agreement holders of MV Realty PBC, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kroll Associates, Inc. as its forensic accountants. Kroll will assist the Committee in carrying out its investigative powers and duties in this case. The firm will be paid at these hourly rates: Managing Director $850 Associate Managing Director $675 Senior Advisor $675 Senior Manager $550 Manager $450 Associate Manager $400 Associate $350 Intern $100 Kroll's engagement contemplates a $25,000 monthly fee budget (with a cap on total fees in the amount of $125,000), irrespective of the $50,000 per month carveout for the Committee's professionals. The Committee believes that Kroll is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The firm can be reached through: Pamela J. Parizek Kroll Associates, Inc. 555 12th Street NW Suite 600 Washington D.C. 20004 Phone: (202) 649-1240 About MV Realty PBC MV Realty PBC, LLC, is a real estate brokerage firm based in Boca Raton, Fla. MV Realty and its affiliates filed Chapter 11 petitions (Bankr. S.D. Fla. Lead Case No. 23-17590) on Sept. 22, 2023. In the petitions signed by Antony Mitchell, authorized party, MV Realty disclosed $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Erik P. Kimball oversees the cases. The Debtors tapped Seese, PA as bankruptcy counsel; Young Moore and Henderson, PA as local counsel; and Carpenter Lipps LLP and Frascona Joiner Goodman and Greenstein PC as special litigation counsel. MV REALTY PBC: Hires Development Specialist as Expert Witness ------------------------------------------------------------- MV Realty PBC, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Development Specialist, Inc. as expert witness. The firm will provide an expert report and testimony in connection with the Debtors' claims and defenses, including relating to the Debtors' ability to reorganize. The firm will be paid at the rate of $470 to $745 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. 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: Joseph Luzinski Development Specialist, Inc. 500 West Cypress Greek Road, Suite 400 Fort Lauderdale, FL 33309 Tel: (305) 374-2717 Fax: (305) 374-2718 About MV Realty PBC, LLC MV Realty PBC, LLC is a real estate brokerage. The Debtor and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Lead Case No. 23-17590) on September 22, 2023. In the petition signed by Antony Mitchell, authorized party, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Erik P. Kimball oversees the case. Michael D. Seese, Esq., at Seese, PA, represents the Debtor as legal counsel. NANOSTRING TECHNOLOGIES: Seeks $142.5MM DIP Loan from Wilmington ---------------------------------------------------------------- Nanostring Technologies, Inc. and affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and obtain postpetition financing. The DIP Facility will consist of a term loan credit facility in the aggregate maximum principal amount of $142.5 million, consisting of approximately $47.5 million in new money commitments to the Debtors and a conversion of approximately $95 million of obligations under the Prepetition Notes Documents into postpetition DIP Facility obligations. Wilmington Trust, National Association, is the administrative agent under the DIP facility. The Debtors are required to comply with these milestones: (a) By the date that is no later than three days after the Petition Date, the Bankruptcy Court must have entered the Interim DIP Order, in form and substance reasonably satisfactory to theDebtors and the Required Lenders; (b) By the date that is no later than 30 days after the Petition Date, the Bankruptcy Court must have entered the Final DIP Order, is in form and substance reasonably satisfactory to the Debtors and the Required Lenders; (c) By the date that is no later than 35 days after the Petition Date, the Borrower must have filed a motion, in form and substance reasonably satisfactory to theRequired Lenders, requesting entry of the Bidding Procedures Order; (d) By the date that is no later than 60 days after the Petition Date, the Bankruptcy Court must have entered the Bidding Procedures Order, in form and substance reasonably satisfactory to the Debtors and the Required Lenders; (e) By the date that is 90 days after the Petition Date, the Borrower must have conducted an auction for the sale of substantially all of its assets (if necessary) and must have selected one or more successful bidder(s); (f) By the date that is no later than 100 days after the Petition Date, the Bankruptcy Court must have entered a Sale Order either (i) with respect to all of the equity interests in the Borrower, (ii) with respect to substantially all of the Borrower's assets, or (iii) with respect to the sale or the nCounter business, in each case, with the Prepetition Lenders, that is in form and substance satisfactory to the Required Lenders; (g) By the date that is no later than 130 days after the Petition Date, the Borrower must have consummated the transaction approved by the Sale Order; (h) By the date that is no later than 125 days after the Petition Date, the Bankruptcy Court must have entered a Disclosure Statement Order that is in form and substance reasonably satisfactory to the Debtors and the Required Lenders; (i) By the date that is no later than 160 days after the Petition Date, the Borrower must have obtained an entry of an order confirming an Acceptable Plan, and such order to be in form and substance reasonably satisfactory to the Debtors and the Required Lenders; and (j) By the date that is no later than 170 days after the Petition Date, the effective date of the Acceptable Plan must have occurred. The Debtors have $281 million in prepetition debt as of the Petition Date, consisting of outstanding principal obligations arising under (i) the Prepetition 2026 Secured Notes, (ii) the Prepetition 2025 Notes, and (iii) other unsecured obligations. Debtor NanoString Technologies, Inc., its affiliate guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, are parties to the 2026 Indenture, dated November 7, 2023. Under the 2026 Indenture, the Debtors authorized the issuance of 6.95% Notes in an initial aggregate principal amount of $215.724 million and Warrants to purchase 16 million shares of the Debtors' common stock, $0.0001 par value per share. NanoString Technologies is also party to the Indenture, dated as of March 9, 2020 with U.S. Bank Trust, as successor in interest to U.S. Bank National Association as trustee, pursuant to which the Debtors authorized the issuance of 2.625% Convertible Senior Notes in an initial aggregate principal amount of $230 million. The maturity date of the Prepetition 2025 Notes is March 1, 2025. Under the Exchange Agreement, in November 2023, holders of the majority of Prepetition 2025 Notes exchanged their Prepetition 2025 Notes and received Prepetition 2026 Secured Notes and Warrants. As a result, as of the Petition Date, only approximately $14 million of principal remains outstanding under the Prepetition 2025 Notes, plus accrued and unpaid interest. As security for any First Lien Diminution in Value of the Prepetition First Lien Collateral, subject and subordinate only to the Carve Out and the DIP Liens, additional and replacement, valid, binding, enforceable, non-avoidable, and effective and automatically perfected postpetition security interests in and liens as of the date of the Interim DIP Order. As further adequate protection, and to the fullest extent provided by 11 U.S.C. sections 503(b), 507(a), and 507(b), the Prepetition First Lien Adequate Protection Claims will be, subject and subordinate to the Carve Out, allowed superpriority administrative expense claims in each of the Chapter 11 Cases. A copy of the motion is available at https://urlcurt.com/u?l=Aiigw6 from PacerMonitor.com. About NanoString NanoString Technologies, Inc. offers an ecosystem of innovative discovery and translational research solutions and empowers its customers to map the universe of biology. The Debtor and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10160) on February 4, 2024. In the petition signed by R. Bradley Gray, president and chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Willkie Farr & Gallagher LLP, led by Rachel C. Strickland, Esq., Debra M. Sinclair, Esq., Betsy L. Feldman, Esq. and Jessica D. Graber, Esq.; and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the Debtors as legal counsel. The Debtors hired AlixPartners, LLP as their financial advisor. Gibson Dunn & Crutcher LLP serves as counsel to certain DIP Lenders. Sullivan & Cromwell LLP also serves as counsel to certain DIP Lenders. Richards, Layton & Finger acts as Delaware bankruptcy counsel to the DIP Lenders. Houlihan Lokey Capital, Inc. serves as financial advisors to the DIP Lenders. Alston & Bird and Potter Anderson act as counsel and Delaware counsel, respectively, to the DIP Agent. NATIONAL RIFLE ASSOCIATION: General Counsel Defended CEO LaPierre ----------------------------------------------------------------- Rachel Scharf of Law360 reports that the general counsel of the National Rifle Association defended former CEO Wayne LaPierre as "very open and honest" during testimony in the New York attorney general's fraud trial Tuesday, January 30, 2024, but said LaPierre at times made consequential legal decisions without consulting him or the organization's board. About National Rifle Association Founded in 1871 in New York, the National Rifle Association of America is a gun rights advocacy group. The NRA claims to be the longest-standing civil rights organization and has more than five million members. Seeking to move its domicile and principal place of business to Texas amid lawsuits in New York, the National Rifle Association of America sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously sought Chapter 11 protection (Case No. 21-30080). The NRA was estimated to have assets and liabilities of $100 million to $500 million as of the bankruptcy filing. Judge Harlin Dewayne Hale oversees the cases. The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as their bankruptcy counsel, and Brewer, Attorneys & Counselors as their special counsel. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP and AlixPartners, LLP serve as the committee's legal counsel and financial advisor, respectively. * * * Following a 12-day trial, U.S. Bankruptcy Judge Harlin D. Hale dismissed the National Rifle Association's Chapter 11 case Tuesday, May 11, 2021, after finding the group filed its petition in bad faith in order to gain advantage in litigation brought by New York's attorney general. New York Attorney General Letitia James sought the dismissal of the case. The judge condemned the NRA's attempts to avoid accountability, making clear that the organization's actions were "not an appropriate use of bankruptcy." NEW HAPPY: Court Approves and Confirms Plan ------------------------------------------- Judge Jeffery W. Cavender has entered an order that the Plan of New Happy Food Company, et al. and each of its provisions (whether or not specifically approved herein) are approved and confirmed under section 1129 of the Bankruptcy Code. The Plan complies with all applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the local bankruptcy rules of the Court. As set forth in the Report of Balloting, the Plan was not accepted by all Classes, though no classes voted against the Plan. Classes 3, 5, 6, and 7 did not participate or vote on the Plan; thus the Debtor must confirm the Plan under Section 1129(b) of the Bankruptcy Code. After the Effective Date, all property and assets of the Consolidated Estate of the Debtors, and any other assets or property acquired by the Debtors or the Reorganized Debtors under or in connection with the Plan, shall vest in the Reorganized Debtors free and clear of all Claims, liens, encumbrances, charges and other interests, without supervision or approval of the Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules other than those restrictions expressly imposed by the Plan and this Confirmation Order. U.S. Small Business Administration. The following modification to the Plan is made a part of this Order and the Plan at Section 5.04(c)(ii) is amended and modified accordingly pursuant to 11 U.S.C. s 1127 to reduce the applicable rate of interest as to the SBA Secured Claim: (ii) Distributions. The SBA Secured Claim will be settled and satisfied in full by payment of 100% of the allowed amount of such claim, plus interest at the rate of 3.75% interest per annum, in approximate monthly installments of $2,246.81 per month, beginning on the Initial Distribution Date, with such payments calculated based on a fifteen year amortization, until the SBA Secured Claim is paid in full. U.S. Department of Treasury - Internal Revenue Service. The following modification to the Plan is made a part of this Order and the Plan is amended and modified accordingly pursuant to 11 U.S.C. §1127 as to the claims of the IRS: The IRS has asserted a claim against NHC, which is evidenced by Amended Claim No. 5 filed in the Claims Register on July 21, 2023 (the "NHC IRS Claim"). The NHC IRS Claim asserts a total claim amount of $3,272.18, comprised of: an unsecured priority claim in the amount of $2,774.92 (the "NHC IRS Priority Claim"), and a general unsecured claim in the amount of $497.26 (the "NHC IRS Unsecured Claim"). Additionally, the IRS has asserted a claim against You Nay Khao, which is evidenced by Amended Claim No. 5 filed in the Claims Register on December 5, 2023 (the "Khao IRS Claim"). The Khao IRS Claim asserts a total claim amount of $85,213.09, comprised of: an unsecured priority claim in the amount of $67,044.37 (the "Khao IRS Priority Claim"), and a general unsecured claim in the amount of $18,168.72 (the "Khao IRS Unsecured Claim"). Notwithstanding anything to the contrary contained herein or in the Plan, the NHC IRS Priority Claim shall be paid in equal monthly installments of $112.68 commencing on the 1st day of the first full month following the Effective Date and continuing by the 1st day of each subsequent month (or the next Business Day if the 1st day is not a business day), until paid in full, and the Khao IRS Priority Claim shall be paid in equal monthly installments of $2,722.34 commencing on the 1st day of the first full month following the Effective Date and continuing by the 1st day of each subsequent month (or the next Business Day if the 1st day is not a business day), until paid in full; provided, however, to the extent the NHC IRS Priority Claim and the Khao IRS Priority Claim have not been paid in full on or before the 5th anniversary of the Filing Date, they shall be paid with a final balloon payment on the 5th anniversary of the Filing Date (i.e. June 30, 2026) unless the IRS expressly agrees in writing to a longer payment term. Interest on the NHC IRS Priority Claim and the Khao IRS Priority Claim shall accrue daily at the rate of 8% per annum. The NHC IRS Unsecured Claim and the Khao IRS Unsecured Claim shall be treated under Class 13 and shall not accrue interest on or after the Petition Date. Notwithstanding anything to the contrary contained herein or in the Plan, nothing shall require the IRS to file a request for payment of an administrative expense in order to receive payment for any liability described in Bankruptcy Code sections 503(b)(1)(B) and (C) in accordance with Bankruptcy Code section 503(b)(1)(D). Pursuant to 503(b), Debtors are entitled to appropriate notice and hearing provided by the Bankruptcy Code on the determination of any allowed claim under section 503(b)(1)(B) and (C). To the extent that any allowed IRS claim under Bankruptcy Code section 503, if any, is not paid in cash in full on or prior to the Effective Date, such administrative claim shall accrue interest and penalties as provided by non-bankruptcy law until paid in full. Notwithstanding anything to the contrary contained herein or in the Plan, failure by a Debtor to make any payment to the IRS pursuant to the terms of the confirmed Plan shall be an event of default as to that Debtor. If a Debtor fails to cure an event of default within 15 days after the date of a written notice of default by the IRS to the defaulting Debtor and Debtor's attorney, then the administrative collection powers and rights of the United States, acting through the IRS, will be reinstated as such powers and rights existed prior to the filing of the bankruptcy petition by the Debtors and the IRS may (a) engage in administrative collection activity, (b) institute a collection action to enforce and collect the entire amount of the tax claim defaulted upon; (c) exercise and pursue any and all available remedies any and all rights and remedies it may have under applicable non-bankruptcy law or regulation without further leave of Court; and/or (d) seek such relief as may be appropriate. Notwithstanding anything to the contrary contained herein or in the Plan, any discharge of the claims of the IRS shall not be effective until all payments provided for the IRS contemplated within the Plan and this Order have been made. Further, the Debtors and any property of the Debtors shall remain liable for all unpaid secured and unsecured priority tax claims after confirmation. Notwithstanding anything to the contrary contained herein or in the Plan, nothing shall affect the rights of the IRS to assert setoff and recoupment and such rights are expressly preserved. Notwithstanding anything to the contrary contained herein or in the Plan, the Plan shall not release any non-debtor party, or bar or enjoin the IRS from the assessment and collection of any post-petition taxes owed, including any trust fund recovery penalties. Attorneys for Debtor: Will Geer, Esq. ROUNTREE LEITMAN KLEIN & GEER, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (404) 584-1238 E-mail: wgeer@rlkglaw.com About New Happy Food Company New Happy Food Company operates a grocery store in Atlanta, Ga. Its affiliate, NHC Food Company Inc. operates a warehouse business. New Happy Food Company and NHC Food Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-54898) on June 29, 2021. In the petition signed by You Nay Khao, owner, NHC Food Company disclosed total assets of up to $1 million and total liabilities of up to $10 million. Meanwhile, New Happy Food Company listed up to $500,000 in assets and up to $10 million in liabilities. The Debtors tapped Rountree, Leitman & Klein, LLC as legal counsel and Chang Company, CPAs, PC as accountant. NEW YORK COMMUNITY: Moody's Lowers LongTerm Issuer Rating to Ba2 ---------------------------------------------------------------- Moody's Investors Service has downgraded all long-term and some short-term ratings and assessments of New York Community Bancorp, Inc. (NYCB, long-term issuer rating to Ba2 from Baa3), and its lead bank, Flagstar Bank, NA, (long-term deposits to Baa2 from A3) including the baseline credit assessment to ba1 from baa2. All ratings, except short-term counterparty risk ratings, and assessments remain on review for further downgrade. RATINGS RATIONALE The rating action reflects multi-faceted financial, risk-management and governance challenges facing NYCB. In terms of financial strategy, the bank is seeking to build its capital but just took an unanticipated loss on commercial real estate (CRE) which is a significant concentration for the bank. The downgrade reflects Moody's views that NYCB faces high governance risks from its transition with regards to the leadership of its second and third lines of defense, the risk and audit functions of the bank, at a pivotal time. In Moody's view, control functions with strong knowledge of a bank's risks are key to a bank's credit strength. NYCB's core historical commercial real estate lending, significant and unanticipated loss on its New York office and multifamily property could create potential confidence sensitivity. The company's elevated use of market funding may limit the bank's financial flexibility in the current environment. NYCB is highly concentrated in rent regulated multi-family properties, a segment which has historically performed well for them. However, this cycle may be different. While vacancy rates are low for this CRE segment, properties may face different challenges this cycle due to higher interest expense when refinanced and already higher maintenance costs due to inflationary pressures. These higher costs may prove more challenging for owners of rent regulated properties to pass along through rent increases to tenants. Beyond rent-regulated, the bank has a significant concentration of low fixed-rate multifamily loans. This type of loan portfolio faces refinancing risk. For the year, provision for credit losses rose 526% to $833 million from $133 million in 2022. Allowance for credit losses stands at $992 million as of 31 December 2023 which equates to 1.17% of total loans, or 1.26% when excluding loans with government guarantees and warehouse loans. Reserve for office loans is approximately 8% while reserves for multifamily is approximately 0.82%. Moody's views NYCB's funding and liquidity as a relative weakness when compared to peers due to its relatively high dependence on market-sensitive wholesale funding and a smaller pool of liquid assets when compared with peers. NYCB's loan-to-deposit ratio was 104% as of December 31, 2023, also higher than most peers. Market funding increased 49% during the fourth quarter to $20.3 billion, in part to fund an increase in the bank's liquidity buffer as the bank prepares for Regulation YY compliance. Market funds as a percentage of tangible banking assets (TBA) rose to 18.8% as of December 31, 2023 from 12.9% in the prior quarter and 23.6% at the end of 2022. Liquid banking assets as a percentage of TBA rose to 18.2% as of December 31, 2023 from 14.5% in the prior quarter and 12.9% at the end of 2022. NYCB's share of uninsured deposits was 33% as of December 31, 2023. The bank could face significant funding and liquidity pressure if there is a loss of depositor confidence. NYCB relies heavily on wholesale funding from the Federal Home Loan Bank of New York. NYCB's capitalization, as measured by its common equity tier 1 (CET1) ratio, fell to 9.1% as of December 31, 2023 from 9.59% the prior quarter and 9.06% as of December 31, 2022. The decline in capital resulted from a $252 million net loss in the fourth quarter driven by a $552 million provision for credit losses. NYCB is targeting a 10% CET1 ratio by the end of 2024 and has cut its dividend to 5 cents a quarter from 17 cents to assist with capital generation. Pressure on profitability could challenge NYCB's internal capital generation plans. Management expects net interest margin (NIM) to be between 2.4% and 2.5% in 2024 as the company repositions into lower-yielding liquid assets to prepare for Regulation YY compliance. NIM was 2.99% in 2023 compared to 2.35% in 2022. Further provisions for credit losses, rising compliance costs, and higher funding costs could also negatively impact earnings. The bank's transition to a Category IV bank entails meaningful investments in its risk management and compliance that will also weigh on profitability. Reflecting Moody's views of the high governance risks NYCB faces, Moody's introduced a one-notch negative qualitative adjustment to Flagstar Bank, NA's BCA and changed NYCB's governance issuer profile score to G-4 from G-2 and NYCB's ESG credit impact score to CIS-4 from CIS-2 to reflect the negative impact this risk has on NYCB's ratings. Outlook remains on rating under review The review will focus on the outlook for NYCB's CRE portfolio, earnings, capitalization and use of wholesale funding. The review will also assess the bank's credit risk management, balance sheet management, governance and overall risk management capabilities. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade An upgrade of NYCB's ratings is unlikely in the next 12-18 months given the review for downgrade. The bank's rating outlook could be confirmed if its capitalization approaches 10% Moody's tangible common equity (TCE) to risk weighted assets (RWA), the funding profile and profitability improve, and management is able to successfully execute its strategy of optimizing RWA and increasing liquidity. In the longer run, NYCB's ratings could be upgraded if the company were to significantly reduce its use of market funding, bolster its liquidity and reduce its CRE concentration. An upgrade would also depend on NYCB increasing its capitalization to be more closely in-line with its higher rated peers while maintaining sound asset quality. Factors that could lead to a downgrade NYCB's ratings could be further downgraded if the bank were to experience a loss of depositor confidence that challenges the bank's liquid resources. Moody's could also downgrade the company if NYCB's capitalization weakens further from current levels, use of market funding expands in relation to deposit funding, or if liquidity or profitability weakens. Also, the ratings could be downgraded if credit performance deteriorates meaningfully relative to through the cycle expectations. LIST OF AFFECTED RATINGS Issuer: New York Community Bancorp, Inc. Downgrades: LT Issuer Rating, Downgraded to Ba2 RUR from Baa3 RUR; Placed Under Review for further Downgrade Pref. Stock Non-cumulative (Local Currency), Downgraded to B1 (hyb) from Ba2 (hyb); Placed Under Review for further Downgrade Subordinate Regular Bond/Debenture (Local Currency), Downgraded to Ba2 from Baa3; Placed Under Review for further Downgrade Issuer: Flagstar Bancorp, Inc. (Assumed by New York Community Bancorp, Inc.) Downgrades: Subordinate Regular Bond/Debenture (Local Currency), Downgraded to Ba2 from Baa3; Placed Under Review for further Downgrade Issuer: Flagstar Bank, NA Downgrades: Adjusted Baseline Credit Assessment, Downgraded to ba1 from baa2; Placed Under Review for further Downgrade Baseline Credit Assessment, Downgraded to ba1 from baa2; Placed Under Review for further Downgrade LT Counterparty Risk Assessment, Downgraded to Baa3(cr) from Baa1(cr); Placed Under Review for further Downgrade LT Counterparty Risk Rating (Foreign Currency), Downgraded to Ba1 from Baa2; Placed Under Review for further Downgrade LT Counterparty Risk Rating (Local Currency), Downgraded to Ba1 from Baa2; Placed Under Review for further Downgrade ST Counterparty Risk Assessment, Downgraded to P-3(cr) from P-2(cr); Placed Under Review for further Downgrade ST Counterparty Risk Rating (Foreign Currency), Downgraded to NP from P-2 ST Counterparty Risk Rating (Local Currency), Downgraded to NP from P-2 LT Issuer Rating (Local Currency), Downgraded to Ba2 RUR from Baa3 RUR; Placed Under Review for further Downgrade LT Bank Deposits (Local Currency), Downgraded to Baa2 RUR from A3 RUR; Placed Under Review for further Downgrade PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Banks Methodology published in July 2021. NORDICUS PARTNERS: Recurring Losses Raise Going Concern Doubt ------------------------------------------------------------- Nordicus Partners Corp disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. According to the Company, it has not yet generated any revenue and has incurred losses since inception, resulting in an accumulated deficit of $42,411,739 as of December 31, 2023. For the three months ended December 31, 2023, the Company had a net loss of $74,990 compared to a net loss of $850,609 in the prior period. For the nine months ended December 31, 2023, it had a net loss of $214,076 compared to a net loss of $5,932,415 for the same period in 2022. As of December 31, 2023, the Company had $1,797,562 in total assets, $62,972 in total liabilities, and $1,734,590 in total stockholders' equity. "As a result, we expect our funds will not be sufficient to meet our needs for more than twelve months from the date of issuance of these financial statements. Accordingly, management believes there is substantial doubt about our ability to continue as a going concern," Nordicus explained. "The ability to continue as a going concern is dependent upon the Company's recent acquisition, its generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties and/or private placement of common stock," the Company said. A full-text copy of the Form 10-Q is available at http://tinyurl.com/yd9jkd2m About Nordicus Partners Las Vegas, NV-based Nordicus Partners Corporation is a financial consulting company, specializing in providing Nordic companies with the best possible conditions to establish themselves in the U.S. market, taking advantage of management's combined +90 years of experience in the corporate sector, serving in different capacities both domestically and globally. NOVAVAX INC: Will Slash Global Workforce by 12% ----------------------------------------------- Novavax said it plans to lay off 12% of its global workforce, comprised of about 9% reduction in full-time employees. In 2023, Novavax initiated a transformation of the Company, which included the goal of significantly reducing Research & Development (R&D) and Selling, General and Administrative (SG&A) expenses. As part of this Company transformation, during its Q3 2023 earnings call, the Company announced its intention to bring R&D and SG&A expenses below $750 million in 2024. These efforts look to strengthen the financial profile of the Company and focus on delivering our differentiated COVID-19 vaccine in priority markets and accelerating the advancement of our COVID-19-Influenza Combination vaccine. The Company has continued to assess the essential capabilities needed for success. This includes continuing to scale the Company structure and spend. The Company has made the difficult decision to reduce its current total global workforce, including both full-time employees and contractors, by approximately 12%. Upon completion, the resulting Company workforce is expected to be approximately 30% lower as compared to the end of the first quarter of 2023. "With our mission to protect global public health at the forefront of all that we do, the new Novavax is being designed to be a leaner and more agile organization," said John C. Jacobs, President and Chief Executive Officer, Novavax. "We are redefining how we do business and are purposefully focusing only on the critical activities needed to achieve our objectives and strengthen the financial performance of the Company." The changes further scale the Company structure and spend to enable readiness for the COVID-19 season and launch of our COVID-19-Influenza Combination vaccine Phase 3 trial. This further prioritization of core capabilities and optimization of its commercial footprint will enable its future success. "We continue to spend significant time grounding our understanding of the market opportunity based on learnings from this season, and we will plan to share details on this and our efforts to align the Company with the evolving business environment on our upcoming Q4 and FY 2023 earnings call," said Jacobs. "Our immediate focus is on executing these changes with empathy and support for the individuals who are transitioning out of Novavax, with gratitude for their efforts." About Novavax Inc. Headquartered in Gaithersburg, Maryland, Novavax, Inc. (www.novavax.com.), together with its wholly owned subsidiaries, is a biotechnology company that promotes improved health globally through the discovery, development, and commercialization of innovative vaccines to prevent serious infectious diseases. The Company's proprietary recombinant technology platform harnesses the power and speed of genetic engineering to efficiently produce highly immunogenic nanoparticle vaccines designed to address urgent global health needs. Tysons, Virginia-based Ernst & Young LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Feb. 28, 2023, citing that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. OXFORD FINANCE: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service has affirmed Oxford Finance LLC's Ba2 corporate family rating and its Ba3 senior unsecured rating. Oxford's outlook remains stable. RATINGS RATIONALE The affirmation of Oxford's ratings reflects the company's strong financial performance and profitability, reporting an annualized ratio of net income to average managed assets consistently above 3% each quarter over the past several years, with strong momentum into 2024. Moody's expects the higher interest rate environment to persist in 2024, which will continue to benefit Oxford's yield on its primarily floating-rate loan portfolio. The ratings affirmation also reflects ongoing challenges associated with the highly competitive healthcare finance market, along with the risks inherent in Oxford's concentrated loan portfolio. The company's credit performance has been historically solid, but its loan portfolio is highly concentrated in the life sciences and healthcare services sectors. The nature of its sector specialization makes the company exposed, on an ongoing basis, to sector-wide systemic risks that could result in rapid asset quality deterioration despite the company's strong underwriting standards. Additionally, the company has significant borrower concentrations, with the top ten largest borrowers making up almost 19% of total loans and 77% of tangible common equity (TCE) as of September 30, 2023. Nonetheless, the company has reported relatively low charge-offs through much of its operating history as well as a consistent allowance typically around 1.1% of total loans. The company's capitalization remains solid and stable, with TCE to tangible managed assets (TMA) typically between 20% and 25% (23.8% as of September 30, 2023). The company's debt/equity ratio has also been stable, typically ranging between 3.0x and 3.5x (3.1x as of September 30, 2023), with management's stated intention to maintain a debt/equity ratio below 3.5x. The ratings also incorporate Oxford's high reliance on secured credit facilities to fund its loan originations, which has represented typically 60-65% of tangible assets. High usage of these facilities encumbers assets and limits financial flexibility in times of stress. Moody's expects that Oxford will continue to use secured facilities as its main source of funding, but also maintain a diverse set of facility types at appropriately staggered maturities. Oxford's Ba3 senior unsecured rating reflects the debt's ranking and size in the company's capital structure. The Ba3 senior unsecured rating assigned to Oxford is one notch below the Ba2 CFR, reflecting a substantial amount of secured debt senior to Oxford's unsecured notes. The stable outlook reflects Moody's expectation that Oxford will maintain stable profitability, leverage and asset quality in the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Oxford significantly improves the diversification of its loan portfolio, leading to a sustained reduction in sector and borrower concentrations, while maintaining asset quality and underwriting standards. The ratings could also be upgraded if the company meaningfully improves its capital while also reducing its reliance on secured funding. The ratings could be downgraded if the company reports a significant deterioration in asset quality that produces elevated provisions, charge-offs and weaker profitability. The ratings could also be downgraded if Oxford's leverage as measured by the company's debt (including non-recourse facilities) to equity ratio increases and remains above 3.5x. The senior unsecured rating could be downgraded if the company's funding mix were to shift more toward secured debt on a sustained basis. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. PACKER HOLDINGS: Guggenheim SOF Marks $2.7MM Loan at 36% Off ------------------------------------------------------------ Guggenheim Strategic Opportunities Fund has marked its $2,707,972 loan extended to Packers Holdings LLC to market at $1,734,808 or 64% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in Guggenheim SOF's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. Guggenheim SOF is a participant in a Bank Loan to Packers Holdings LLC. The loan accrues interest at a rate of 8.69% (1 Month Term SOFR + 3.25%, Rate Floor: 3.25%). The loan matures on March 9, 2028. Guggenheim Strategic Opportunities Fund was organized as a Delaware statutory trust on November 13, 2006. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. Packers Holdings, LLC, known as PSSI, founded in 1972 and headquartered in Kieler, Wisconsin, is a provider of contract sanitation services to the food processing industry in the U.S. and Canada. PAGANUS LLC: Seeks Cash Collateral Access ----------------------------------------- Paganus, LLC asks the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral as working capital in the operation of its business. This amount totals $37,771 for the 4 week period for February 2,2024 through March 1, 2024. The U.S. Small Business Administration holds a first lien on the cash collateral assets to secure its debt of $487,200. The value of the assets to secure the loan have a value of $87,500. Because the debt of the SBA exceeds the amount of debt owed to the SBA the SBA is only partially secured. OnDeck holds a second lien on the cash collateral assets of the Debtor pursuant to its contract with the Debtor. OnDeck is owed $48,000. This loan is secured by all assets of the debtor with a value of $87,500. This loan is unsecured because of the senior lien of the SBA. Byzfunder holds a third lien on the cash collateral assets of the Debtor pursuant to its contract with the Debtor. It's debt totals $77,500. The assets subject to the lien of Byzfunder have a value of $87,500. Because of the senior lien of the SBA and OnDeck this claim is unsecured. TheDebtor intends to provide adequate protection, to the extent of the aggregate diminution in value of cash collateral from and after the Petition Date, to Lenders for the use of the cash collateral by: a. Maintaining the going concern value of the Debtor's business by using the cash collateral to continue to operate the business and administer the Chapter 11 Case; and b. Providing to SBA, OnDeck and Byzfuiider a post petition replacement lien pursuant to 11 U.S.C.section 363 (p) (2) in the assets they held prepetition. c. Monthly payments as follows: 1. SBA $600 2. OnDeck $0.00 3. Byfunder $0.00 A copy of the motion is available at https://urlcurt.com/u?l=qPeyCQ from PacerMonitor.com. About Paganus, LLC Paganus, LLC operates an electronic repair business with 5 locations across the state of Michigan. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-30169-jda) on February 2, 2024. In the petition signed by Jeffrey Payne, owner, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. George E. Jacobs, Esq., at Bankruptcy Law Offices, represents the Debtor as legal counsel. PARK ROCK: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Park Rock Group LLC 930 White Horse Pike Absecon, NJ 08201 Business Description: The Debtor is part of the traveler accommodation industry. Chapter 11 Petition Date: February 8, 2024 Court: United States Bankruptcy Court District of New Jersey Case No.: 24-11225 Debtor's Counsel: Christopher S. Martone, Esq. MARTONE & ASSOCIATES 2500 Lemoine Avenue Fort Lee, NJ 07024 Tel: 201-944-5004 Email: martonelaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Frank Muradov as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TN2WG4A/Park_Rock_Group_LLC__njbke-24-11225__0001.0.pdf?mcid=tGE4TAMA PARTS ID: Cole Schotz Represents Ad Hoc Vendor Group ---------------------------------------------------- In the Chapter 11 cases of PARTS iD, Inc. and PARTS iD LLC, the Ad Hoc Vendor Group filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Vendor Group is an ad hoc committee of 9 vendors, holding unsecured claims in the aggregate amount of approximately $13.1 million, comprising approximately 42% of the total vendor debt. Prior to the commencement of this chapter 11 proceeding, the Ad Hoc Vendor Group was constituted as an outgrowth of non-coordinated communications between vendors and representatives of the Debtors. The Vendor Group was formed through a collaboration with the Debtors to reflect a representative sample of vendors who essentially negotiated on behalf of the Vendors represented in Class 7 of the Debtors' Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization. In so doing, the Group also agreed to treatment of the Convenience Class under the Plan which was more favorable than that of the Cass 7 Vendors. The Debtors have noted in their court submissions that the Group streamlined the negotiation process in connection with a restructuring support agreement, resulting in the Debtors' decision to initiate these pre-packaged chapter 11 cases with confidence that a confirmable plan would be achieved. The parties' discussions, with the advice of their respective legal advisors, were aimed at resolving the Debtors' debt issues with their key parts vendors, culminating in the execution of a restructuring support agreement (the "Vendor RSA"). The Vendor Group engaged the law firm of Cole Schotz P.C. to ensure that the Ad Hoc Vendor Group was able to consider the complexities of the Vendor RSA and bankruptcy law. The Ad Hoc Vendor Group is comprised the following nine entities: (1) American Tire Distributors Holdings; (2) Factory Motor Parts; (3) LKQ Corporation; (4) Keystone Automotive Industries; (5) The Parts Authority; (6) Trim Illusion Inc.; (7) Turn 14 Distribution, Inc.; (8) Westin Automotive Products; and (9) Wheel Pros, LLC. The names and addresses of each of the members of the Ad Hoc Vendor Group, together with the nature and amount of the disclosable economic interests held by each of them in relation to the Debtors, are as follows: 1. American Tire Distributors Holdings 12200 Herbert Wayne Ct. Huntersville, NC 28078 * $2,498,897.68 2. Factory Motor Parts 1380 Corporate Center Curve #200 Eagan, MN 55121 * $1,873,015.59 3. LKQ Corporation c/o Keystone Automotive Attn: Sean Twomey 44 Tunkhannock Ave. Exeter, PA 18643 * $1,663,819.68 4. Keystone Automotive Industries Keystone Automotive Attn: Sean Twomey 44 Tunkhannock Ave. Exeter, PA 18643 * $2,674,847.55 5. The Parts Authority 3 Dakota Dr., Suite 110 Lake Success, NY 11042 * $1,337,640.85 6. Trim Illusion Inc. 14205 Woodcliff Court, Suite 104 Bowie, MD 20729 * $45,000.00 7. Turn 14 Distribution, Inc. 100 Tournament Drive, Suite 100 Horsham, PA 19044 * $2,679,289.90 8. Westin Automotive Products 320 W. Covina Blvd. San Dimas, CA 91773 * $356,184.00 9. Wheel Pros, LLC 200 Sherwood Ave., Ste 200 Farmingdale, NY 11735 * $232,000.00 Counsel for Ad Hoc Vendor Group: Patrick J. Reilley, Esq. Jack M. Dougherty, Esq. Michael E. Fitzpatrick, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 Email: preilley @coleschotz.com jdougherty@coleschotz.com mfitzpatrick@coleschotz.com -and- Stuart Komrower, Esq. Mark Tsukerman, Esq. COLE SCHOTZ P.C. Court Plaza North 25 Main Street P.O. Box 800 Hackensack, NJ 07602-0800 Telephone: (201) 489-3000 Email: skomrower@coleschotz.com mtsukerman@coleschotz.com About PARTS iD Inc. PARTS iD Inc. -- https://www.partsidinc.com/ -- headquartered in Cranbury, New Jersey, the company is a technology-driven, digital commerce company focused on creating custom infrastructure and unique user experiences within niche markets. The Company was founded in 2008 with a vision of creating a one-stop digital commerce destination for the automotive parts and accessories market. The Company has since become a market leader and proven brand-builder, fueled by its commitment to delivering an engaging shopping experience; comprehensive, accurate and varied product offerings; and continued digital commerce innovation. Parts ID went public via a merger with a blank-check firm in 2020. The company operates websites including CARiD.com, TRUCKiD.com and CAMPERiD.com. Parts ID Inc. and subsidiary PARTS iD, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-12098) on Dec. 26, 2023. In the petition filed by CEO Lev Peker, Parts ID Inc. disclosed $18.7 million in assets against $55.02 million in debt as of Sept. 30, 2023. The Debtors tapped DLA Piper, LLP (US) as bankruptcy counsel and Kroll Restructuring Administration, LLC as claims agent. PAULSON'S TRANSPORT: Unsecureds to Get $119K in Plan ---------------------------------------------------- Paulson's Transport Inc. submitted a Plan of Reorganization. The Debtor filed a Motion for Use of Cash Collateral on October 18th, 2023. Interim Use of Cash Collateral was granted and an interim order authorizing cash collateral remains in place at this date. A motion to employ Debtor's accountant was filed on December 18, 2023. A Motion to employ Palmer & Associates PLLC to represent the Debtor in this proceeding was filed on December 20th, 2023. Under the Plan, Class 14 consists of General Unsecured Claims. The pool of general unsecured creditors will share in a distribution of $119,318 pro rata. Payments will begin in August, 2024 and shall continue for 50 months thereafter. Class 14 is impaired. The Plan will be funded with revenue from the Debtor's operation. Attorney for the Debtor-in-Possession: Steven M Palmer, Esq. Palmer & Associates, PLLC 6912 220th St SW, Suite 113 Mountlake Terrace, WA 98043 Tel. (425) 292-8009 Fax: (425) 200-0841 A copy of the Plan of Reorganization dated Jan. 26, 2024, is available at https://tinyurl.ph/mFnOg from PacerMonitor.com. About Paulson's Transport Paulson's Transport Inc. -- https://www.paulsonstransport.com/ -- is a transporter of shipping containers in Washington, Oregon, Idaho, Montana, Wyoming, Nevada and California areas. Paulson's Transport Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11959) on October 14, 2023, with total assets of $1,293,527 and total liabilities of $1,728,154. Charles Christian Carr, president, signed the petition. Judge Marc Barreca oversees the case. The Debtor tapped Steven M Palmer, Esq., at Curtis, Casteel & Palmer, PLLC as legal counsel and Kerry Van Duren, CPA, at Goodsell & Associates, Inc. as accountant. PCS & ESTIMATE: Wins Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, authorized PCS & Estimate, LLC to use cash collateral, on an interim basis, in accordance with the budget. The Debtor represents that The Farmers National Bank of Canfield and Nationwide Mutual Insurance Company (may have, or may claim to have, interests in the Debtor's cash collateral by virtue of purported security interests in the Debtor's assets. The Debtor is permitted to use cash collateral to meet its payroll, pay its taxes, pay its utilities, purchase necessary supplies and services, and perform other necessary functions in the regular course of its business, as well as to make the Adequate Protection Payments to Farmers in the amount of $6,000 per month consistent with the Budget. Farmers and Nationwide are each granted liens and security interests in the Debtor's accounts receivable, general intangibles, and other revenues generated by the operation of the Debtor's business subsequent to the Petition Date, the proceeds thereof, and all collections thereof, to secure any reduction in the value of cash collateral subject to any such established valid and subsisting interests of Farmers and Nationwide, as applicable, at the Petition Date, in the same validity, extent, and priority in such assets comprising the cash collateral as such interests may have existed on the Petition Date. All liens and security interests granted to Farmers and Nationwide are subject and subordinate to (i) allowed fees and expenses of professionals of the Debtor, and (ii) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code. A final hearing on the matter is set for February 27, 2024 at 2:30 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=SsSnvS from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $1,626 for the week ending February 11, 2024; $9,776 for the week ending February 18, 2024; and $1,626 for the week ending February 25, 2024. About PCS & Estimate, LLC PCS & Estimate, LLC is a provider of pre-construction cost management and construction consulting services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-10264-skk) on January 26, 2024. In the petition signed by Brandon Lawlor, president and member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Suzana Krstevski Koch oversees the case. Richard K. Stovall, Esq., at Allen Stovall Neuman & Ashton LLP, represents the Debtor as legal counsel. PEER STREET: Plan Exclusivity Period Extended to May 22 ------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended Peer Street, Inc. and affiliates' exclusivity periods to file a plan and to obtain acceptance thereof to May 22, 2024 and June 23, 2024, respectively. Counsel for Debtors: Joseph Barry, Esq. Ryan M. Bartley, Esq. S. Alexander Faris, Esq. Shella Borovinskaya, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: jbarry@ycst.com rbartley@ycst.com afaris@ycst.com sborovinskaya@ycst.com - and - P. Bradley O'Neill, Esq. Kramer Levin Naftalis & Frankel, LLP 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9285 Facsimile: (212) 715-8265 Email: boneill@kramerlevin.com About Peer Street, Inc. Peer Street, Inc. is a technology platform that democratizes access to real estate debt investments. The company's unique technology-driven marketplace enables investors to diversify their capital in a fixed-income asset class that had previously been difficult for individuals to access. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10815) on June 26, 2023. In the petition signed by Brewster Johnson, president, the Debtor disclosed up to $100 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped Joseph Barry, Esq., at Young Conaway Stargatt and Taylor, LLP represents the Debtor as legal counsel, Kramer Levin Naftalis and Frankel LLP as co-bankruptcy counsel, Stretto, Inc. as claims and noticing agent, and Piper Sandler is broker. PHASEBIO PHARMACEUTICALS: Plan Exclusivity Extended to April 22 --------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended PhaseBio Pharmaceuticals, Inc.'s exclusivity periods to file a plan and to obtain acceptance thereof to April 22, 2024 and June 24, 2024, respectively. PhaseBio Pharmaceuticals, Inc. is represented by: Daniel J. DeFranceschi, Esq. Michael J. Merchant, Esq. Brendan J. Schlauch, Esq. Sarah E. Silveira, Esq. James F. McCauley, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801 Tel: (302) 651-7700 Email: defranceschi@rlf.com merchant@rlf.com schlauch@rlf.com silveira@rlf.com mccauley@rlf.com - and - Cullen Drescher Speckhart, Esq. Olya Antle, Esq. COOLEY LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004 Tel: (202) 842-7800 Email: cspeckhart@cooley.com oantle@cooley.com - and - Robert L. Eisenbach III, Esq. COOLEY LLP 3 Embarcadero Center, 20th Floor San Francisco, CA 94111 Tel: (415) 693-2000 Email: reisenbach@cooley.com - and - Philip M. Bowman, Esq. Jeremiah P. Ledwidge, Esq. COOLEY LLP 55 Hudson Yards New York, NY 10001 Tel: (212) 479-6000 Email: pbowman@cooley.com jledwidge@cooley.com About Phasebio Pharmaceuticals PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is focused on the development and commercialization of novel therapies to treat orphan diseases, with an initial focus on cardiopulmonary indications. It is based in Malvern, Pa. PhaseBio Pharmaceuticals filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on Oct. 24, 2022. In the petition filed by its chief executive officer, Jonathan Mow, the Debtor reported $17,970,000 in assets and $21,320,000 in debt as of Aug. 31, 2022. Judge Laurie Selber Silverstein oversees the case. The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards, Layton & Finger, PA as Delaware bankruptcy counsel; SierraConstellation Partners, LLC as financial advisor; KPMG, LLP as tax consultant; and Miller Buckfire & Co. as investment banker. Omni Agent Solutions is the claims, noticing and administrative agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtor's case on Nov. 3, 2022. McDermott Will & Emery, LLP and FTI Consulting, Inc. serve as the committee's legal counsel and financial advisor, respectively. PHOENIX GUARANTOR: S&P Rates New $2.566BB 1st-Lien Term Loan 'B+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to Phoenix Guarantor Inc.'s (doing business as BrightSpring Health Services) proposed $2.566 billion first-lien term loan. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The proposed transaction is leverage neutral and will consolidate the outstanding balances on its three existing tranches of first-lien debt scheduled to mature in 2026 into a single tranche maturing in 2031. S&P said, "Our 'B+' issuer credit rating and stable outlook are unchanged despite the company's decision to retain an additional $168 million of cash on balance sheet, and therefore repay less debt than initially proposed from its IPO and tangible equity offering proceeds. We now expect S&P Global Ratings-adjusted gross leverage for 2024 will be about 4.75x, up from our previous forecast of about 4.5x. Our forecast does not include proceeds from the potential exercise of the greenshoe option, which could lower leverage by about 0.2x if used toward debt repayment." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- BrightSpring's proposed capital structure will consist of a $475 million first-lien revolver due 2028 and a $2.566 billion first-lien term loan due 2031. -- In S&P's hypothetical default scenario, it assumes the revolving credit facility is 85% drawn. -- Given the company's scale, competitive position, and multiple business segments, S&P believes it would remain a viable business and therefore reorganize rather than liquidate following a payment default. -- S&P values BrightSpring on a going-concern basis using a 5.5x multiple of our projected emergence EBITDA, consistent with its treatment of similar peers. Simulated default assumptions -- Simulated year of default: 2028 -- EBITDA at emergence: $286 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net emergence value (after 5% administrative costs): $1.50 billion -- Valuation split (obligors/nonobligors): 100%/0% -- Collateral value available to first-lien lenders: $1.50 billion -- Estimated first-lien debt at default: $2.79 billion --Recovery expectations: 50%-70% (rounded estimate: 50%) All debt amounts include six months of prepetition interest. PLOURDE SAND: Hires Victor W. Dahar P.A. as Counsel --------------------------------------------------- Plourde Sand & Gravel Co., Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to employ Victor W. Dahar, P.A. to serve as legal counsel in its Chapter 11 case. The firm will provide: a. assistance with preparation and review of bankruptcy schedules and monthly operating reports; b. preparation of the plan and disclosure statement; c. preparation of objections to motions for relief and post-petition/take-out financing issues; d. preparation of objections to motions and pending issues as they arise; e. representation for turnover, preference actions, and other avoidance and/or subordination actions; f. motions to Sell Real Estate and other litigation; g. negotiation with the creditors committee, if any, and creditors, as necessary; and h. all other matters necessary and proper for the representation of the Debtor in this case. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eleanor Wm. Dahar, Esq., at Victor W. Dahar, disclosed in a court filing that her firm is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eleanor Wm. Dahar, Esq. VICTOR W. DAHAR, P.A. 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 Fax: (603) 647-8054 Email: vdaharpa@att.net About Plourde Sand & Gravel Co., Inc. Plourde Sand & Gravel Co., Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.H. Case No. 24-10015) on January 9, 2024, with as much as $10 million in both assets and liabilities. Daniel O. Plourde, sole shareholder and vice president, signed the petition. Judge Bruce A. Harwood oversees the case. Eleanor Wm. Dahar, Esq., at Victor W. Dahar Professional Association, represents the Debtor as legal counsel. PREMIER KINGS: Gets Court Nod to Sell Personal Property ------------------------------------------------------- Premier Kings, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Northern District of Alabama to sell some of their assets. The assets up for sale include 22 used high-mileage vehicles, tools and equipment, miscellaneous supplies and other tangible personal property. The assets were not included in the auction that was held on Dec. 4 last year during which four winning bidders were selected to purchase most of the restaurants comprising the companies' portfolio. Premier Kings estimates that the total value of the assets to be sold is around $200,000, with $20,000 being the highest anticipated sale price for any particular item. The companies are required to file a notice or obtain a further court order for any asset sale with a total price of more than $20,000. However, if it is a sale to a single buyer with a total price of not more than $20,000, a notice or further court order is not required. About Premier Kings Premier Kings, Inc. and affiliates are the owners and operators of 174 operating Burger King franchise locations. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 23-02871) on Oct. 25, 2023. At the time of the filing, Premier Kings reported $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Tamara O. Mitchell oversees the cases. The Debtors tapped Cole Schotz, PC as the lead bankruptcy counsel; Holland & Knight, LLP as local counsel; Bilzin Sumberg Baena Price & Axelrod, LLP and Lehr Middlebrooks Vreeland & Thompson, P.C. as special counsels; Raymond James & Associates, Inc. as investment banker; and The Franchise CPA as accountant. Kurtzman Carson Consultants, LLC is the Debtors' noticing and claims agent. On Nov. 6, 2023, the U.S. Bankruptcy Administrator for the Northern District of Alabama appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firm of Christian & Small, LLP. PROTERRA INC: Phoenix Completes Battery Lease Portfolio Acquisition ------------------------------------------------------------------- Phoenix Motor Inc. (Nasdaq:PEV), a leading electrification solutions provider for medium-duty vehicles, on Feb. 7, 2024, disclosed that it has completed the acquisition of the Battery Lease portfolio for $6.5 million from Proterra Inc. and Proterra Operating Company, Inc. (collectively "Proterra"), a leading innovator in commercial vehicle electrification technology. In January 2024, Phoenix received the requisite approval from the U.S. bankruptcy court. This transformative acquisition added heavy-duty transit buses to Phoenix's legacy product line of medium-duty shuttle and school buses. The completion of the last component of the purchase, the battery lease portfolio, should provide Phoenix greater financial flexibility and enable it to continue to service its customers who had leased batteries from Proterra as part of their transit bus purchase. "Phoenix is very pleased to have completed the last piece of the Proterra Transit business acquisition. We are now a leading provider of commercial zero-emission vehicles, ranging from medium-duty shuttle and school buses to full-sized transit buses. We continue to be impressed by the quality and dedication of our new Transit team members and remain excited about this acquisition," said Denton Peng, CEO of Phoenix. "We intend to continue to identify attractive opportunities and we look forward to serving our new customers and growing with them in the future." Phoenix looks forward to providing updates on the progress of its business as it integrates the Proterra Transit team and assets into its operations and pursues its long-term strategy to create value for all stakeholders. About Phoenix Motor Inc. Phoenix Motor Inc., a pioneer in the electric vehicle ("EV") industry, designs, builds, and integrates electric drive systems and light and medium duty EVs and sells electric forklifts and electric vehicle chargers for the commercial EV market. Phoenix operates two primary brands, "Phoenix", which is focused on commercial products including heavy and medium duty EVs (transit buses, shuttle buses, school buses and delivery trucks, among others), electric vehicle chargers and electric forklifts, and "EdisonFuture", which intends to offer light-duty EVs. Phoenix endeavors to be a leading designer, developer and manufacturer of electric vehicles and electric vehicle technologies. To learn more, please visit: www.phoenixmotorcars.com. About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing and selling electric transit buses and components, batteries, and electric drive trains; and providing and selling related products and services. Proterra Inc. and its affiliate, Proterra Operating Company, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on August 7, 2023. At the time of the filing, the Debtors reported $500 million to $1 billion in both assets and liabilities. Judge Brendan Linehan Shannon oversees the cases. Young Conaway Stargatt & Taylor, LLP and Paul Weiss Rifkind Wharton & Garrison, LLP represent the Debtors as legal counsels. The Debtors also tapped FTI Consulting, Inc. as financial advisor; Moelis & Company, LLC as investment banker; and Kurtzman Carson Consultants, LLC as claims, noticing and administrative agent. Andrew Vara, Acting U.S. Trustee for Regions 3 and 9, appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of Morris James, LLP and Lowenstein Sandler, LLP. RAWHIDE MINING: Seeks to Tap Triple P RTS as Restructuring Advisor ------------------------------------------------------------------ Rawhide Mining LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Triple P RTS, LLC as its restructuring advisors. The Debtors require a restructuring advisor to: (a) assist in the evaluation and development of a short-term cash flow model and related liquidity management tools for the Debtors for such purpose(s) as they may require; (b) assist in the evaluation and development of a business plan and such other related forecasts and analyses for the Debtors for such purpose as they may require; (c) assist in the evaluation and development of various strategic and financial alternatives and financial analyses for such purpose(s) as the Debtors may require; (d) assist the Debtors in their engagement and negotiations with, without limitation, the Deal Agent or holders of the Debtors' debt or equity, their employees, and their customers, vendors, and other commercial counterparties; (e) assist in the development and distribution of other information that may be requested or required by the Debtors or the constituents; (f) assist in the evaluation and implementation of contingency planning related to the Debtors' commencing or otherwise becoming the subject of a case under Chapter 11 of title 11 of the United States Code; (g) assist in obtaining and presenting information required by parties in interest in a Chapter 11 case; (h) assist in the preparation of other business, financial and other reporting related to a Chapter 11 case; and (i) assist with such other matters as may be requested by the Debtors that are within the firm's expertise and otherwise mutually agreeable to them. The hourly rates of the firm's professionals are as follows: Managing Partner $1,095 Service Line Leader $950 - $995 Managing Director $850 - $925 Director $695 - $795 Vice President $550 - $675 Associate $395 - $450 In addition, the firm will seek reimbursement for expenses incurred. The security retainer is $100,000. Thomas Studebaker, managing partner at Triple P RTS, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas Studebaker TRIPLE P RTS, LLC 300 North LaSalle, Suite 1420 Chicago, IL 60654 Telephone: (312) 781-7520 About Rawhide Mining LLC Rawhide Mining LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-15619) on Dec. 20, 2023. The petition was signed by Marceau Schlumberger as manager. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. Samuel A. Schwartz, Esq. at SCHWARTZ LAW, PLLC represents the Debtor as counsel. REGIONAL HOUSING: No Decline in Patient Care at Columbus Facility ----------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 14th report regarding the quality of patient care provided at The Landings of Columbus, which is operated by RHCSC Columbus AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Landings of Columbus in Georgia. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the facility on January 10. The ombudsman representative did not receive any complaints from residents during this visit. The ombudsman representative visited with 16 residents, the person in charge, and direct care staff. The ombudsman representative did not receive any complaints. Residents reported no concerns. Residents on secured dementia unit were sitting in the common area having a snack. All residents appeared well groomed and dressed. The ombudsman representative observed that the facility is clean, with no odors. The ombudsman representative received no concerns about food supplies. The ombudsman representative neither observed nor received any concerns regarding medications. The patient care ombudsman is not aware of any significant change in facility conditions or decline in resident care for this personal care home since the last visit. A copy of the 14th ombudsman report is available for free at https://urlcurt.com/u?l=Hcvs5R from PacerMonitor.com. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Gainesville ----------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 14th report regarding the quality of patient care provided at The Landings of Gainesville, which is operated by RHCSC Gainesville AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Landings of Gainesville in Georgia. In her 14th ombudsman report, Ms. McNeil noted no decline in resident care at The Landings of Gainesville since the last visit. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the facility on January 18. The ombudsman representative visited with three residents, the person in charge, dietary staff, and direct care staff. The ombudsman representative stated that the facility is closing on February 14. Only three residents remain, all in the memory care unit. The residents are all moving out by January 22. The three residents appeared happy and well cared for. The ombudsman representative spoke with four staff members who all expressed sadness. The manager stated that the facility was sold to a local doctor who plans to open an Alzheimer's research facility. The ombudsman representative did not receive any complaints. The quality of care appeared to be excellent. The ombudsman representative did not note any decline in resident care since the last visit. A copy of the 14th ombudsman report is available for free at https://urlcurt.com/u?l=SRheWj from PacerMonitor.com. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Gardens of Rome --------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 14th report regarding the quality of patient care provided at The Gardens of Rome, which is operated by RHCSC Rome AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Gardens of Rome in Georgia. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited The Gardens of Rome facility on January 4. The ombudsman representative did not receive any complaints on this visit. The ombudsman representative reported that residents were very pleased with the care they receive. Residents reported they feel comfortable addressing their concerns with management. Residents were clean and well groomed. Staff interacted well with the residents. The facility appeared to have adequate food and supplies. Medications were properly locked in a closet. The patient care ombudsman is not aware of any significant change in facility conditions or decline in resident care for this personal care home since the last visit. A copy of the 14th ombudsman report is available for free at https://urlcurt.com/u?l=vFC8lk from PacerMonitor.com. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Landings of Douglas ------------------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 14th report regarding the quality of patient care provided at The Landings of Douglas, which is operated by RHCSC Douglas AL Holdings, LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Landings of Douglas in Georgia. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited The Landings of Douglas facility on January 16. The ombudsman representative noted that the director was very responsive. The director has an open-door policy and holds meetings with residents to discuss issues. The OR observed residents having a midmorning cup of coffee on a cold day. The facility was clean, in good repair and nicely furnished. Supplies appeared adequate. The patient care ombudsman reported no decline in resident care since the last visit. A copy of the 14th ombudsman report is available for free at https://urlcurt.com/u?l=oEFUOa from PacerMonitor.com. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: No Decline in Patient Care at Savannah -------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 14th report regarding the quality of patient care provided at The Gardens of Savannah, which is operated by RHCSC Savannah AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Gardens of Savannah in Georgia. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the Gardens of Savannah on January 16. Residents were happy with the care and caregivers; facility appeared clean; and med cart was staffed, according to the ombudsman representative. The patient care ombudsman is not aware of any significant change in facility conditions or decline in resident care for this personal care home since the last visit. A copy of the 14th ombudsman report is available for free at https://urlcurt.com/u?l=WnqIrU from PacerMonitor.com. The ombudsman may be reached at: Melanie S. McNeil, Esq. 2 Peachtree Street NW, 33rd Floor Atlanta, GA 30303 Telephone: 404-657-5327(O) 404-416-0211 (Cell) Facsimile: 404-463-8384 Email: Melanie.McNeil@osltco.ga.gov About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. REGIONAL HOUSING: PCO Submits 14th Report for Social Circle ----------------------------------------------------------- Melanie McNeil, Esq., the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Northern District of Georgia her 14th report regarding the quality of patient care provided at The Gardens of Social Circle, which is operated by RHCSC Social Circle AL Holdings LLC, an affiliate of Regional Housing & Community Services Corp. Regional Housing & Community Services is the governing body for six personal care homes, including The Gardens of Social Circle. The report was filed after an ombudsman representative for the Office of the State Long-Term Care Ombudsman visited the facility on December 12, 2023 and January 9, 2024. Building I, II, and III appear to be closed. The ombudsman representative observed that no cars were in the parking lot. Phone was not answered and the phone had no voice mail option. When the facility was visited in December, it did appear that some construction was taking place, but on the January visit, a City of Social Circle "stop work" order was posted on the door. A copy of the 14th ombudsman report is available for free at https://urlcurt.com/u?l=vDH4Vp from PacerMonitor.com. About Regional Housing & Community Services Regional Housing & Community Services Corp. and its affiliates filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug. 26, 2021. At the time of the filing, Regional Housing & Community Services listed as much as $100,000 in both assets and liabilities. Judge Paul W. Bonapfel oversees the cases. The Debtors tapped Scroggins & Williamson, P.C. as legal counsel; GGG Partners, LLC as interim management services provider; and SLIB II, Inc., doing business as Senior Living Investment Brokerage, as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB Bank, N.A. Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care ombudsman appointed in the Debtors' cases. RESTORATION FOREST: Hits Chapter 11 Bankruptcy With Affiliates -------------------------------------------------------------- Amelia Pollard of Bloomberg Law reports that Restoration Forest Products, a lumber company based in Arizona, filed for bankruptcy on Monday, January 29, 2024, after the pandemic upended construction on a new production facility and a critical governmental contract fell through. The manufacturer listed liabilities of $367 million and assets of at least $100 million in court documents. The Chapter 11 filing lets Restoration Forest Products keep operating while it seeks approval of its bankruptcy plan. The company, which produces everything from lumber to wood chips, has already struck a deal with stakeholders in which it intends to slash more than $300 million in debt. About Restoration Forest Products Initially founded in 2008, Restoration Forest Products Group, LLC is a sustainable forestry and wood products manufacturing company. By operating as a vertically-integrated wood processer with in-house harvesting, manufacturing, and distribution capabilities, the Company works to thin and restore the forests of Northern Arizona. Restoration Forest and three of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10120) on Jan. 29, 2024. In the petition filed by Kenneth Latz, chief restructuring officer, the Debtors disclosed $100 million to $500 million in assets against $100 million to $500 million in debt. Potter Anderson & Corroon LLP serves as the Debtors' counsel. Intrepid Investment Bankers LLP is the Debtor' investment banker. Riveron Management Services, LLC is the Debtors' restructuring and management services provider. Kroll Restructuring Administration LLC is the Debtors' claims, noticing and solicitation agent. RGC RESOURCES: Debt Obligations Raise Going Concern Doubt --------------------------------------------------------- RGC Resources, Inc. disclosed in a Form 10-Q Report filed with the U.S. Securities and Exchange Commission for the quarterly period ended December 31, 2023, that substantial doubt exists about the Company's ability to continue as a going concern. According to the Company, Roanoke Gas' line of credit is renewed annually in March, and there is approximately $6,700,000 outstanding under the line of credit at the time of this filing. Separately, Midstream has $33,850,000 of current maturities of long-term debt due in the next 12 months. These amounts, in the aggregate, exceed the liquidity available to the Company through currently executed agreements and anticipated operating cash flows over this period without taking additional actions involving a third party. As a result, under ASU 2014-15, substantial doubt exists about the Company's ability to continue as a going concern. Management's plans are to refinance these amounts and management's discussions with banks regarding refinancing the amounts have been positive. Additionally, the Company has refinanced this debt in the past and the pending completion of the MVP further supports a favorable likelihood of successful refinancing. Since such refinancing is not entirely within the Company's control, there can be no assurances that such refinancing can be completed, according to the Company. For the three months ended December 31, 2023, the Company had a net income of $5,019,992 compared to a net income of $3,256,405 for the same period in 2022. As of December 31, 2023, the Company had $314,703,235 in total assets, $64,196,722 in total current liabilities, $102,461,196 in long-term net debt, $44,500,714 in total deferred credits and other non-current liabilities, and $103,544,603 in total stockholders' equity. A full-text copy of the Form 10-Q is available at http://tinyurl.com/3mdmkfhm About RGC Resources Roanoke, VA-based RGC Resources, Inc. is an energy services company primarily engaged in the regulated sale and distribution of natural gas to approximately 63,200 residential, commercial and industrial customers in Roanoke, Virginia and surrounding localities through its Roanoke Gas subsidiary. Midstream, a wholly-owned subsidiary of Resources, is a less than 1% investor in both the MVP and Southgate. RGC Resources, Inc., is the parent company of Roanoke Gas, Midstream, and Diversified Energy. RITE AID: Negotiates With U.S. Trustee on Revised Mediation Order ----------------------------------------------------------------- Ben Zigterman of Law360 reports that a New Jersey bankruptcy judge said Monday, January 29, 2024, he would approve a revised mediation order in the bankruptcy of Rite Aid Corp. after the U. S. Trustee's Office suggested changes to an earlier order. About Rite Aid Corp. Rite Aid -- http://www.riteaid.com/-- is a full-service pharmacy that improves health outcomes. Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir, Rite Aid's pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,100 pharmacists and operates more than 2,100 retail pharmacy locations across 17 states. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-18993) on Oct. 15, 2023. In the petition signed by Jeffrey S. Stein, chief executive officer and chief restructuring officer, Rite Aid disclosed $7,650,418,000 in total assets and $8,597,866,000 in total liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Cole Schotz, P.C., as local bankruptcy counsel, Guggenheim Partners as investment banker, and Alvarez & Marsal North America, LLC, as financial, tax and restructuring advisor. Kroll Restructuring Administration is the claims and noticing agent. RODA LLC: Hires Vanden Bos & Chapman LLP as Counsel --------------------------------------------------- RODA LLC, seeks approval from the U.S. Bankruptcy Court for the District of Oregon to employ Vanden Bos & Chapman, LLP as Counsel. The firm's services include: a. providing the Debtor with advice on its duties and responsibilities as a debtor-in-possession; b. instituting such adversary proceedings as are necessary in the case; c. representing the Debtor generally in the proceedings and propose on behalf of the Debtor as a debtor-in-possession necessary applications, answers, orders, plans, reports, statements, and other legal papers; and d. performing all other legal services for a debtor-in-possession or to employ an attorney for such professional services. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. 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: Douglas R Ricks, Esq. SUSSMAN SHANK LLP 1000 S.W. Broadway, Suite 1400 Portland, OR 97205-3089 Telephone: (503) 227-1111 About Roda LLC Roda, LLC, a company in Washington County, Ore., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-30250) on Feb. 6, 2023. In the petition signed by its managing member, Roy MacMillan, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Teresa H. Pearson oversees the case. The Debtor tapped Vander Bos and Chapman, LLP as bankruptcy counsel, and was substituted by Sussman Shank LLP; Intellequity Legal Services, LLC as special counsel; Thomas L. Strong CPA PC as accountant; and Boverman & Associates, LLC as business consultant. SADIE ROSE: Hires CFO Solution LLC as Financial Advisor ------------------------------------------------------- Sadie Rose Baking Co. and its affiliate seek approval from the U.S. Bankruptcy Court for the Southern District of California to employ The CFO Solution LLC as financial advisor. The firm will provide: (a) assistance budgeting and forecasting; (b) assistance preparing cash collateral budgets for Debtors' secured lenders; (c) assistance compiling Debtors' monthly operating reports; and (d) analysis of Debtors' plans of reorganization and preparation of projections in support thereof. The firm will be paid at the rate of $250 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. 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: Scott M. Bier The CFO Solution LLC 4014 Orchard Ave San Diego, CA 92107 Tel: (619) 952-0383 Email: scottbier@thecfosolutions.com About Sadie Rose Baking Co. Sadie Rose Baking Co. makes handmade artisan and specialty bread, rolls, sandwich buns and flatbreads. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-03478) on November 3, 2023. In the petition signed by Jennifer Curran, CEO, the Debtor disclosed $2,212,893 in assets and $9,700,278 in liabilities. Meredith King, Esq., at Franklin Soto Leeds LLP, represents the Debtor as legal counsel. SAS AB: U.S. Opposes Bankruptcy Plan Liability Releases ------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Scandinavian airline SAS AB should be forced to revise its Chapter 11 bankruptcy plan disclosure documents to limit the breadth of provisions shielding third parties from future litigation related to the case, the Justice Department's bankruptcy monitoring arm said. The US Bankruptcy Court for the Southern District of New York shouldn't approve the bankrupt airline's Chapter 11 plan solicitation materials until the company removes or revises the "extraordinarily broad" release language, the US Trustee said in a Tuesday, January 30, 2024, court filing. About Scandinavian Airlines SAS SAB -- https://www.sasgroup.net/ -- Scandinavia's leading airline, with main hubs in Copenhagen, Oslo and Stockholm, is flying to destinations in Europe, USA and Asia. In addition to flight operations, SAS offers ground handling services, technical maintenance, and air cargo services. SAS is a founder member of the Star Alliance, and together with its partner airlines offers a wide network worlxdwide. SAS AB and its subsidiaries, including Scandinavian Airlines Systems Denmark-Norway-Sweden and Scandinavian Airlines of North America Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5, 2022. In the petition filed by Erno Hilden, authorized representative, SAS AB estimated assets between $10 billion and $50 billion and liabilities between $1 billion and $10 billion. Judge Michael E. Wiles oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP as global legal counsel; Mannheimer Swartling Advokatbyra AB as special counsel; FTI Consulting, Inc. as financial advisor; Ernst & Young AB as tax advisor; and Seabury Securities, LLC and Skandinaviska Enskilda Banken AB as investment bankers. Seabury is also serving as restructuring advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Willkie Farr & Gallagher, LLP. SAS GROUP: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------- SAS Group Inc. filed for chapter 11 protection in the Southern District of New York. According to court filing, the Debtor reports between $1 million to $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Feb. 29, 2024, at 1:00 PM. TELECONFEENCE MEETING. About SAS Group Inc. SAS Group Inc. -- https://www.sasgroup.com/ -- is a merchant wholesaler of furniture and home furnishing. SAS Group Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22066) on January 26, 2024. In the petition signed by Scott Sobo, as president, the Debtor reports estimated assets between $100,000 and $500,000 and estimated Liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Sean H. Lane oversees the case. The Debtor is represented by: Dawn Kirby, Esq. Kirby Aisner & Curley, LLP 220 White Plains Road Tarrytown, NY 10591-5806 Tel: (914) 401-9500 E-mail: dkirby@kacllp.com SCRIBE AMERICA: Guggenheim SOF Marks $2.4MM Loan at 29% Off ----------------------------------------------------------- Guggenheim Strategic Opportunities Fund has marked its $2,447,876 loan extended to ScribeAmerica Intermediate Holdco LLC (Healthchannels) to market at $1,750,231 or 71% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in Guggenheim SOF's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. Guggenheim SOF is a participant in a Bank Loan to ScribeAmerica Intermediate Holdco LLC (Healthchannels). The loan accrues interest at a rate of 9.96% (1 Month Term SOFR + 4.50%, Rate Floor: 4.50%). The loan matures on April 3, 2025. Guggenheim Strategic Opportunities Fund was organized as a Delaware statutory trust on November 13, 2006. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. ScribeAmerica Intermediate Holdco, LLC, does business as HealthChannels, a provider of medical scribing services to hospitals and physician staffing companies. SHELTER COVE: Gets CCAA Initial Stay Order; PWC as Monitor ---------------------------------------------------------- 2039882 Ontario Limited o/a Shelter Cove sought and obtained an initial order from the Ontario Superior Court of Justice (Commercial List) pursuant to the Companies' Creditors Arrangement Act. Pursuant to the Initial Order, PricewaterhouseCoopers Inc. LIT was appointed as monitor of the Company. During the CCAA proceeding, Shelter Cove, with the assistance of the Monitor, expects that it will continue to cooperate in the normal course while it pursues a refinancing, sale and investment solicitation process to maximize value for the Company and its stakeholders. A CCAA filing does not mean the Company is going bankrupt. On Feb. 6, 2024, the Court issued an order ("SISP Approval Order") which, among other things, approved the Sale, Refinancing and Investment Solicitation Process ("SISP"). The purpose of the SISP is to solicit interest in, and opportunities for a refinancing, sale or investment in the Company. The SISP contemplates a two-phase process commencing immediately upon the Court approval. The SISP will be conducted by Clariti Strategic Advisors Inc. ("Financial Advisor"), with the assistance of the Company, and under the oversight of the Monitor. According to Court Documents, Shelter Cove's primary secured lender, KHL Investment USA Inc., issued demands and delivered a notice of intention to enforce security pursuant under the Bankruptcy and Insolvency Act. Shelter Cove said it was unable to meet obligations as they become due. Approximately $20.1 million is immediately due and payable to KHL. Efforts to negotiate a forbearance arrangement with KHL, increase it's credit limit, or to seek a third party refinance it's debt obligations outside of an insolvency proceeding have been unsuccessful to date. A copy of the initial order is available on the Monitor's website at https://www.pwc.com/ca/sheltercove. Further information regarding the Company's CCAA proceeding, contact the Monitor at: PricewaterhouseCooper Inc. LIT PwC Tower 18 York Street, Suite 2500 Toronto, ON M5J 0B2 Email: ca_sheltercove.pwc.com Michael McTaggart Tel: 416-687-8924 Email: michael.mctaggart@pwc.com Lindsay Pellett Tel: 416-687-8775 Email: lindsay.s.pellett@pwc.com Tammy Muradova Email: tammy.muradova@pwc.com Counsel for the Company: Reconstruct LLP Royal Bank Plaza, South Tower 200 Bay Street Suite 2305, PO Box 120 Toronto, ON M5J 2J3 Sharon Kour Tel: 416-613-8283 Email: skour@reconllp.com Caitlin Fell Tel: 416-613-8282 Email: cfell@reconllp.com Jessica Wuthmann Tel: 416-613-8288 Email: jwuthmann@reconllp.com Counsel to the Monitor: Bennett Jones LLP First Canadian Place 100 King Street W. Suite 3400 Toronto, ON M5X 1A4 Sean Zweig Tel: 416-777-6254 Email: zweigs@bennettjones.com Michael Shakra Tel: 416-777-6236 Email: shakraM@bennettjones.com Shelter Cove develops and operates a year-round waterfront community on approximately 163 acres of land located on the shores of Lake Erie in Ontario. SHEN ZEN TEA: Seeks Cash Collateral Access ------------------------------------------ Shen Zen Tea, LLC asks the U.S. Bankruptcy Court for the Western District of Washington for authority to use cash collateral and provide adequate protection, through May 31, 2024 or until the effective date of the Plan whichever is earlier. The Debtor seeks authorization to pay the February 13, 2024 payroll for the period from January 20, 2024, through February 2, 2024, of which January 20, 2024 through January 30, 2024 is for hours and commissions worked pre-petition. Until the pandemic, Shen Zen Tea's gross revenue has only grown year-after year, primarily through farmers markets. At its peak, the Debtor sold product in 25 farmers markets on a weekly basis with a team of 8 employees. During the pandemic, the farmers markets were the first to be shut down which severely reduced the Debtor's revenue. When the farmers markets reopened, revenue remained greatly reduced by over 50%, while the cost of labor and raw materials increased rapidly. During that period, the Debtor, such borrowed funds from the SBA (EIDL), to help stabilize revenue and open up new wholesale markets. Since entering the wholesale market, the Debtor's revenue has increased as the Debtor has worked with distributors to place its product in major retailers such as PCC, Metropolitan Market, QFC, Town and Country, and Market of Choice in Portland, OR. Wholesale sales has been steadily increasing 13-15% year-after-year since 2020. Closures associated with the pandemic as well as increased costs of labor and raw materials from the pandemic coupled with payments to creditors affected the Debtor's ability to service its debt. In addition to an order authorizing payment of its February 13, 2024 payroll the Debtor seeks an order authorizing the interim use of cash collateral for payment of all other ongoing operating expenses of the Debtor including future payroll expenses and owner draws. Based on a review of loan documents and a search of the Washington State Department of Licensing, performed on January 24, 2024 and January 31, 2024, the Debtor has identified filers of UCC-1 financing statements which are U.S. Bank, NA, U.S. Small Business Administration, and the U.S. Small Bank Equipment Finance. On the date of the petition, the Debtor's cash collateral was estimated to be valued at $7,325. As adequate protection and for the Debtor's use of the cash collateral, the Secured Creditor will be granted replacement liens in the debtor's postpetition cash, accounts receivables, and the proceeds of each of the foregoing, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by the Secured Creditor as of the Petition Date, limited to the amount of any cash collateral of the Secured Creditor as of the petition date, to the extent that any cash collateral of the Secured Creditor is actually, used by the Debtor. A copy of the motion is available at https://urlcurt.com/u?l=xcMFml from PacerMonitor.com. About Shen Zen Tea, LLC Shen Zen Tea, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code Bankr. W.D. Wash. Case No. 24-10211-MLB) on January 30, 2024. In the petition signed by James F. Chang, managing member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents the Debtor as legal counsel. SHO HOLDING I: Guggenheim SOF Marks $1.9MM Loan at 35% Off ---------------------------------------------------------- Guggenheim Strategic Opportunities Fund has marked its $1,915,648 loan extended to SHO Holding I Corp to market at $1,245,180 or 65% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in Guggenheim SOF's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. Guggenheim SOF is a participant in a Bank Loan to SHO Holding I Corp. The loan accrues interest at a rate of 10.89% (3 Month Term SOFR + 5.25%, Rate Floor: 5.25%). The loan matures on April 29, 2024. Guggenheim Strategic Opportunities Fund was organized as a Delaware statutory trust on November 13, 2006. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. SHO Holding I Corp operates as a holding company. The Company, through its subsidiaries, designs and manufactures athletic and non-athletic footwear products. SHO HOLDING I: Guggenheim SOF Marks $484,000 Loan at 32% Off ------------------------------------------------------------ Guggenheim Strategic Opportunities Fund has marked its $484,000 loan extended to SHO Holding I Corp to market at $327,910 or 68% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in Guggenheim SOF's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. Guggenheim SOF is a participant in a Bank Loan to SHO Holding I Corp. The loan accrues interest at a rate of 10.47% (3 Month Term SOFR + 5.00%, Rate Floor: 5.00%). The loan matures on April 27, 2024. Guggenheim Strategic Opportunities Fund was organized as a Delaware statutory trust on November 13, 2006. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. SHO Holding I Corp operates as a holding company. The Company, through its subsidiaries, designs and manufactures athletic and non-athletic footwear products. SIGNAL HOLDINGS: Seeks to Sell Hawthorne Property for $1.05MM ------------------------------------------------------------- Signal Holdings, LLC asked the U.S. Bankruptcy Court for the Central District of California for approval to sell its real property located at 4803 West 121st St., Hawthorne, Calif. The company is selling the property to Mersedeh and Joubin Nasseri who offered $1.049 million in cash. Signal Holdings will use the proceeds from the sale to, among other things, pay all secured claims. The company's secured creditors are Texacraft Corporation, Ajit Singh, and the Los Angeles County Treasurer and Tax Collector. Signal Holdings expects to receive $170,293.73 in net proceeds after completion of the sale. About Signal Holdings Signal Holdings, LLC owns residential property and commercial space located at 4803 West 121st St., Hawthorne, Calif. Signal Holdings filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-16459) on Oct. 3, 2023, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Jared James Grogan, managing member, signed the petition. Judge Sandra R. Klein oversees the case. The Debtor is represented by Andrew Moher, Esq., at Moher Law Group. SIMPLIFIED SOFTWARE: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------------- Simplified Software Development, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral for payment of necessary payroll, suppliers, and other ordinary business expenses related to the daily operations of the Debtor's business. For the 30 days after the Petition Date, the Debtor will require cash collateral in an amount of approximately $28,500 to maintain and operate the business, for the next 30 and a greater or lesser amount will be required each comparable period thereafter. The Debtor entered into a contract to provide dietary management services to Next Level Hospitality Services, LLC in February 2023 at a reduced rate based on representations from Next Level that it would increase its utilization of SSD with additional facilities to service to compensate SSD with volume for reducing its per user cost. SSD then tried to finance its operational shortfall by obtaining financing through merchant cash advance companies. However, when Next Level failed to increase its usage of the SSD system as it had represented, SSD could not profitably service the Next Level contract and meet is merchant cash advance obligations. The Debtor has multiple secured creditors with varying degrees of priority as to the Debtor's real and personal property. To the best of the undersigned's knowledge and belief, the Debtor owes the following creditors, as follows: a. United States Small Business Administration - 2nd Mortgage on the Debtor's real property and a blanket UCC-1 dated 5/15/2021. b. Small Business Financial Solutions dba Rapid Finance - blanket UCC-1 dated 10/13/2015 on all of the Debtor’s fixtures, assets and accounts. c. Swift - blanket UCC-1 dated 9/22/2023. d. Main Street Financial - blanket UCC-1 dated 10/3/2024 on all of the Debtor’s fixtures, assets and accounts. The obligations owed to the SBA alone total more than $2 million dollars. The Debtor estimates that it has total assets valued in the amount of approximately $1.1 million dollars consisting of real estate valued at $780,000 and personal and cash accounts of approximately $230,000, although a complete accounting is being still compiled. The Debtor had approximately $1,100 funds in its operating account and approximately $60,000 in accounts receivable as of the Petition Date. The Debtor proposes to offer adequate protection to its secured creditors as determined by the Court by granting them a replacement lien in the Debtor's post-petition cash collateral, notwithstanding the provisions of 11 U.S.C. Section 552, to the same extent validity and priority of its respective liens in such cash collateral as of the Petition Date, and to maintain and operate the collateral so as to maintain the property and to increase its cash flow and market value. A copy of the motion is available at https://urlcurt.com/u?l=YWl5Hy from PacerMonitor.com. About Simplified Software Development, L.L.C. Simplified Software Development, L.L.C. offers online dietary management solution. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00560) on February 1, 2024. In the petition signed by Stephen Bennett, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Catherine Peek McEwen oversees the case. David W. Steen, Esq., at David W. Steen, PA, represents the Debtor as legal counsel. SKIN BY ASK: Seeks to Hire Dicocco & Associates as Accountant ------------------------------------------------------------- Skin by Ask, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Dicocco & Associates, Inc. as its accountant and bookkeeper. The firm will render these services: a. prepare ongoing monthly operating reports of the Debtor; b. prepare periodic tax filings and documents of the Debtor; and c. prepare other financial documents and statements of the Debtor as necessary during the pendency of the case. The firm will charge $500/month for ongoing bookkeeping, tax preparation and accounting, and monthly operating report preparation. Christopher Dicocco, vice president of Dicocco & Associates, assured the court that his firm represents no interest adverse to the Debtor or the estate in the matters upon which it is to be engaged. The firm can be reached through: Christopher Dicocco DiCocco & Associates, Inc. 1598 Union St Schenectady, NY 12309 Phone: (518) 393-1395 About Skin by Ask, LLC Skin by Ask, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 23-11308) on December 20, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Robert E Littlefield Jr presides over the case. The Debtor hires Boyle Legal, LLC as counsel. SONIDA SENIOR: Announces $47.75M Equity Raise to Fund Debt Purchase ------------------------------------------------------------------- Sonida Senior Living, Inc. announced the execution of a $47.75 million equity private placement, including an investment from Conversant Capital, the Company's largest shareholder. The Company plans to use this new capital for the completion of its balance sheet repositioning, continued investments in value-enhancing community improvements, broader community programming and identified bolt-on acquisition opportunities from its robust pipeline. The shares were issued at $9.50 per share, a 5% premium to the 30-day volume weighted average price prior to closing. The equity private placement will close in two tranches. The first tranche of $32 million closed on Feb. 1, 2024, and the second tranche of $16 million will close on or around March 31, 2024, subject to shareholder approval of an increase to the Company's authorized shares of common stock. The holders of a majority of the Company's voting securities have agreed to vote in favor of such an increase. "In an economic environment characterized by limited capital and available financing for senior living assets, we believe this transaction reflects our investors' confidence in Sonida as a premium long-term investment and operating platform with significant upside potential. We could not be more pleased with the ongoing partnership between the Sonida team and our investor base and look forward to completing accretive investments in the near term," said Brandon Ribar, president and chief executive officer. "Since Conversant made its original investment in Sonida in November 2021, we've been working diligently with the management team along three key initiatives - improving operations, strengthening the balance sheet and growing the business. Today's transaction allows us to shift the Company's focus towards the third initiative: accelerating the growth of the business," said Michael Simanovsky, founder and managing partner of Conversant Capital. "As counter-cyclical investors, we are very excited about the Company's increasingly active pipeline of acquisitions and look forward to partnering with banks and other asset owners as we continue to grow Sonida's operating platform." Sonida has used a portion of the proceeds to purchase all seven of the remaining loans held by Protective Life, which was completed on Feb. 2, 2024. The $40.2 million purchase price represents 52% of the outstanding Protective Life indebtedness of $77.4 million. The debt purchase has been financed with $24.8 million of mortgage debt provided by Ally Bank, currently Sonida's second-largest lending partner, through an expansion of the Company's existing Ally Bank term loan. This transaction significantly strengthens the Company's balance sheet, reducing total indebtedness by $52.6 million, or 9%, and annual debt service costs by approximately $3.2 million. After completing these transactions, the Company's indebtedness was $580.7 million as of Feb. 2, 2024. The Company's debt has a weighted-average remaining term of 3.7 years, with only $31.8 million maturing prior to December 2026. Finally, 92% of the Company's outstanding debt is interest only through 2026. "This capital infusion, coupled with the steady, foundational margin improvements achieved over the past 12 months, allows the Company to further focus on revenue-driving and margin-enhancing efforts and laying the groundwork for operational scalability as we look to grow the portfolio," said Kevin Detz, chief financial officer. Specific planned capital expenditure projects include high-value conversions of existing apartments to Magnolia TrailsTM memory care units and the opening of additional wings within highly occupied communities. The Company has also budgeted to accelerate the deployment of recently introduced technology that has improved operating efficiencies, quality of care and resident experience. After considering the equity capital for the Protective Life debt purchase and the planned capital expenditure projects described above, the Company will have approximately $25 million of equity capital available for acquisitions and working capital purposes, including near-term opportunities in the Company's pipeline. The Company is engaged in advanced discussions with a private equity sponsor to acquire a majority interest in a four-asset portfolio, with three of the assets reinforcing Sonida's Texas footprint. The Company believes such an acquisition would result in a double-digit stabilized cap rate with minimal incremental general and administrative expenses required to manage the communities. This acquisition opportunity remains subject to confirmatory due diligence and final documentation. Sonida is actively pursuing additional accretive growth opportunities varying in size, geography and structure. The capital earmarked for growth is expected to provide certainty and speed in executing on near-term, bolt-on investment opportunities as they arise. About Sonida Sonida Senior Living, Inc., (formerly known as Capital Senior Living Corporation), is an owner-operator of independent living, assisted living and memory care communities and services for senior adults. As of Sept. 30, 2023, the Company operated 71 communities, with capacity for approximately 8,000 residents across 18 states, which provide comfortable, safe, affordable environment where residents can form friendships, enjoy new experiences and receive personalized care from dedicated team members who treat them like family. Dallas, Texas-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered from recurring losses from operations and total current liabilities exceed total current assets. This raises substantial doubt about the Company's ability to continue as a going concern. SPORTS INTERIORS: Seeks to Hire Burke Warren MacKay as Counsel -------------------------------------------------------------- Sports Interiors, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Burke, Warren, MacKay & Serritella, P.C. as its counsel. The firm will provide these services: a. prepare necessary applications, motions, answers, orders, adversary proceedings, reports and other legal papers; b. provide the Debtor with legal advice with respect to its rights and duties involving its property as well as its reorganization efforts; c. appear in court and litigate whenever necessary; and d. perform other legal services that may be required from time to time in the ordinary course of the Debtor's business during the administration of the case. David Welch, Esq., and Brian Welch, Esq., the firm's attorney who will be representing the Debtor, charge $520 per hour and $360 per hour, respectively. The retainer fee is $50,000. David Welch, Esq., a partner at Burke Warren MacKay & Serritella, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David K. Welch, Esq. Brian P. Welch, Esq. BURKE WARREN MACKAY & SERRITELLA, P.C. 330 N. Wabash Ave., Suite 2100 Chicago, IL 60611 Tel: (312) 840-7000 Fax: (312) 840-7900 Email: dwelch@burkelaw.com About Sports Interiors, Inc. Sports Interiors, Inc. sells and installs its liner system and metal halide lighting system for indoor tennis facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-00297) on January 9, 2024. In the petition signed by Robert VanDixhorn, president, a director and a shareholder, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Deborah L Thorne oversees the case. David K. Welch, Esq., at BURKE, WARREN, MACKAY & SERRITELLA, P.C., represents the Debtor as legal counsel. STENSON LANDSCAPE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------- Stenson Landscape & Irrigation, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to make payroll and to pay other immediate expenses and maintain its operations. The Horizon Distributors, Inc. and the Small Business Administration assert they have a security interest in the Debtor’s accounts receivable and inventory which may be considered cash collateral as that terms in defined in the Bankruptcy Code. The Debtor is willing to provide the Secured Creditors with replacement liens pursuant to 11U.S.C. section 552 in accordance with their existing priority without making any determination at this time as to the validity or priority of the claims asserted by the Secured Creditors. A copy of the motion is available at https://urlcurt.com/u?l=OjNwXd from PacerMonitor.com. About Stenson Landscape & Irrigation, Inc. Stenson Landscape & Irrigation, Inc. operates a landscaping business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40243) on February 1, 2024. In the petition signed by Tracy Terrell Doyle, president, the Debtor disclosed $50,000 in assets and up to $10 milion in liabilities. Eric Liepins, Esq. represents the Debtor as legal counsel. STREAMLINE HEALTH: Closes $4.5M Private Placements, Names Directors ------------------------------------------------------------------- Streamline Health Solutions, Inc. announced that it has entered into a securities purchase agreement with accredited investors in a private placement of unsecured subordinated notes and warrants and issued common stock to a single accredited investor in a private placement, for aggregate gross proceeds of approximately $4.5 million. The Company also announced the appointment of two new members to serve on the board of directors of the Company. Appointment of New Directors The Company announced the appointment of CEO Benjamin Stilwill and Matthew Etheridge to its board of directors, effective Feb. 7, 2024. Mr. Stilwill has been an employee of Streamline since 2013 and has served as the Company's CEO since October 2024. Prior to his appointment as CEO in October 2024, Mr. Stilwill held various senior roles across the organization, including as President of the Company and as CEO of the Company's eValuator business. Prior to joining Streamline Health, Mr. Stilwill was a financial analyst in BMO Capital Markets' M&A Practice. Mr. Stilwill holds an Executive MBA from Villanova University and a Bachelor of Arts degree in Economics from DePauw University. Matthew W. Etheridge is a private investor with over 20 years of investment management experience, with a primary focus on healthcare services and information technology. Previously, Mr. Etheridge was a Managing Partner of Perry Capital LLC, a private investment management firm, where he was Co-Portfolio Manager of the firm's healthcare group, which managed public and private investments in healthcare and other industries. Prior to joining Perry Capital in 2001, Mr. Etheridge was an investment analyst for Stanford Management Company, the investment manager of Stanford University's endowment. Prior to joining Stanford Management in 1997, Mr. Etheridge was a consultant with McKinsey & Company. Mr. Etheridge received his J.D. from Stanford Law School and his A.B. in Economics from Stanford University. Mr. Etheridge currently serves on the boards of Lightbeam Health Solutions, Conversio Health, and Healthmine. He previously served on the boards of Universal American Corp, naviHealth, and S.A.C. Re. "I am thrilled to welcome these talented leaders to Streamline's board. I believe Mr. Etheridge's demonstrated track record of supporting leading healthcare technology businesses and wide-ranging experience will add significant value as Streamline continues its evolution," said Tee Green, Executive Chairman. "Similarly, Mr. Stilwill's leadership within Streamline has enabled the Company to provide significant value to its clients and led to key advancements of the Company's team members." "I look forward to partnering with my fellow board members and Streamline's leadership team to maximize the value of the Company and advance its mission to ensure our nation's health systems are accurately paid for all of the care they provide," said Mr. Etheridge. Private Placements of Debt and Equity Securities The Company announced the closing of a private placement of unsecured subordinated promissory notes in the aggregate principal amount of $4.4 million and warrants with a strike price of $0.38 to purchase up to an aggregate of 4,052,631 shares of the Company's common stock, par value $0.01 per share, to certain accredited investors. The Company also announced the closing of a private placement of Common Stock to a single accredited investor for aggregate gross proceeds of approximately $100,000. The Private Placements closed on Feb. 7, 2024. In connection with closing of the Private Placements, the Company also announced it had entered into a modification to its existing senior credit facility with Western Alliance Bank to amend certain financial covenants and thresholds. The Company expects the proceeds from the Private Placements will be sufficient to achieve the previously announced adjusted EBITDA breakeven run rate of $15.5 million of installed SaaS ARR, which it reiterated is expected to occur during the second half of fiscal 2024. The Notes, the Warrants and the Common Stock described above were offered in private placements under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder and, along with the Common Stock underlying the Warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Notes, the Warrants, the Common Stock and the Common Stock underlying the Warrants may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements and in accordance with applicable state securities laws. The securities were offered and sold to "accredited investors" as that term is defined in Rule 501(a) under the Securities Act. Management Commentary "I look forward to working alongside our board and talented team members as we accelerate Streamline's growth," stated Benjamin Stilwill, chief executive officer. "Our improved liquidity position will allow the business to continue supporting our healthcare system clients through our unique pre-bill revenue cycle solutions." About Streamline Health Streamline Health Solutions, Inc. (Nasdaq: STRM) -- www.streamlinehealth.net -- enables healthcare organizations to proactively address revenue leakage and improve financial performance. The Company delivers integrated solutions, technology-enabled services and analytics that drive compliant revenue leading to improved financial performance across the enterprise. To date, Streamline Health has not generated sufficient revenues to allow it to generate cash flow from operations. The Company has historically accumulated losses and used cash from its financing activities to supplement its operations. Further, the Company's current forecast projects it will not be able to maintain compliance with certain of its financial covenants under its current credit agreement in the next 12 months. These conditions raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued, according to the Company's Quarterly Report for the period ended Sept. 30, 2023. TELESAT CANADA: DWS Floating Marks $139,537 Loan at 32% Off ----------------------------------------------------------- DWS Floating Rate Fund has marked its $139,537 loan extended to Telesat Canada to market at $95,000 or 68% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in DWS Floating's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. DWS Floating is a participant in a Term Loan B5 (90-day average SOFR + 2.75%) to Telesat Canada. The loan accrues interest at a rate of 8.4%. The loan matures on December 7, 2026. DWS Floating Rate Fund is a diversified series of Deutsche DWS Portfolio Trust, which is registered under the Investment Company Act of 1940, as amended, as an open-end investment management company organized as a Massachusetts business trust. Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the world's fourth largest provider of fixed satellite services and one of three companies operating on a global basis. TERRAFORM: To Use Ch. 11 in Delaying SEC Crypto Case Craft Appeal ----------------------------------------------------------------- Alex Wittenberg of Law360 reports that an executive for crypto company Terraform Labs told the Delaware bankruptcy court Tuesday, January 30, 2024, it has sought Chapter 11 protection mainly to delay a potentially existential U.S. Securities and Exchange Commission penalty tied to the implosion of its algorithmic stablecoin, the collapse of which in 2022 provoked a widespread crash in cryptocurrency markets. About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money -- operates a price-stable cryptocurrency. The Company seeks to power the next-generation payment network and grow the real GDP of the blockchain economy. Terraform labs provides financial infrastructure for the next generation of decentralized application. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on January 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by: Zachary I Shapiro, Esq. Richards, Layton & Finger, P.A. 1 Wallich Street #37-01 Guoco Tower 078881 THERATECHNOLOGIES INC: To Report Q4, Year 2023 Results on Feb. 21 ----------------------------------------------------------------- Theratechnologies Inc. announced the Company will report financial results and provide a business update for its fourth quarter and full year fiscal 2023 ended November 30, on Wednesday, Feb. 21, 2024, at 8:30 a.m. EDT. Theratechnologies will also provide further information on the Complete Response Letter issued by the U.S. Food and Drug Administration in response to the Company's supplemental Biologics License Application for the F8 formulation of tesamorelin. The call will be hosted by Mr. Paul Levesque, president and chief executive officer. Mr. Levesque will be joined by other members of the management team, including Senior Vice President and Chief Financial Officer, Mr. Philippe Dubuc, Senior Vice President and Chief Medical Officer, Dr. Christian Marsolais and Global Commercial Officer, Mr. John Leasure, who will be available to answer questions from participants following prepared remarks. Participants are encouraged to join the call at least ten minutes in advance to secure access. Conference call dial-in and replay information can be found below. CONFERENCE CALL INFORMATION Conference Call Date: February 21, 2024 Conference Call Time: 8:30 a.m. EDT Webcast link: https://edge.media-server.com/mmc/p/6fyph854 Dial in: 1-888-317-6003 (toll free) or 1-412-317-6061 (international) Access Code: 0664356 CONFERENCE CALL REPLAY Toll Free: 1-877-344-7529 (US) / 1-855-669-9658 (Canada) International Toll: 1-412-317-0088 Replay Access Code: 3842515 Replay End Date: February 28, 2024 To access the replay using an international dial-in number, please select this link: https://services.choruscall.com/ccforms/replay.html An archived webcast will also be available on the Company's Investor Relations website under 'Past Events'. 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. TPT GLOBAL: Boxing Figure Roy Foreman to Serve as Unit President ---------------------------------------------------------------- TPT Global Tech, Inc. announced that Roy Foreman, the brother of former Heavyweight Champion George Foreman, has joined TPT Global Tech's subsidiary, TPT Entertainment and Media LLC, as the president of its new Boxing Division. This division is set to produce documentaries and live event content for the long-awaited VuMeTM Super App Live Mobile Television and Social Media Network. With an illustrious career spanning over 40 years in the boxing industry, Mr. Foreman brings unparalleled expertise and a track record of success. Notably, he managed his brother George Foreman to championship titles and has promoted over 200 fights across the Americas and Europe. "I am excited to join the innovative team at TPT Global Tech and lead the charge in revolutionizing the boxing experience on the VuMe Live Super App platform," expressed Mr. Foreman. "We aim to deliver thrilling content and engage boxing enthusiasts globally." Mr. Foreman's multifaceted background includes hosting a successful Comcast Network show for eight years, serving as America's Ambassador for Sports appointed by the US State Department, and holding key positions on the US Olympic Boxing Committee. Beyond his contributions to the sport, Roy has been a philanthropist, serving on boards and founding various youth organizations. His role as a ringside announcer for HBO International sports and the establishment of his sports apparel brand, "Foreman Gear," further showcase his diverse talents. "We are honored to have Roy Foreman at the helm of our Boxing activities for our VuMe Super App," stated Stephen J. Thomas III, Chairman & CEO at TPT Global Tech. "His wealth of experience and passion for the sport align seamlessly with our vision for delivering top-tier boxing content through our VuMe Live Super App." This strategic collaboration marks a significant milestone for TPT Global Tech as it moves closer to the launch and elevation of the VuMe Live Super App platform to the premier destination for live boxing experiences. Fans can anticipate an exhilarating era under Roy Foreman's leadership. The VuMe Live Boxing Division will be part of the VuMe Mobile Television and Social Media Network which is headed by Mark Rowan and production will be coordinated by his Blue Collar Productions Company (a TPT Global Tech company) https://www.bluecollar.com/ About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology holding company based in San Diego, California. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe technology platform. As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. TPT offers software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration features. TPT Global reported a net loss attributable to the Company's shareholders of $61.50 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the Company's shareholders of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.05 million in total assets, $34.02 million in total liabilities, $58.25 million in mezzanine equity, and a total stockholders' deficit of $91.21 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 16, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. TPT GLOBAL: Hikes Authorized Common Shares to 15 Billion -------------------------------------------------------- TPT Global Tech, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that effective Jan. 17, 2024, the Board of Directors of the Company in accordance with the provisions of the Articles of Incorporation, as amended, and by-laws of the Company, amended the Articles of Incorporation to increase the authorized number of common shares by 10,500,000,000 which increase will then make the total authorized common shares to be 15,000,000,000 with all common shares having the then existing rights powers and privileges as per the existing amended Articles of Incorporate and Bylaws of the Company. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology holding company based in San Diego, California. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe technology platform. As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. TPT offers software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration features. TPT Global reported a net loss attributable to the Company's shareholders of $61.50 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the Company's shareholders of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.05 million in total assets, $34.02 million in total liabilities, $58.25 million in mezzanine equity, and a total stockholders' deficit of $91.21 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 16, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. TPT GLOBAL: Hikes Issuable Shares Under 2024 Plan to 3.5 Billion ---------------------------------------------------------------- TPT Global Tech, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 1, 2024, by unanimous written consent, the Board of Directors and Majority Shareholder of the Company approved and adopted an amendment and restatement of the 2024 TPT Global Tech, Inc. Stock Option, Compensation, and Award Incentive Plan to increase the maximum number of common shares, with a par value of $0.001, available for grant to participants under the Plan to 3,500,000,000 Common Shares. In addition, the Plan was amended to define: "Eligible Person" as an Employee, Consultant (Person or Professional Services Company) or Director of the Company, any Parent or any Subsidiary. A company other than a Professional Services Company is NOT eligible; and "Issuance for Compensation for Services" shall mean the issuance for valuable and adequate consideration determined by the Board as determined by performance pursuant to an agreement. This Plan amends and supersedes any and all prior Plans. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology holding company based in San Diego, California. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe technology platform. As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. TPT offers software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration features. TPT Global reported a net loss attributable to the Company's shareholders of $61.50 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the Company's shareholders of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.05 million in total assets, $34.02 million in total liabilities, $58.25 million in mezzanine equity, and a total stockholders' deficit of $91.21 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 16, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. TRACK ON 86: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Track on 86 LLC 500 South Ohioville Road New Paultz, NY 12561 Business Description: Track on 86 is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns an 80 acre horse farm consisting of dwelling, cottage, two barns, and horse track valued at $2.5 million in the aggregate. Chapter 11 Petition Date: February 8, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-35119 Judge: Hon. Cecelia G. Morris Debtor's Counsel: Richard S Feinsilver, Esq. RICHARD S FEINSILVER, ESQ. One Old Country Road Suite 347 Carle Place, NY 11514 Tel: 516-873-6330 Fax: 516-873-6183 Email: feinlawny@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Garrett Doyle as managing member. The Debtor states it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BHLRKYA/Track_on_86_LLC__nysbke-24-35119__0001.0.pdf?mcid=tGE4TAMA TRINITY PLACE: Amends Stock Purchase Agreement With TPHS Investors ------------------------------------------------------------------ Trinity Place Holdings Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company, TPHS Lender LLC and TPHS Investor LLC entered into an amendment to the Stock Purchase Agreement dated as of Jan. 5, 2024, pursuant to which the outside closing date for the transactions contemplated by the Stock Purchase Agreement was extended to Feb. 16, 2024, and the form of amended and restated limited liability company operating agreement of TPH Greenwich Holdings LLC to be entered into at closing was amended to include terms pursuant to which directors' and officers' liability insurance coverage will be maintained, and/or a prepaid "tail" policy or existing policy "runoff" with respect to such insurance obtained. The JV Operating Agreement, as amended, provides generally that if the Company is financially unable to maintain D&O insurance coverage or obtain a D&O tail policy, then the JV Investor will provide to the JV adequate funds for the Company to maintain coverage or to purchase a tail policy, as applicable, with any such funding being treated as additional debt or additional capital contribution and added to the JV Investor's initial distribution amount. Certain funds affiliated with the JV Investor have agreed to guarantee the obligations of the JV Investor, up to a maximum amount of $1,120,000, with such guarantee being reduced on a dollar-for-dollar basis by the first $1,120,000 of available cash received by the JV in connection with the sale of the Company's Paramus, New Jersey property, 237 11th Street property or sales of condominium units at the 77 Greenwich property. The guarantee obligation will terminate upon the receipt by the JV of the full amount of the D&O Insurance Reserve Funds or the closing of a TopCo Strategic Transaction, as defined in the Stock Purchase Agreement. About Trinity Place Trinity Place Holdings Inc. is a real estate holding, investment, development and asset management company. The Company's largest asset is a property located at 77 Greenwich Street in Lower Manhattan, which is nearing completion as a mixed-use project consisting of a 90-unit residential condominium tower, retail space and a New York City elementary school. The Company also owns a 105-unit, 12-story multi-family property located at 237 11th Street in Brooklyn, New York as well as a property occupied by a retail tenant in Paramus, New Jersey. New York, New York-based BDO USA, LLP, the Company's auditor since 2003, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has loans with varying debt maturities during the next 12 months for which there can be no guarantee that the Company will be able to refinance or extend the maturity dates of the loans. This condition raises substantial doubt about the Company's ability to continue as a going concern. "The Company's cash and cash equivalents will not be sufficient to fund the Company's operations, debt service, amortization and maturities and corporate expenses beyond the next few months, unless we are able to both extend or refinance or otherwise resolve our maturing debt and also raise additional capital or enter into a strategic transaction, creating substantial doubt about our ability to continue as a going concern. As of October 31, 2023, our cash and cash equivalents totaled approximately $583,000," the Company said in its Quarterly Report for the period ended Sept. 30, 2023. TRIUMPH GROUP: Incurs $15.9 Million Net Loss in Third Quarter ------------------------------------------------------------- Triumph Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $15.90 million on $284.95 million of net sales for the three months ended Dec. 31, 2023, compared to net income of $10.95 million on $261.66 million of net sales for the three months ended Dec. 31, 2022. For the nine months ended Dec. 31, 2023, the Company reported a net loss of $35.36 million on $833.45 million of net sales, compared to net income of $107.14 million on $805.10 million of net sales for the nine months ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $1.67 billion in total assets, $349.38 million in total current liabilities, $1.63 billion in long-term debt (less current portion), $301.66 million in accrued pension and other postretirement benefits, $7.35 million in deferred income taxes, $60.65 million in other noncurrent liabilities, and a total stockholders' deficit of $670.28 million. Management Commentary "The announced sale of our Product Support business will be transformative for our balance sheet and is on track for closure this quarter which will meaningfully accelerate our deleveraging progress," said Dan Crowley, TRIUMPH's chairman, president and chief executive officer. "Following the divestiture, we are right sizing our cost structure to achieve our multi-year profit margin and cash flow targets. By strengthening our balance sheet and focusing on our OEM component, spares and IP-based aftermarket business, TRIUMPH will further improve its capacity to win and profitably grow in the expanding markets we serve." "TRIUMPH generated its seventh consecutive quarter of year over year organic sales growth benefiting from increased commercial OEM production rates. TRIUMPH generated positive free cash flow in the quarter, although earnings and cash were lower than planned due to a finite set of industry-wide supply chain constraints which impacted deliveries in the quarter. We expect a very strong fourth quarter that benefits from deferred deliveries, historical seasonality, improving mix and incremental price improvements as well as working capital investments we made in the first half of the year." Mr. Crowley continued, "TRIUMPH accelerated new business capture with a year-to-date book to bill rate of 1.34, lifting our backlog 20% year over year to the highest level since March 2020. Going forward, the new TRIUMPH will deliver top and bottom-line growth rates at or above the market as we benefit from a focus on OEM and related aftermarket product lines." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ixviewer/ix.html?doc=/Archives/edgar/data/0001021162/000095017024012306/tgi-20231231.htm 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 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. TRULITE HOLDING: Moody's Assigns First Time B2 Corp. Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Trulite Holding Corp. including a B2 corporate family rating and a B2-PD probability of default rating. In addition, Moody's assigned a B2 rating to Trulite's proposed backed senior secured first lien term loan. The outlook is stable. Moody's ratings and outlook are subject to receipt and review of final documentation. The proceeds from the term loan will be used to fund the acquisition of American Insulated Glass (AIG) and repay existing debt. Trulite's capital structure will consist of a $60 million asset based revolving credit facility expiring in 2029 and a $400 million backed senior secured term loan maturing 2031. The B2 CFR assignment reflects governance considerations including the company's private ownership and acquisitive growth strategy offset by modest pro forma leverage. Post-acquisition, Moody's debt/EBITDA is about 4x for the last twelve month period ending September 30, 2023. While concentrated ownership and decision making could favor shareholder returns over that of creditors, Moody's expects the company to maintain a modest level of leverage as it executes its growth strategy. The B2 rating assignment on the proposed backed senior secured first lien term loan is in line with the B2 CFR. This reflects the preponderance of debt in the capital structure with subordination to company's asset based revolving credit facility. RATINGS RATIONALE The B2 CFR reflects the company's small scale, concentrated ownership and acquisitive growth strategy, which adds execution and integration risk. Trulite's industry is fragmented, which also increases the likelihood of future consolidation. The rating also reflects limited geographic diversification outside the United States and Canada that could increase vulnerability to regional economic swings. The rating benefits from the company's strong market position in the architectural glass market in North America focused on small and medium sized projects ( TWO RIVERS CORPORATE: Case Summary & Two Unsecured Creditors ------------------------------------------------------------ Debtor: Two Rivers Corporate Centre, Limited Partnership 2501 McGavock Pike Nashville, TN 37214 Business Description: Two Rivers Corporate is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of real property located at 2501 McGavock Pike Nashville, TN 37214 valued at $42 million. Chapter 11 Petition Date: February 7, 2024 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 24-00399 Judge: Hon. Charles M. Walker Debtor's Counsel: Robert J. Gonzales, Esq. EMERGELAW, PLC 4235 Hillsboro Pike, Suite 300 Nashville, TN 37215 Tel: (615) 815-1535 Email: ecf@emerge.law Total Assets: $43,420,497 Total Liabilities: $20,632,691 The petition was signed by Floyd Shechter as Chief Manager of GP, RS Development of Nashville, LLC. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LAIJ6LQ/Two_Rivers_Corporate_Centre_Limited__tnmbke-24-00399__0001.0.pdf?mcid=tGE4TAMA List of Debtor' Two Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Corporate Trade Debt $5,668 Contracting, LLC PO Box 40565 Nashville, TN 37204 2. Enviro- Scapes, LLC Trade Debt $15,018 214 Shady Grove Lane Nashville, TN 37214 ULTIMATE JET: Case Summary & 12 Unsecured Creditors --------------------------------------------------- Debtor: Ultimate Jet, LLC 6061 West Airport Drive North Canton, OH 44720 Chapter 11 Petition Date: February 8, 2024 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 24-50176 Judge: Hon. Alan M Koschik Debtor's Counsel: Peter Tsarnas, Esq. GERTZ AND ROSEN, LTD. 159 S. Main Street, Suite 400 Akron, OH 44308 Tel: (330) 255-0735 Fax: (330) 932-2367 Email: ptsarnas@gertzrosen.com Total Assets: $0 Total Liabilities: $19,208,726 The petition was signed by William S. Rudner as chief financial officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/X2NELFI/Ultimate_Jet_LLC__ohnbke-24-50176__0001.0.pdf?mcid=tGE4TAMA ULTIMATE JETCHARTERS: Seeks to Extend Plan Exclusivity to May 7 --------------------------------------------------------------- Ultimate Jetcharters, LLC, asked the U.S. Bankruptcy Court for the Northern District of Ohio to extend exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 7, 2024 and July 6, 2024, respectively. Pursuant to Sections 1121(b) and (c)(3) of the Bankruptcy Code, the Debtor has the exclusive right to file a plan of reorganization and solicit acceptances until February 7, 2024 and April 7, 2024, respectively. The Debtor believes a 90-day extension is necessary and sufficient while the Debtor is beginning the process of evaluating the Debtor's proposed plan of reorganization. However, the Debtor reserves the right to seek additional time, if needed, with the understanding that the Debtor shall not request extensions in excess of the provisions of Sections 1121(d)(2)(A) and (B). Pursuant to representations made on the record at a hearing held on January 23, 2024, the Debtor does not believe that any creditors or parties-in-interest will oppose this Motion. The Debtor explained that the requested extension is realistic and necessary, will not prejudice creditors, and will allow the Debtors time to determine the ideal avenue by which to prepare and file a feasible, and ideally a consensual, plan of reorganization. The Debtor's Counsel: Peter Tsarnas, Esq. GERTZ AND ROSEN, LTD. 159 S. Main Street, Suite 400 Akron, OH 44308 Tel:(330) 255-0735 Email: ptsarnas@gertzrosen.com About Ultimate Jetcharters Ultimate Jetcharters, LLC is a private aviation company in North Canton, Ohio. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-51404) on October 10, 2023. In the petition signed by its chief financial officer William S. Rudner, the Debtor disclosed $500,000 to $1 million in assets and $10 million to $50 million in liabilities. Judge Alan M. Koschik oversees the case. Peter Tsarnas, Esq., at Gertsz and Rosen, Ltd., represents the Debtor as legal counsel. UNITED FURNITURE: Court Approves Trustee's Modified Disclosures --------------------------------------------------------------- Judge Selene D. Maddox has entered an order that the the Disclosure Statement of United Furniture Industries, Inc., et al., as amended pursuant to the settlement reached between the Trustee and the United States Trustee and as accepted by this Court, is approved. The following modifications and amendments to the Disclosure Statement are made and included in the Amended Disclosure Statement to be filed by the Trustee and served with the Plan in accordance with this Order, and are immaterial modifications approved by the Court without the need for further notice thereof by the Trustee: Section II.B. – "The Trustee is investigating whether viable claims arising from or relating to the acts giving rise to the WARN Class Action exist in favor of the estates that, if successful, would provide contribution of non-estate funds to satisfy any liability determined to exist against the Debtors." Section III.A. – "They include any cross-claims, third-party claims or other claims available to the Trustee in the WARN Class Action, or any separately asserted Causes of Action relating to the events giving rise to the claims and defenses asserted in the WARN Class Action, and any claims arising from the events that precipitated the Debtors' dire financial situation." "The Trustee has notified the carrier under the Debtors' Insurance Policy providing coverage for acts and omissions by directors, officers, and fiduciaries (the "D&O Policy") that demands have been made upon him to investigate such potential Causes of Action against covered acts and parties under the D&O Policy. The Trustee timely made written request for coverage on December 28, 2023, during the "Extended Reporting Period" as defined under the D&O Policy of the demands, of his intention to investigate all matters relating to acts or omissions that may have caused a covered "Loss" to the Debtors and which may be a "Claim" covered under the D&O Policy." Section IV.B.2. – "The Liquidating Trustee shall serve, as provided in Section 1.9 of the Trust Agreement, without bond." Any objections to confirmation of the Plan will be filed and served on or before Tuesday, Mar. 12, 2024, by 5:00 p.m. Central Time (the "Plan Objection Deadline"). A final hearing to consider confirmation of the Plan and to hear any other matters properly before the Court (the "Confirmation Hearing") will be held before the Honorable Selene Maddox on Thursday, Mar. 21, 2024, at 10:00 a.m. Central Time, in the Thad Cochran U.S. Bankruptcy Courthouse, Highway 145E, Aberdeen, Mississippi. Parties entitled to vote on the Plan will have returned their Ballots to the designated agent for solicitation and voting on the Plan, Epiq Corporate Restructuring, LLC (the "Voting Agent"), so as to be actually received in order to be counted (the "Voting Deadline"), is 5:00 p.m. Central Time on Tuesday, Mar. 5, 2024. Amended Disclosure Statement Derek Henderson, duly appointed Chapter 11 trustee for debtors, United Furniture Industries, Inc., et al., submits this Amended Disclosure Statement. Immediately upon being appointed, the Trustee began seeking sources of post-petition financing to fund administration of the Cases, which need was critical and urgent since the Debtors had no Cash available to use on and after the shut-down of operations in November 2022. After extensive negotiations with both Wells Fargo and United Finance Services, LLC ("UFS," an affiliate of the Belford Property Trust), the Trustee sought and obtained interim and final approval from the Bankruptcy Court for a $20,000,000 post-petition credit facility from UFS (the "UFS Facility"). The UFS Facility was secured by second priority liens on the Debtors' real property. The Trustee received his first draw under the UFS Facility in mid-March and promptly paid several critical expenses many of which had been unpaid since the November shut-down, including reinstatement of the Debtors' comprehensive general liability Insurance Policy. The Trustee engaged SB 360 Capital Partners, LLC and Hilco Global as the joint liquidating agent (the "Liquidators") to manage and oversee the sale and liquidation of substantially all of the Debtors' personal property assets, including collection and enforcement of outstanding accounts receivable. Most of the assets and property to be liquidated was Collateral of Wells Fargo. The Liquidators commenced their engagement on or around April 1, 2023, and concluded their efforts near the end of August, 2023. Upon cessation of operations, the Debtors had approximately $160,000,000 (recorded as landed cost) in finished goods inventory, raw materials and pre-fabricated kits. The Debtors' books reflected accounts receivable from customers in excess of $25,000,000. The Debtors owned equipment, including rolling stock, with a book value of $35,000,000. Through the efforts of the Liquidators, approximately $37,500,000 in gross proceeds were realized from liquidation and collection of these assets during the terms of their engagement. The total costs incurred and commissions earned aggregated almost $8,200,000, for a net recovery of approximately $29,400,000. Certain small quantities of inventory and other assets remained after the Liquidators concluded their engagement, which the Trustee will continue efforts to sell. Negligible amounts are expected to be recovered as a result of these clean-up efforts. The Trustee has resolved and separately recovered certain accounts receivable and continues to attempt to collect amounts believed to be owed from customers. B. Riley Real Estate, LLC ("B. Riley") was engaged by the Trustee to market and sell all of the Debtors' real property assets, which consisted of four (4) properties in North Carolina and eleven (11) properties in Mississippi. After a fulsome process in which B. Riley sought "stalking horse" bids on any and all of the properties, in any combination, it was determined that the "stalking horse bid" submitted by Phoenix Investors, LLC ("Phoenix") for $65,000,000 for all properties (excluding the "Wood Yard" described in Section III.A.2., below, due to the ongoing insurance claims relating to that property) was the best "stalking horse" bid submitted. The Trustee entered into a Purchase Agreement with Phoenix and subjected its bid to higher and better offers of all kinds, but after the period for submitting competing bids had closed, the Phoenix "stalking horse" bid remained the highest and best bid. The Court approved the Purchase Agreement and the sale to Phoenix under § 363 of the Bankruptcy Code, and the sale closed on August 30, 2023. In connection with closing, the Trustee satisfied in full the Secured Claims of Renasant Bank, Bank of New Albany and the Belford Property Trust, each of which held first priority Liens on various of the properties sold. The Trustee also satisfied and retired the UFS Facility with the sale proceeds and all costs and expenses incurred in connection with preparing for and effecting the sale. The Trustee presently holds approximately $8,000,000 in Cash which has been collected from the liquidation of the assets and properties, the collection and recovery of other amounts due and owing to the Debtors and recoupment of amounts from Wells Fargo through the Surcharge Settlement Agreement. These amounts will be used to satisfy Allowed Claims prior to or on the Effective Date and thereafter in accordance with the distribution structure found in Section 6.4 of the Plan to fund Trust Expenses and the Trust Expense Reserve. Amounts realized from the sale or collection of property that is Collateral of Wells Fargo have been maintained throughout these Cases in segregated bank accounts, and the Trustee currently holds approximately $500,000 of such funds. After the Effective Date, the Liquidating Trustee will continue this practice in connection with the continued collection and liquidation of property that is Collateral of Wells Fargo. Class 6 consists of Allowed Unsecured Claims. Each holder of an Allowed Class 6 Claim shall receive its pro rata share of Cash realized from the collection and liquidation of Trust Assets by the Liquidating Trustee after the Effective Date in accordance with the distribution structure found in Section 6.4 of the Plan. Class 6 is Impaired and entitled to vote to accept or reject the Plan. Counsel to Chapter 11 Trustee: Douglas C. Noble, Esq. McCraney | Montagnet | Quin | Noble PLLC 602 Steed Road • Suite 200 Ridgeland, MS 39157 Tel: (601) 707-5725 Fax: (601) 510-2939 E-mail: dnoble@MMQNLaw.com and Derek A. Henderson, MS Bar No. 2260 Anna Claire Henderson, MS Bar No. 106230 1765-1 Lelia Drive, Suite 103 Jackson, MS 39216 Tel: (601) 948-3167 E-mail: derek@derekhendersonlaw.com A copy of the Order dated Jan. 26, 2024, is available at https://tinyurl.ph/MhLmn from PacerMonitor.com. A copy of the Disclosure Statement dated Jan. 26, 2024, is available at https://tinyurl.ph/MMzvO from PacerMonitor.com. About United Furniture Industries United Furniture Industries, Inc., manufactures and sells upholstery. It offers bonded leather and upholstery fabric recliners, reclining sofas and loveseats, sectionals, and sofa sleepers, as well as stationary sofas, loveseats, chairs, and ottomans. United Furniture Industries was subject to an involuntary Chapter 7 bankruptcy petition (Bankr. N.D. Miss. Case No. 22-13422) filed on Dec. 30, 2022. The petition was signed by alleged creditors Wells Fargo Bank, National Association, Security Associates of Mississippi Alabama LLC, and V & B International, Inc. On Jan. 18, 2023, the court entered the order for relief, thereby, converting the case to one under Chapter 11. On Jan. 31, 2023, eight affiliates of United Furniture Industries filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Mississippi. The affiliates are LS Logistics, LLC, Furniture Wood, Inc., UFI Transportation, LLC, United Wood Products, Inc., Associated Bunk Bed Company, FW Acquisition, LLC, UFI Royal Development, LLC, and UFI Exporter, Inc. Their Chapter 11 cases are jointly administered under Case No. 22-13422. Judge Selene D. Maddox oversees the cases. Wells Fargo is represented by R. Spencer Clift, III, Esq., while Security Associates is represented by Andrew C. Allen, Esq., at The Law Offices of Andrew C. Allen. Derek Henderson is the trustee appointed in the Debtors' Chapter 11 cases. The trustee hired McCraney, Montagnet, Quin, Noble, PLLC as bankruptcy counsel; King & Spencer, PLLC, NC Eminent Domain Law Firm and Mullin Hoard & Brown, LLP as special counsels; Harper Rains Knight & Company as financial advisor; and B. Riley Real Estate, LLC as real estate advisor. V.B.H.R.E.S.B. TOGETHER: Seeks to Hire Craig M. Geno as Counsel --------------------------------------------------------------- V.B.H.R.E.S.B. Together, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire the Law Offices of Craig M. Geno, PLLC as its counsel. The firm's services include: a. advising and consulting with the Debtor regarding questions arising from certain contract negotiations during the operation of the Debtor's business; b. evaluating and objecting to claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; c. appearing in, prosecuting, or defending suits and proceedings, and taking all necessary steps and other matters involved in or connected with the affairs of the estate of the Debtor; d. representing the Debtor in court hearings and assisting in the preparation of legal documents; e. advising and consulting with the Debtor in connection with any proposed Chapter 11 reorganization plan; and f. providing other necessary legal services. The Law Offices of Craig M. Geno will be paid at these rates: Craig M. Geno $475 per hour Associates $275 per hour Paralegals $250 per hour The firm received a retainer in the amount of $8,000. Craig Geno, Esq., an attorney at the Law Offices of Craig M. Geno, 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: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About V.B.H.R.E.S.B. Together, LLC V.B.H.R.E.S.B. Together, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 24-00194) on Jan. 25, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Veronica Hunter as manager. Judge Jamie A. Wilson presides over the case. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. VBI VACCINES: Agrees With Lenders to Extend Forbearance to Feb. 20 ------------------------------------------------------------------ VBI Vaccines Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that effective Feb. 6, 2024, VBI Vaccines Inc. 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. 20, 2024, subject to compliance by the Borrowers with the same terms and conditions as set forth in the Forbearance Agreement. There is no assurance that the Company 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. On Nov. 13, 2023, the Borrowers entered into a forbearance agreement the Lenders, pursuant to which the Lenders agreed to forbear from exercising the Secured Parties' 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, Jan. 9, 2024, and Jan. 23, 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, Jan. 23, 2024, and Feb. 6, 2024, respectively, subject to compliance by the Borrowers with the same terms and conditions as set forth in the Forbearance Agreement. 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. 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. The Company will require significant additional funds to conduct clinical and non-clinical trials, achieve and maintain regulatory approvals, and commercially launch and sell our approved products. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, government or non-governmental organization grants or subsidies, and/or revenues from potential business development transactions, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. If it is unable to obtain additional financing, the Company may be required to pursue a reorganization proceeding, including under applicable bankruptcy or insolvency laws. The above conditions raise substantial doubt about the Company's ability to continue as a going concern. VESTTOO LTD: Bermuda Liquidators Say Disclosure Inadequate ---------------------------------------------------------- Charles Thresh and Michael Morrison in their capacities as the joint provisional liquidators ("JPLs") of White Rock Insurance (SAC) Ltd. ("White Rock"), consistent with their fiduciary roles under the Order, dated August 18, 2023 (the "JPL Appointment Order"), of the Supreme Court of Bermuda, file this Objection to the Official Committee of Unsecured Creditors' (the "Committee") Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation for Vesttoo Ltd. and Its Debtor Affiliates as supplemented by the Plan Supplement ("Combined Disclosure Statement and Plan"). For the following reasons, confirmation of the Committee's Plan and final approval of the related Disclosure Statement both should be denied. Although they remain committed to consensual resolution of all Plan issues, the JPLs have concluded they must file this Objection as fiduciaries appointed by the Bermuda Supreme Court regarding certain segregated accounts that are part of White Rock (the "White Rock Cells" or "Cells"). There are several key defects in the Committee's Combined Disclosure Statement and Plan discussed below. The fundamental problem is that the Plan may prematurely and inappropriately extinguish claims based on the proprietary and equitable rights of certain White Rock Cells and would do so without the Disclosure Statement articulating this critical consequence or its basis. Further, the de facto substantive consolidation of the Debtors that would be imposed by the Plan is inconsistent with express statements in the Combined Disclosure Statement and Plan that the Plan does not impose substantive consolidation. That result also appears irreconcilable with the Bermuda statutory scheme under which the White Rock Cells were created. As court-appointed, neutral fiduciaries of those Cells on whose ultimate behalf the JPLs have asserted proprietary claims that appear to be extinguished by the Plan, the JPLs cannot permit the Plan be confirmed without objection. Thus, the JPLs assert this Objection unless and until the Plan's details, impacts, and underlying facts are made clear to all, including cedents (the "Cedents") who would be the primary economic beneficiaries of the JPLs' efforts on behalf of the Cells. Before describing other legal and technical problems with the Plan, it is important to review the history of the JPLs' ongoing efforts to find common ground and consensual solutions in these cases and the frequent failure of the Debtors and Committee to accommodate the JPLs' concerns. This history explains why the JPLs' necessary consultation with Cedents is not nearly far enough along yet for the JPLs to finish facilitating a confirmable plan for the Debtors. From the outset the JPLs have sought to be a constructive force towards maximizing recoveries for the White Rock Cells and ultimately each White Rock Cedent. That goal is challenging as, while the interests of each White Rock Cell and its applicable Cedent are aligned, the interests of each White Rock Cell and its Cedent do not always coincide with the interests of other White Rock Cells and their respective Cedents. Hence, the JPLs consistently have pressed for a cooperative, consensual resolution of disputes. Consistent with that approach, one of the JPLs' first steps was to seek chapter 15 relief in this Court to facilitate the JPLs' ability to work cooperatively with the Debtors and Committee. Unfortunately, the Debtors and Committee actively opposed that approach and, to this day, have not withdrawn their opposition to the JPLs' requests for chapter 15 relief. Further, the Debtors, with the Committee's support, made frivolous motions seeking contempt and other penalties against the JPLs for alleged violations of the automatic stay and interim stay orders in these cases based solely on the mere facts the JPLs had been appointed and sought chapter 15 relief. When the hearing on those stay violation motions and the JPLs' requests for chapter 15 relief was fast approaching, the Debtors and Committee repeatedly asked this Court to press the parties to resolve their disputes through a protocol among the Debtors, Committee and the JPLs. This Court then strongly encouraged the parties to do so. The JPLs agreed to pursue that consensual route notwithstanding their expectation to prevail in all of the then (and still) pending litigation. After the Debtors initially and thereafter the Committee took over the process of preparing initial draft protocols, the JPLs made extensive efforts to revise and comment on the draft protocol provided. After receiving the JPLs' comments, however, the Committee abandoned the protocol process. Apparently, the Committee thought the more pressing issue was to wrest control of these cases from the Debtors. The Committee wanted to stop the Debtors from continuing to wastefully expend millions of dollars trying to resurrect an illusory business premised on fraud and from continuing to work on an expensive, largely self-serving investigation of that fraud. Eventually, the Committee succeeded in terminating the Debtors' exclusive periods to propose and confirm a chapter 11 plan and the Committee's Plan efforts followed. The JPLs were fully supportive of the Committee's efforts in this regard. However, the JPLs were led to believe the abandoned protocol would be replaced by resolution of the pending disputes in connection with the Committee's chapter 11 plan. Nonetheless, the Committee's plan proposals addressed none of the JPLs' issues. Still, the JPLs waited patiently and tried to work cooperatively with the Committee. The Committee has acknowledged such efforts by the JPLs in the Combined Disclosure Statement and Plan as well as other Court filings. Equally important, while the Committee was developing and initially proposing its chapter 11 plan, the JPLs repeatedly pressed the Committee to confirm that the Plan would not provide for substantive consolidation of the Debtors due to, among other reasons, the diverse interests of the White Rock Cells and Cedents. The JPLs also raised with the Committee other concerns regarding the Plan as well as the need to resolve the still pending stay, chapter 15, and related disputes. Each time, the Committee confirmed that the Plan's substantive consolidation issue would be addressed appropriately and the other issues resolved consensually. When initial versions of the Committee's Plan appeared to be inconsistent with the Committee's assurances, the JPLs understood (apparently mistakenly) that the Plan's de facto substantive consolidation features would be remedied in the Plan Supplement documents recently filed. Nevertheless, when those documents were presented, they provided no such resolution. Hence, the JPLs continued, unsuccessfully, to press the Committee to consensually resolve all such issues. It is with deep regret, therefore, that, while the JPLs will continue to seek to resolve all these disputes consensually, the JPLs are compelled by their fiduciary duties to file this Objection. First, the Committee's Disclosure Statement fails to provide "adequate information" for creditors as required by section 1125. Thus, the Disclosure Statement should not receive final approval. Second, the Committee has not even attempted to meet, let alone met, its heavy burden to justify the de facto substantive consolidation of the Debtors incorporated in the Plan. Third, the Plan fails to satisfy multiple requirements of section 1129(a) including: (a) section 1129(a)(1)'s requirement that the Plan comply with other applicable provisions of the Bankruptcy Code, including section 541 (as the Plan appears to impact and provide for the use of cash that is not property of the Debtors' estates), section 553 (as the Plan provides for creditors to forfeit setoff rights), and section 1141(d)(3) (as the Plan's injunction would effectively impose a discharge of the Debtors prohibited in a plan of liquidation); (b) section 1129(a)(3)'s requirement that the Plan be proposed in good faith because the Plan contains several undisclosed defects that could severely prejudice certain creditors; and (c) section 1129(a)(7)'s best interests test because the Plan likely would deprive certain creditors of far higher recoveries in chapter 7 cases for certain Debtors. As noted, the JPLs would much prefer consensual resolution of all issues that addresses the concerns of certain White Rock Cells and Cedents as well as the Committee's desire for prompt confirmation of a feasible plan. Accordingly, in this Objection the JPLs also explain potential mechanisms that might help facilitate prompt confirmation of the Plan while preserving all parties' rights until the key disputes are resolved by settlement or litigation. Hopefully, those suggestions will lead to a consensual resolution of many Plan objections. Co-Counsel for the JPLs: Robert S. Brady, Esq. Kenneth J. Enos, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 E-mail: rbrady@ycst.com kenos@ycst.com -and- Peter Chaffetz, Esq. Tel: (212) 257-6961 Alan J. Lipkin, Esq. Tel: (212) 257-6922 CHAFFETZ LINDSEY LLP 1700 Broadway, 33rd Floor New York, NY 10019 E-mail: p.chaffetz@chaffetzlindsey.com a.lipkin@chaffetzlindsey.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. VOLUME INDUSTRIES: Seeks Cash Collateral Access ----------------------------------------------- Volume Industries, LLC asks the U.S. Bankruptcy Court for the Southern District of New York for authority to use cash collateral and provide adequate protection. Dime Community Bank and the Debtor are parties to three loan agreements: a Term Loan, a Line of Credit, and an Equipment Loan. On December 29, 2022, the Debtor entered into a loan with Dime in the principal amount of $150,000 with a maturity date of December 29, 2027 and an interest rate of 6.375%. The Term Loan is evidenced by a promissory note, business loan agreement and commercial security agreement, each dated December 29, 2022. On December 29, 2022, the entered into a loan with Dime in the principal amount of $350,000 with a maturity date of August 1, 2023 and a variable interest rate of 1.5 percentage points over the Wall Street Journal Prime Rate Index, resulting in an initial interest rate of 9%. The Line of Credit is evidenced by a promissory note and business loan agreement, each dated December 29, 2022. On June 10, 2020, the Debtor’s predecessors, Substate LLC and VSLA LLC entered into a loan with BNB Bank in the principal amount of $361,437 with a maturity date of June 10, 2025, pertaining to a Summa 3 metter Lasar Cutter, a loading unit for Trumpf trulaser, and a monti antonio roll/roll drum transfer calendar, which was assumed by the Debtor by assumption agreement dated May 27, 2022. The Equipment Financing Agreement is evidenced by a chattel mortgage. Dime filed UCC-1 Financing Statements against the Debtor each of which have been continued through the Petition Date or longer. On May 12, 2022, Corporation Service Company, as Representative, filed a UCC1 Financing statement # 202205125800838, the image of which is not available on the UCC-1 website maintained by New York State. As adequate protection for the Debtor’s use of the Collateral in which the Secured Creditors assert an interest and for the purpose of adequately protecting them from Collateral Diminution , the Debtor will grant Dime replacement liens in all of the Debtor's post-petition assets and proceeds, including the cash collateral and the proceeds of the foregoing, to the extent that Dime had a valid security interests in said prepetition assets on the Petition Date and in the continuing order of priority that existed as of the Petition Date. The Replacement Liens will be subject and subordinate only to: (a) fees required to be paid to the Clerk of the Bankruptcy Court during the Chapter 11 case; (b) United States Trustee fees payable under 28 U.S.C. Section 1930 and 31 U.S.C Section 3717; (c) the fees and expenses of a hypothetical Chapter 7 trustee to the extent of $10,000; (d) professional fees of duly retained professionals retained by order of the Bankruptcy Court (i) subject to the entry of interim or final orders of the Court authorizing the payment of such fees and expenses, (ii) will not exceed the sum of the dollar amount of such fees and expenses incurred prior to the occurrence of a Termination Event and not more than $2,500 incurred subsequent to the occurrence of a Termination Event, and (iii) will not exceed the amounts specifically provided for under the Budget, and, finally, (e) the recovery of funds or proceeds from the successful prosecution of avoidance actions pursuant to sections 502(d), 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code. A copy of the motion is available at https://urlcurt.com/u?l=4jKhEq from PacerMonitor.com. About Volume Industries LLC Volume Industries LLC offers technical design, fabrication, millwork, project management, logistics and installation, and digital imaging services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 24-22094) on February 1, 2024. In the petition signed by James Wegner, president, the Debtor disclosed $4,408,377 in assets and $4,901,380 in liabilities. Dawn Kirby, Esq., at KIRBY AISNER & CURLEY LLP, represents the Debtor as legal counsel. W LOFTS: Gets OK to Sell Assets to Northern Bank for $4MM --------------------------------------------------------- A U.S. bankruptcy judge approved the sale of substantially all of the assets of W Lofts Development, LLC to Northern Bank and Trust Company. In his order, Judge Christopher Panos of the U.S. Bankruptcy Court for the District of Massachusetts held that the sale agreement entered into by the companies constitutes the "highest and best offer" for the assets. "The total consideration provided for in the sale agreement entered into with the purchaser, and the transactions contemplated thereby, represent a fair and reasonable purchase price," Judge Panos said. Northern Bank and Trust Company offered $4 million for the assets, which include W Lofts' real property located at 85 Harding Street and 70 Winter Street, Worcester, Mass.; and personal property and fixtures located on the premises. The property at 85 Harding Street consists of land and building, a portion of which contains nine residential condominium units. Meanwhile, the property at 70 Winter Street is an old factory building and is part of the condominium common areas. Northern Bank and Trust Company was selected as the winning bidder at a public auction held on Sept. 21 last year. The buyer agreed to pay the $4 million at closing. The sale is an essential element of the Chapter plan of liquidation filed by the Chapter 11 trustee for W Lofts. It is anticipated that the closing of the sale will occur on the effective date of the plan, which the bankruptcy court confirmed on Jan. 23. About W Lofts Development W Lofts Development, LLC owns and manages the Blackstone Lofts Condominium, which consists of nine condominium units, at 85 Harding St., Worcester, Mass. The Debtor filed an involuntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-40157) on March 1, 2023. Judge Christopher J. Panos oversees the case. The Law Office of Neil Kreuzer serves as the Debtor's counsel. On May 25, 2023, John O. Desmond was appointed as Chapter 11 trustee for the Debtor's estate. Kate E. Nicholson, Esq., at Nicholson PC serves as his counsel. WATCHMEN SECURITY: Court OKs Cash Collateral Access Thru Feb 18 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized Watchmen Security LLC to use cash collateral on an interim basis, in accordance with the budget, through February 18, 2024. The Freedom Bank of Virginia and the U.S. Small Business Administration assert an interest in the Debtor's cash collateral. As of the Petition Date, the Debtor owes Freedom Bank the total amount of $1.2 million with respect to a promissory note dated December 29, 2022. Pursuant to a subordination agreement dated December 8, 2022, the SBA agreed to subordinate any alleged security interest it may have in the Debtor's assets pursuant a certain security agreement dated July 22, 2021 and a UCC-1 Financing Statement filed with the Indiana Secretary of State, Instrument No. 202005292627060, in favor of Freedom Bank in connection with the Promissory Note. As adequate protection, Freedom Bank will have an allowed superpriority administrative expense (effective retroactively to the Petition Date) in the Debtor's bankruptcy estate to the extent that its Replacement Liens do not adequately protect Freedom Bank against the diminution in value of cash collateral. A final hearing on the matter is set for February 14 at 11:15 a.m. A copy of the order is available at https://urlcurt.com/u?l=crzSvW from PacerMonitor.com. About Watchmen Security Watchmen Security, LLC is a commercial security, and surveillance company in Indianapolis, Ind. It specializes in physical security, camera installation, surveillance and low voltage security. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-00087) on Jan. 9, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Austin Smith, chief executive officer, signed the petition. Judge James M. Carr oversees the case. David Krebs, Esq., at Hester Baker Krebs, LLC represents the Debtor as legal counsel. WEBER-STEPHEN: Guggenheim SOF Marks $3.02MM Loan at 15% Off ----------------------------------------------------------- Guggenheim Strategic Opportunities Fund has marked its $3,028,708 loan extended to Weber-Stephen Products LLC to market at $2,586,304 or 85% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in Guggenheim SOF's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. Guggenheim SOF is a participant in a Bank Loan to Weber-Stephen Products LLC. The loan accrues interest at a rate of 8.71% (1 Month Term SOFR + 3.25%, Rate Floor: 3.25%). The loan matures on October 29, 2027. Guggenheim Strategic Opportunities Fund was organized as a Delaware statutory trust on November 13, 2006. The Fund is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended. Headquartered in Palatine, Illinois, Weber-Stephen Products LLC is a global manufacturer, marketer and distributor of barbecue grills and accessories. WELCOME GROUP: Seeks to Extend Plan Exclusivity to May 31 --------------------------------------------------------- Welcome Group 2, LLC, and affiliates asked the U.S. Bankruptcy Court for the Southern District of Ohio to extend their exclusivity periods to file a plan of reorganization and obtain acceptance thereof to May 31 and July 31, 2024, respectively. The Debtors claim that at the hearings on the motion to excuse turnover and first day motions, the Hampton Inn-Sidney, a Hilton property, owned by Debtor Hilliard Hotels, LLC, was under review for retention of the Hilton flag or brand. There was to be an upcoming Cure Date of December 14, 2023 at the Hampton Inn, based upon the most recent Quality Assurance Evaluation on May 3, 2023. Moreover, both prior to and subsequent to the Cure Date, InnVite Hospitality, the property manager, through its principal Andy Vasani, has continued to upgrade the hotel and has been in constant communication with Hilton representatives in regard to the issues raised in the Special Product Evaluation and overall Property Improvement Plan ("PIP"), and has worked diligently towards approval of same. The Debtors explained that the Hampton Inn has continued to operate as a Hilton branded hotel. Mr. Vasani intends to continue working with Hilton towards approval of the PIP. The Debtors need sufficient time to determine the impact of same on their overall operational income and present a projected budget in line with the status of the hotel and accordingly a plan. Further, Mr. Vasani is currently negotiating to flag The Hotel at Dayton South (Dayton Hotels, LLC) with a national hotel chain, which will result in a significant increase in income for the hotel. Dayton Hotels, LLC and Mr. Vasani need sufficient time to finalize and close these negotiations which again will impact any plan to be proposed by the Debtors. This is the Debtors' second request for extension. The Debtors' exclusive period to file a plan was extended from December 30, 2023, to February 29. Their exclusive period to obtain plan acceptances expires February 28, 2024. Counsel for the Debtors: Darlene E. Fierle, Esq. Ira H. Thomsen, Esq. Denis E. Blasius, Esq. THOMSEN LAW GROUP, LLC 140 North Main Street, Suite A Springboro, OH 45066 Telephone: (937) 748-5001 Facsimile: (937) 748-5003 Email: ithomsen@ihtlaw.com dfierle@ihtlaw.com dblasius@ihtlaw.com About Welcome Group 2 Welcome Group 2, LLC, Hilliard Hotels, LLC and Dayton Hotels, LLC own hotels and are headquartered at 5955 E. Dublin Granville Road, New Albany, Ohio. Debtor Hilliard Hotels owns the Hampton Inn-Sidney, a Hilton property. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 23-53043) on September 1, 2023. In the petition signed by Abhijit Vasani, as president, InnVite Opco, Inc., sole member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mina Nami Khorrami oversees the case. Denis E. Blasius, Esq., at Thomsen Law Group, LLC, represents the Debtor as legal counsel. WESTERN CONCRETE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Western Concrete Pumping, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, for authority to use cash collateral in accordance with the budget, with a 15% variance, and provide adequate protection. The Debtor requires the use of cash collateral to maintain operations, pay utilities, pay employees, and cover other overhead expenses required for the maximization of the value of the Debtor's assets. The following parties have asserted or may assert secured claims to WCP’s deposit accounts and cash: a. First United Bank and Trust Company, located at 1400 West Main Street, Durant, Oklahoma 74701; and b. U.S. Small Business Administration, located at 1545 Hawkins Blvd., Ste. 202, El Paso, Texas 79925. The Prepetition Indebtedness was identified following the Debtor's review of UCC Financing Statements filed with the Texas Secretary of State, California Secretary of State, Arizona Secretary of State, Louisiana Secretary of State, and Delaware Secretary of State and a review of the Debtor’s own records for deposit account control agreements. Secured Lenders will be adequately protected as the combination of cash and account receivables currently outnumber cash usage by a significant margin. Further, as adequate protection for the use of cash collateral, the Secured Lenders will be granted a general plus priority and continuing lien upon and security interest in and to all of the Debtor's right, title, and interests in, to, and against the Secured Lenders' collateral. A copy of the motion is available at https://urlcurt.com/u?l=CSeNDD from PacerMonitor.com. About Western Concrete Pumping, Inc. Western Concrete Pumping, Inc. is a concrete pumping company with a fleet of over 125 machines servicing Southern California, Arizona, Texas and Louisiana. WCP also offers other specialty equipment including mini-placers, Telebelts and line pulling products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40234) on February 1, 2024. In the petition signed by Brett Reid, CFO, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Mark A. Castillo, Esq., at CARRINGTON, COLEMAN, SLOMAN, & BLUMENTHAL, LLP, represents the Debtor as legal counsel. WESTJET LOYALTY: Fitch Assigns 'BB-' Rating on Senior Secured Loan ------------------------------------------------------------------ Fitch Ratings has assigned ratings of 'BB-'/'RR2' to WestJet Loyalty LP's proposed senior secured term loan. The proposed debt issuance will be secured by WestJet's loyalty program assets and brand intellectual property. Proceeds from the issuance will be used to partly refinance the company's existing term loan. In November 2023, Fitch upgraded WestJet's Long-Term Issuer Default Rating to 'B' from 'B-'. The upgrade reflected continuing improvement in demand for Canadian air travel that is driving top line growth and improved profit margins for WestJet. Results through the first part of 2023 outperformed Fitch's prior expectations, and the agency now anticipates that EBITDAR leverage and coverage metrics will be consistent with 'B' rating tolerances in the 2024-2025 timeframe. KEY RATING DRIVERS Loyalty Program Debt Rating: WestJet's planned debt issuance will be secured by a priority interest in its WestJet Rewards loyalty program and brand intellectual property. WestJet will act as a parent guarantor, while the notes will be issued by WestJet Loyalty LP, a new Alberta based SPV. The 'BB-'/'RR2' rating for the notes is driven by a bespoke recovery analysis. Fitch's recovery analysis is based on a going-concern scenario in which the agency uses an estimated sustainable EBITDA of CAD600 million and an EV multiple of 5x. Fitch's going-concern EBITDA estimate reflects a post-restructuring scenario where margins are structurally impaired, potentially by a weak operating environment, rising costs and competition, or a combination thereof. The choice of this multiple considers the historical bankruptcy case study exit multiples for peer companies ranged from 3.1x to 6.8x Fitch believes the core nature of the collateral represented by the loyalty program and brand IP provide compelling motivation for the airline to affirm its obligations in a bankruptcy scenario. Fitch also expects the value of the collateral to grow over time as WestJet's fleet and topline revenues grow. However, the value of the assets largely rests on WestJet continuing as a going concern. Liquidation of the airline would materially affect the collateral values and weaken recovery. Solid Recovery in Traffic: Canadian air traffic showed solid momentum in 2023, driving much improved financial results for WestJet. Traffic first rebounded sharply in 2022 after initially lagging the recovery in the U.S. relative to 2019 levels. The Canadian recovery is now largely in line with the U.S. Fitch's prior forecasts anticipated some weakness, with persistent inflation dampening consumer demand. However, air travel demand continues to hold. Fitch expects Canadian air traffic growth to slow from its recent pace but to remain positive based on expectations for modest macroeconomic growth, potential improvement in business travel, and positive impacts driven by sizeable levels of migration into Canada. Credit Metrics Improving: Fitch calculates WestJet's gross EBITDAR leverage at roughly 5.6x at Sept. 30, 2023, which remains elevated from pre-pandemic levels but is better than prior expectations. Fitch anticipates that leverage will decline further as operating margins continue to improve, driven by relatively stable demand and the benefits of the company's strategic network reconfiguration. WestJet also benefits from additional EBITDA acquired through its integration of Sunwing, following the close of the acquisition in May 2023. EBITDAR fixed-charge coverage, which had also been depressed post-pandemic, is expected to rise toward 2x within the forecast period, from below 1x in 2022. DERIVATION SUMMARY WestJet's 'B' IDR is two notches below its primary domestic competitor, Air Canada. The difference reflects WestJet's higher near-term leverage prospects and smaller relative size. WestJet's liquidity position is also not as strong as Air Canada's, which likely has better access to funds given its size and unencumbered assets. These factors are partially offset by WestJet's favorable cost structure, and relative exposure to business demand, which is taking longer to recover from the pandemic. KEY ASSUMPTIONS - Rebounding traffic in 2023, leaving total RPMs down in the single digits below 2019 levels; - Traffic continues to grow modestly in 2024 despite softer economic conditions; - Operating margins improve sequentially but remain below pre-pandemic levels through Fitch's forecast period, reflecting higher operating costs and modest assumptions about unit revenues. RECOVERY ANALYSIS The recovery analysis assumes that WestJet would be reorganized as a going concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach Fitch has assumed a going-concern EBITDA of CAD600 million The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. Fitch's going-concern EBITDA estimate reflects a post-restructuring scenario where margins are structurally impaired, potentially by a weak operating environment, rising costs and competition, or a combination thereof. The EV multiple is reflective of prior airline bankruptcies. An EV multiple of 5.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considers the historical bankruptcy case study exit multiples for peer companies ranged from 3.1x to 6.8x. These assumptions lead to an estimated recovery of 'BB-'/'RR2' for the senior secured debt. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Total adjusted debt/EBITDAR below 4.5x; - Operating EBITDAR/gross interest + rent above 2x; - EBIT margins sustained in the mid-single digits or higher; - Evidence of increasing financial flexibility, potentially including an increasing base of unencumbered assets. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Operating EBITDAR/gross interest + rent toward 1.5x; - Total adjusted debt/EBITDAR sustained above 5.5x; - Heightened liquidity risks, including cash + revolver availability falling toward $800 million and/or decreasing likelihood of ability to access contingent liability options. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: Fitch views Westjet's liquidity as supportive. The company ended the third quarter with CAD1.4 billion in cash and cash equivalents and full availability on its USD350 million revolver. Maturities are manageable, largely consisting of the 2026 maturity of the company's term loan B. Capital spending will step up over the forecast period, but capex primarily consists of financeable aircraft. ISSUER PROFILE WestJet Airlines, Ltd. is Canada's second largest airline. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- WestJet Loyalty LP senior secured LT BB- New Rating RR2 WOOF HOLDINGS: DWS Floating Marks $198,473 Loan at 18% Off ---------------------------------------------------------- DWS Floating Rate Fund has marked its $198,473 loan extended to Woof Holdings Inc to market at $162,086 or 82% of the outstanding amount, as of November 30, 2023, according to a disclosure contained in DWS Floating's Form N-CSR for the Fiscal year ended November 30, 2023, filed with the Securities and Exchange Commission on February 2, 2024. DWS Floating is a participant in a First Lien Term Loan (90-day average SOFR + 3.75%) to Woof Holdings Inc. The loan accrues interest at a rate of 9.397%. The loan matures on December 21, 2027. DWS Floating Rate Fund is a diversified series of Deutsche DWS Portfolio Trust, which is registered under the Investment Company Act of 1940, as amended, as an open-end investment management company organized as a Massachusetts business trust. Headquartered in Tewksbury, Massachusetts, Woof Holdings, Inc., through its acquisition of The Wellness Pet Food Holdings Company, Inc., is a manufacturer of premium pet food and treats, mainly in North America. YELLOW CORP: Repays $700-Mil. CARES U.S. Treasury Loan ------------------------------------------------------ Yellow Corporation (YELLQ) on Feb. 5, 2024, announced the repayment of a secured U.S. Treasury ("Treasury") loan it received through the Coronavirus Aid, Relief, and Economic Security (CARES) Act under a provision of the CARES Act earmarked for businesses critical to maintaining U.S. national security. Yellow has repaid $700 million in principal, as well as more than $151 million in interest, which includes all outstanding principal and accrued interest on the loan. In doing so, Yellow has fully satisfied its loan commitments under its agreement with Treasury. Yellow applied for its CARES Act loan in April 2020, as it faced potentially crippling economic dislocations caused by the Coronavirus pandemic. Ultimately, on July 7, 2020, after months of extensive due diligence and the Department of Defense providing Yellow the requisite national security certification, Treasury approved Yellow's loan application. Treasury also received 29.6% of Yellow's stock, totaling 15.9 million shares. Treasury's equity stake is currently worth approximately $72 million. "This repayment demonstrates Yellow's absolute commitment to fulfilling its promise to the American taxpayers that its CARES Act loan would be repaid in full with interest," said Yellow's Chief Restructuring Officer, Matthew Doheny. "At the time the loan was made, the U.S. supply chain was in danger of collapse and Yellow was proud to have secured its CARES Act loan, which helped Yellow preserve its 30,000 jobs, protect the U.S. economy during the height of the Covid crisis, and ensure that our brave men and women in uniform continued to receive the supplies they needed to defend our great nation." Doheny added that, "despite receiving bipartisan support, Yellow's CARES Act loan would not have been possible without the leadership of President Trump and Secretary Mnuchin for which Yellow is and remains grateful." Yellow's counsel, Marc E. Kasowitz of Kasowitz Benson Torres LLP, noted that, between July 2020 and October 2022, "Yellow's CARES Act loan helped Yellow make significant progress executing its strategically vital fleet and network modernization efforts that would have enabled Yellow to compete against the non-union carriers that dominate the industry. All of that progress, however, was destroyed when the International Brotherhood of Teamsters (IBT) leadership, under the direction of Sean O'Brien, took a militant zero-sum approach to dealing with Yellow that prevented Yellow from completing its network optimization." According to Kasowitz, "just as Yellow kept its promise to the American taxpayers by repaying its CARES Act loan in full, so too will Yellow keep its promise to the 30,000 former Yellow employees who lost their good-paying jobs by seeking redress from the IBT for causing Yellow's bankruptcy as detailed in Yellow's breach of contract lawsuit against the IBT." For information about Yellow's lawsuit against the International Brotherhood of Teamsters, please visit https://investors.myyellow.com/news-releases/news-release-details/yellow-corporation-files-137-million-lawsuit-against. About Yellow Corporation Yellow Corporation -- http://www.myyellow.com/-- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corporation had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel; Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel; Kasowitz, Benson and Torres, LLP as special litigation counsel; Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as investment banker; and Alvarez and Marsal as financial advisor. Epiq Bankruptcy Solutions is the claims and noticing agent. Milbank LLP serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve as counsels to Beal Bank USA and the U.S. Department of the Treasury, respectively. On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer & Feld, LLP and Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller Buckfire as investment banker; and Huron Consulting Services, LLC, as financial advisor. YIELD10 BIOSCIENCE: RSM US Bowing Out as Independent Auditor ------------------------------------------------------------ Yield10 Bioscience, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on February 2, 2024, RSM US LLP notified the Chair of the Audit Committee of the Board of Directors of the Company of its decision not to stand for reappointment as the Company's independent registered public accounting firm. Later that day, RSM sent the Chair of the Audit Committee a letter confirming RSM's decision not to stand for reappointment. RSM's previously issued reports on the Company's consolidated financial statements as of and for the years ended December 31, 2022 and 2021, respectively, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that RSM's reports on the Company's consolidated financial statements as of and for the years ended December 31, 2022 and 2021 contained a separate paragraph stating that "...As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and does not have sufficient liquidity to meet forecasted costs. This raises substantial doubt about the Company's ability to continue as a going concern... The financial statements do not include any adjustments that might result from the outcome of this uncertainty." In addition, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and RSM on accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of RSM, would have caused it to make reference to the disagreement in its reports on the Company's financial statements for either of the two fiscal years or the subsequent interim period preceding RSM's decision not to stand for reappointment. During the two most recent fiscal years and the subsequent interim period preceding RSM's decision not to stand for reappointment, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The Chair of the Audit Committee discussed with RSM the reasons for its decision not to stand for reappointment, and the Company is currently in the process of identifying a successor independent registered public accounting firm. The Company will authorize RSM to respond fully to the inquiries of the successor independent registered public accounting firm, which has yet to be selected. The Company has provided RSM with a copy of the disclosures required by Item 304(a) of Regulation S-K contained in Item 4.01 of this Current Report on Form 8-K and has requested that RSM furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the Company's statements made in response to those requirements and, if not, stating the respects in which it does not agree. A full-text copy of RSM's letter, dated February 5, 2024, confirming RSM's agreements with these statements are available at http://tinyurl.com/3zr5seum About Yield10 Yield10 Bioscience, Inc. -- http://www.yield10bio.com/-- is an agricultural bioscience company focused on the large-scale production of low carbon sustainable products from processing Camelina seed using the oilseed Camelina sativa ("Camelina") as a platform crop. Yield10 Bioscience reported a net loss of $13.57 million for the year ended Dec. 31, 2022, compared to a net loss of $11.03 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $6.04 million in total assets, $5.65 million in total liabilities, and $392,000 in total stockholders' equity. Boston, Massachusetts-based RSM US LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 14, 2023, citing that the Company has suffered recurring losses from operations and does not have sufficient liquidity to meet forecasted costs. This raises substantial doubt about the Company's ability to continue as a going concern. [*] Oksana Lashko Joins Morrison Foerster's Insolvency Practice --------------------------------------------------------------- Morrison Foerster, a leading global law firm, on Feb. 7 announced the arrival of Oksana Lashko as a partner in the firm's Business Restructuring + Insolvency Group in the Transactions Department, based in the New York office. Ms. Lashko brings over 15 years of corporate restructuring and bankruptcy experience to the firm, representing debtors, creditors, official and ad hoc committees, and other significant parties-in-interest in a broad range of matters, including chapter 11 cases, out-of-court restructurings, cross-border insolvency matters, bankruptcy-related acquisitions, and insolvency-sensitive transactions and investments. Ms. Lashko joins Morrison Foerster from another leading global firm, where she was a member of the Restructuring and Finance Group and built a successful creditors' committee practice. Lashko focuses her varied practice representing secured and unsecured creditors, including lenders and bondholders, and official and ad hoc committees in connection with both out-of-court restructurings and bankruptcy cases; buyers and sellers in distressed M&A transactions; various constituents with respect to complex litigation matters; and various constituents, on the company and creditor side, with respect to liability management transactions and all other aspects of corporate restructurings. "Oksana is an outstanding lawyer and an excellent strategic addition to our restructuring team and our firm," said Lorenzo Marinuzzi, co-chair of Morrison Foerster's Business Restructuring + Insolvency Group. "Oksana's deep client relationships and extensive creditors' committee experience further expand our premier restructuring capabilities and enable us to service additional clients amid an increasingly robust and in-demand restructuring marketplace." Some of Ms. Lashko's representative matters include representing official and ad hoc committees of a leading appliance manufacturer, a producer of power generation products, a full-service real estate company, multiple oil and gas and offshore drilling companies, a luxury retailer, an automotive supplier, and several shipping companies, as well as company-side representations involving a leading textbook publisher, printing and pulp producer companies, retail companies and a financial services provider. "Morrison Foerster is an industry leader with a premier restructuring practice and team, not to mention deep capital markets and financing credentials and an exceptional global platform," said Ms. Lashko. "I look forward to working with my new colleagues across the firm's offices, to help advise our clients with their complex restructuring matters, while continuing to grow my committee practice on the ground in New York." Prior to her most recent firm, Ms. Lashko spent nearly two years as a partner at another leading international firm based in New York, where she developed a premier official committee practice. Prior to that, she was at another prominent multinational firm, where she represented ad hoc creditor groups and private equity sponsors in bankruptcy and out of court restructuring and distressed transactions. Ms. Lashko earned her B.A. from Colgate University and her J.D. summa cum laude from Brooklyn Law School. She is admitted to practice in New York. About Morrison Foerster Morrison Foerster -- http://www.mofo.com-- is a global law firm that transforms complexity into advantage for its clients. Its clients include some of the largest financial institutions, banks, consulting and accounting firms, and Fortune 100, technology, and life sciences companies. Highlighting the firm's commitment to client service, leadership in market-changing deals and impact litigation, and values-based culture, Morrison Foerster has been named to The American Lawyer's A-List for 20 of the ranking's 21 years. Year after year, the firm receives significant recognition from Chambers and The Legal 500 across their various guides, including Global, USA, Asia Pacific, Europe, UK, Latin America, and FinTech Legal. Its lawyers passionately care about delivering legal excellence while living our values. Morrison Foerster has a longstanding commitment to creating a culture that respects and celebrates differences, while providing an inclusive environment. The firm has achieved Mansfield Certification Plus since 2018 as a result of having at least 30 percent women, minority, LGBTQ+, and lawyers with disabilities representation across notable leadership roles and within the partnership. In addition, the firm was selected as the "Outstanding Firm for Diversity & Inclusion" as part of the Chambers Diversity & Inclusion Awards: USA 2023. Morrison Foerster also has a long history of commitment to the community and society through providing pro bono legal services, including litigating for civil rights and civil liberties, improving public education and fostering the wellbeing of children, advocating for veterans, promoting international human rights, enforcing the right to asylum, and safeguarding the environment. [] New Jersey Mixed-Use Building Up for Sale on February 15 ----------------------------------------------------------- Northgate Real Estate Group has been exclusively retained to run the bankruptcy sale of a prime mixed-use building located at 112-122 Broad Street, Elizabeth, New Jersey. The property boasts 54,000 sf with 3 retail tenant and 15 residential units, and 100 feet of retail frontage along Broad Street, located in prime downtown Elizabeth. The property also contains 2 loading docks and 17 parking spaces. This property's location is situated just steps from the newly renovated Elizabeth Street NJ Transit Station offering a 32-minute train ride to NY Penn Station. The deadline to submit bids is Feb. 7, 2024, at 5:00 p.m. (EST), opening bid is $7,500,000. An auction is scheduled on Feb. 15, 2024, at 3:00 p.m. (EST) Interested bidders must contact Felix Ades of Northgate Realty Group at Felix@nortgatereg.com. [^] BOOK REVIEW: The Luckiest Guy in the World ---------------------------------------------- Author: Boone Pickens Publisher: Beard Books Paperback: US$34.95 Review by Gail Owens Hoelscher Buy a copy for yourself and one for a colleague on-line at: http://www.beardbooks.com/beardbooks/the_luckiest_guy_in_the_world.html "This is the story of a man who turned a $2,500 investment into America's largest independent oil company in thirty years and along the way discovered that something is terribly wrong with corporate America. Mesa Petroleum is the company, and I'm the man." Thus begins the autobiography of Boone Pickens, who prefers to be referred to without his first initial, "T." Mr. Pickens' autobiography was originally published in 1987, at the end of the rollercoaster years when he was one of the most famous (or infamous, depending on your point of view) and most-feared corporate raiders during a decade known for corporate raiding. For the 2000 Beard Books edition, Pickens wrote an additional five chapters about the subsequent, equally tumultuous, 13 years, during which time he suffered corporate raiders of his own, recapitalized, and retired, only to see his beloved company merge with Pioneer. One of his few laments is being remembered mainly for the high-profile years, rather than for the company he built from virtually nothing. Of the takeover attempts, he says: "I saw undervalued assets in the public marketplace. My game plan with Gul, Phillips, and Unocal wasn't to take on Big Oil. Hell, that wasn't my role. My role was to make money for the stockholders of Mesa. I just saw that Big Oil's management had done a lousy job for their stockholders." He would prefer to be known as a champion of the shareholder rights movement, which prompted big corporations to become more responsive to the needs and demands of their stockholders. He founded the United Shareholders Association, a group that successfully lobbied for changes in corporate governance. In a memorable interview in the May/June 1986 Harvard Business Review, Pickens said, "Chief executives, who themselves own few shares of their companies, have no more feeling for the average stockholder than they do for baboons in Africa." Boone Pickens was born in 1928 in Holdenville, Oklahoma. His grandfather was Methodist missionary to the Indians there; his father was a lawyer and small player in the oil business. People in Holdenville worked hard and used such expressions as "Root hog or die," meaning "Get in and compete or fail." The family later moved to Amarillo, Texas, where Pickens went to Texas A&M for one year, but graduated from Oklahoma State University in 1951 with a degree in geology. He worked at Phillips Petroleum for three years, and then, despite growing family obligations, struck out on his own. His wife's uncle told him, "Boone, you don't have a chance. You don't know anything." This book is a wonderful read. Pickens pulls no punches, and is as hard on himself as anyone else. He talks about proxy fights, Texas-Oklahoma football games, his three marriages, poker, takeover strategies, and unfair duck hunting practices, all in the same easy tone. You feel like he's sitting right there in the room with you. Pickens ends the introduction to this story with this: "How I got from a little town in Eastern Oklahoma to the towers of Wall Street is an exciting, unlikely, sometimes painful story. And, if you're young and restless, I'm hoping you'll make a journey similar to mine." Root hog or die! Thomas Boone Pickens Jr. -- https://boonepickens.com/ -- was an American business magnate and financier. Among his lengthy accolades, Time magazine has identified him one of it 100 most influential people, Financial World named him CEO of the Decade in 1989 and Oil and Gas Investor identified him as one of the "100 Most Influential People of the Petroleum Century." He was born in May 1928. He died September 11, 2019. ********* 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 ***