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240213.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 13, 2024, Vol. 28, No. 43 Headlines 80 WEST WASHINGTON: Case Summary & Eight Unsecured Creditors 8200 REALTY: Seeks to Hire Michael A. King as Legal Counsel ABEOME CORPORATION: Leon Jones Named Subchapter V Trustee ABILITY AUTOS: Jarrod Martin Named Subchapter V Trustee ACCONCI STUDIO: Gerard Luckman Named Subchapter V Trustee ADON PROPERTIES: Court OKs Cash Collateral Access Thru April 11 ALPINE SUMMIT: Seeks to Extend Plan Exclusivity to March 8 AMERICAN LEGION: Holly Miller of Gellert Named Subchapter V Trustee AMK INVESTMENT: Hires Welch and Company LLC as Attorney AMYRIS INC: Restructuring Plan Okayed, Hands Over Co. to John Doerr ANASTASIA PARENT: $650MM Bank Debt Trades at 27% Discount APEX TOOL: $350MM Bank Debt Trades at 16% Discount ARSENAL AIC: S&P Assigns 'B-' Rating on $50MM Unsecured Notes ASTRA ACQUISITION: $1.30BB Bank Debt Trades at 39% Discount ASTRA ACQUISITION: $500MM Bank Debt Trades at 67% Discount ASTRO ONE: $155MM Bank Debt Trades at 61% Discount AT HOME GROUP: $600MM Bank Debt Trades at 52% Discount AUDACY CAPITAL: $770MM Bank Debt Trades at 44% Discount AVEANNA HEALTHCARE: $415MM Bank Debt Trades at 21% Discount AVENTIV TECHNOLOGIES: $1.03BB Bank Debt Trades at 29% Discount AYA BAKERY: Jami Nimeroff Named Subchapter V Trustee AYALA PHARMACEUTICALS: Issues 30.7M Shares to Noteholders AYALA PHARMACEUTICALS: Shareholders OK Immunome APA AZALEA GYNECOLOGY: Files Emergency Bid to Use Cash Collateral AZALEA GYNECOLOGY: John Rhyne Named Subchapter V Trustee B, C & D LAND: Hires Robert W. Raley as Attorney BCPE NORTH STAR: $225MM Bank Debt Trades at 18% Discount BIJOU HILL: Has Deal on Cash Collateral Access BIRD GLOBAL: Creditors Ask Court to Reject $73-Mil. Bankruptcy Loan BRINKER INTERNATIONAL: Moody's Alters Outlook on Ba3 CFR to Stable BRUNSWICK HEALTH: Obtains Banks' Approval to Continue NOI BYJU'S ALPHA: $1.20BB Bank Debt Trades at 77% Discount CANO HEALTH: $644.4MM Bank Debt Trades at 68% Discount CANOO INC: Special Counsel Says $20M Offering Validly Authorized CANOPY GROWTH: Incurs C$216.8 Million Net Loss in Third Quarter CANOPY GROWTH: Incurs CAD$216.8MM Net Loss in Q3 2023 CARESTREAM DENTAL: $160MM Bank Debt Trades at 83% Discount CARESTREAM DENTAL: $375MM Bank Debt Trades at 20% Discount CARESTREAM HEALTH: $540.8MM Bank Debt Trades at 18% Discount CARROLS CORP: Chapter 15 Case Summary CARROLS LLC: Chapter 15 Case Summary CARVANA CO: Ernest Garcia III Holds 21.4% of Class A Shares CCS-CMGC HOLDINGS: $500MM Bank Debt Trades at 18% Discount CENERGY LLC: Seeks Continued Cash Collateral Access CIDARA THERAPEUTICS: Nasdaq Grants Request for Continued Listing COFFEE HOLDING: Marcum LLP Raises Going Concern Doubt CONVERGEONE HOLDINGS: $1.11BB Bank Debt Trades at 53% Discount CREEKWOOD LEGACY: Wins Cash Collateral Access on Final Basis CS MIDTOWN: Voluntary Chapter 11 Case Summary CUMULUS MEDIA: $525MM Bank Debt Trades at 26% Discount DIAMOND SPORTS: Reaches 2024 MLB Teams Broadcat Deals DIGITAL MEDIA: $225MM Bank Debt Trades at 50% Discount ECHOSTAR CORP: Moody's Gives Caa2 CFR on Dish Network Transaction EISNER ADVISORY: Moody's Rates New First Lien Loans 'B2' ELECTRONICS FOR IMAGING: $875MM Bank Debt Trades at 35% Discount ELEVATE TEXTILES: $250MM Bank Debt Trades at 25% Discount ENDO INTL: Asks Court for Opioid Lawsuit Pause Extension ESCAMBIA OPERATING: Trustee Hires Mccraney as Conflict Counsel ESCEE DELIVERY: Unsecureds Will Get 63.19% of Claims over 3 Years EUROBISTRO LLC: Jerrett McConnell Named Subchapter V Trustee EVOKE PHARMA: Prices $30 Million Underwritten Public Offering EYE CARE: U.S. Trustee Appoints Creditors' Committee EYECARE PARTNERS: $250MM Bank Debt Trades at 47% Discount EYECARE PARTNERS: $440MM Bank Debt Trades at 46% Discount EYECARE PARTNERS: $750MM Bank Debt Trades at 45% Discount FEH INC: S&P Rates New $1.78BB Term Loan 'BB-' FTX GROUP: Asks Court Okay to Sell $175-Mil. Claim Against Genesis GALLERIA 2425: Hires Norris & Associates as Accountant GENESISCARE USA: $350MM Bank Debt Trades at 80% Discount GHX ULTIMATE: S&P Rates New $721MM First-Lien Term Loan 'B-' GLOBAL ONE: Brian Shapiro Named Subchapter V Trustee GOL LINHAS: Creditor's Meeting Set for February 29 GOTO GROUP: $2.25BB Bank Debt Trades at 39% Discount GTT COMMUNICATIONS: $350MM Bank Debt Trades at 29% Discount HELIUS MEDICAL: Sells $1.6 Million Worth of Class A Shares HORNBLOWER SUB: $60MM Bank Debt Trades at 22% Discount HUBBARD RADIO $372MM Bank Debt Trades at 22% Discount IBIO INC: Incurs $8.2 Million Net Loss in Second Quarter INTEGRATED VENTURES: Incurs $354K Net Loss in Second Quarter INTELLIPHARMACEUTICS: Issues 1.9M Stock Options to D&Os, Employees JACON LLC: Court OKs Cash Collateral Access Thru March 31 JAWED DEVELOPMENT: Lawrence Katz Named Subchapter V Trustee JEDLAND LLC: Seeks to Hire Heerin Law PLLC as Counsel JIMMY MOTOR: Aaron Cohen Named Subchapter V Trustee JP INTERMEDIATE B: $288MM Bank Debt Trades at 87% Discount JSCO ENTERPRISES: Hires Bradley Ebenhoeh as Accountant KATY ABA: Files Emergency Bid to Use Cash Collateral KATY ABA: Melissa Haselden Named Subchapter V Trustee KIPP NORTH: S&P Affirms 'BB-' Rating on 2020A/B Lease Rev. Bonds KNIGHT HEALTH: $450MM Bank Debt Trades at 60% Discount KNS MOTEL: Wins Cash Collateral Access Thru March 12 LAJOHNTY HOLDINGS: Property Sale Proceeds to Fund Plan LAKEPORT CF: Amends Unsecureds & Several Secured Claims Pay Details LIFESCAN GLOBAL: $275MM Bank Debt Trades at 48% Discount LIGHTSTONE HOLDCO: S&P Alters Outlook to Pos., Affirms 'B-' ICR LITTLE FALLS: Seeks to Hire Ragues PLLC as Attorney LOMBARD FLATS: Christopher Hayes Named Subchapter V Trustee LUCKY PENNY: Files Emergency Bid to Use Cash Collateral LUMEN TECHNOLOGIES: $5BB Bank Debt Trades at 28% Discount MAC AUTO: Joe Supple Named Subchapter V Trustee MAGENTA BUYER: $3.18BB Bank Debt Trades at 36% Discount MAGENTA BUYER: $750MM Bank Debt Trades at 66% Discount MASONITE INTERNATIONAL: Moody's Puts Ba1 CFR on Review for Upgrade MASONITE INTERNATIONAL: S&P Places 'BB+' LT ICR on Watch Positive MAVENIR SYSTEMS INC: $585MM Bank Debt Trades at 33% Discount MAVENIR SYSTEMS: $145MM Bank Debt Trades at 33% Discount MEDICAL SOLUTIONS: $270MM Bank Debt Trades at 18% Discount MILLENIA HOLDING: Jerrett McConnell Named Subchapter V Trustee MLN US HOLDCO: $155.8MM Bank Debt Trades at 40% Discount MOTLEY MILL: Hires Williams & Williams as Real Estate Broker MOUNTAINEER MERGER: $200MM Bank Debt Trades at 18% Discount MSN GROUP: Marc Albert of Stinson Named Subchapter V Trustee NANOSTRING TECHNOLOGIES: Gets Nasdaq Delisting Notice NANOSTRING TECHNOLOGIES: Secures $142.5 Million DIP Financing NEAR INTELLIGENCE: Unsecureds' Recovery "Undetermined" in Plan NEW TROJAN: $605MM Bank Debt Trades at 80% Discount NEWELL BRANDS: Moody's Cuts Unsecured Notes to Ba3, Outlook Neg. NJ CRIMINAL: Aaron Cohen Named Subchapter V Trustee NOBLE HOUSE: Seeks to Extend Plan Exclusivity to April 8 NOBLE'S SONG LLC: Commences Subchapter V Bankruptcy NORMAN GROUP: Marc Albert of Stinson Named Subchapter V Trustee NORTHRIVER MIDSTREAM: S&P Affirms 'BB' ICR on Cabin Monetization P2 OAKLAND: Hires Donald C. Schwartz as Special Counsel PACKERS HOLDINGS: $1.24BB Bank Debt Trades at 34% Discount PAGANUS LLC: Court OKs Cash Collateral Access Thru Feb 28 PANDORA MARKETING: Joli Lofstedt Named Subchapter V Trustee PARTS ID INC: Prepackaged Chapter 11 Plan Okayed PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 24% Discount PHUNWARE INC: Streeterville Promissory Note Now Fully Paid PJP ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors PLUTO ACQUISITION: $873MM Bank Debt Trades at 17% Discount PM MANAGEMENT: Areya Holder Aurzada Named Subchapter V Trustee POLAR US: $1.48BB Bank Debt Trades at 28% Discount PRETIUM PKG: $1.25BB Bank Debt Trades at 17% Discount PROS HOLDINGS: The Woestemeyers Hold 5.73% Stake PRR 200 LLC: Creditors to Get Proceeds From Liquidation QUEST SOFTWARE: $765MM Bank Debt Trades at 50% Discount R&D TRANSPORT: Rolling Stock & Real Estate Proceeds to Fund Plan RADIATE HOLDCO: $3.42BB Bank Debt Trades at 19% Discount RAOCORE TECHNOLOGY: Hires 10Ninety Group LLC as Bookkeeper RAYONIER: S&P Stays 'B-' ICR on New M&G Modifier Assessment REDSTONE HOLDCO: $1.11BB Bank Debt Trades at 17% Discount REEVA DINING: Case Summary & Nine Unsecured Creditors RESEARCH NOW: $250MM Bank Debt Trades at 72% Discount RESEARCH NOW: $975MM Bank Debt Trades at 37% Discount ROCKHOUSE LIVE: Unsecureds Will Get 21.5% of Claims over 5 Years RODAN & FIELDS: $413MM Bank Debt Trades at 79% Discount RRG INC: Tiffany Caron Named Subchapter V Trustee RSC ACQUISITION: $700MM Bank Debt Trades at 16% Discount RYJA GROUP: Eric Terry Named Subchapter V Trustee S.A.M.S. VENDING: Robert Gainer Named Subchapter V Trustee SAM'S SERVICE: Amends Fora Financial & SBA Secured Claims Pay SENMIAO TECHNOLOGY: Raises Going Concern Doubt SHEN'S PEKING: Aleida Molina Named Subchapter V Trustee SHIELDS NURSING: Seeks Cash Collateral Access SHIFT TECHNOLOGIES: Tracee Norfleet Appointed to Committee SHO HOLDING: $233MM Bank Debt Trades at 28% Discount SILVER TRIDENT: Court OKs Cash Collateral Access Thru March 24 SK NEPTUNE: $610MM Bank Debt Trades at 62% Discount SM WELLNESS: $100MM Bank Debt Trades at 17% Discount SOUTH VALLEY CEMENT: $16.5MM Bank Debt Trades at 16% Discount STARBOARD HOME: Amy Denton Mayer Named Subchapter V Trustee STG LOGISTICS: $750MM Bank Debt Trades at 35% Discount STIMWAVE TECHNOLOGIES: Trustee Wants Perryman Actions Stayed STONEYBROOK FAMILY: Hires Latham Luna Eden as Counsel TEAM HEALTH: $1.59BB Bank Debt Trades at 16% Discount TELESAT LLC: $1.91BB Bank Debt Trades at 39% Discount THRASIO LLC: $325MM Bank Debt Trades at 55% Discount TLH TRANSPORT: Hires Christianson & Freund LLC as Attorney TRINITY PLACE: Gets Stockholder Approvals for TPHS Purchase Deal TUPPERWARE BRANDS: Charles Schwab Has 9.8% Stake as of Dec. 31 ULTIMATE JETCHARTERS: Questions Creditors' Committee Membership UPHEALTH INC: Registers Additional 933,557 Shares Under 2021 Plan VALCOUR PACKAGING: $420MM Bank Debt Trades at 18% Discount WESTERN CONCRETE: Court OKs Interim Cash Collateral Access WESTERN DENTAL: $490MM Bank Debt Trades at 47% Discount WHITEWATER DBR: Moody's Assigns First Time Ba1 Corp. Family Rating WILLIAM INSULATION: Mark Dennis Named Subchapter V Trustee WP NEWCO: $1.01BB Bank Debt Trades at 20% Discount WW INTERNATIONAL: $945MM Bank Debt Trades at 41% Discount XPLORNET COMMS: $200MM Bank Debt Trades at 76% Discount XPLORNET COMMS: $995MM Bank Debt Trades at 52% Discount YEP COMMERCE: Unsecureds Will Get 2.5% of Claims in Plan [] JTRE Equity Interest Up for Sale on February 28 [^] Large Companies with Insolvent Balance Sheet ********* 80 WEST WASHINGTON: Case Summary & Eight Unsecured Creditors ------------------------------------------------------------ Debtor: 80 West Washington Place Real Estate Holdings, LLC 80 West Washington Place New York, NY 10011 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of real property located at 80 West Washington Place, New York, NY 10011 valued at $17 million. Chapter 11 Petition Date: February 11, 2024 Court: United States Bankruptcy Court Southern District of New York Case No.: 24-10217 Judge: Hon. John P. Mastando III Debtor's Counsel: H Bruce Bronson, Esq. BRONSON LAW OFFICES PC 480 Mamaroneck Ave Harrison, NY 10528-1621 Tel: (914) 269-2530 Fax: (888) 908-6906 Email: hbbronson@bronsonlaw.net Total Assets: $17,000,000 Total Liabilities: $26,058,735 The petition was signed by William Rainero as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ME7DX2A/80_West_Washington_Place_Real__nysbke-24-10217__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Eight Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Con Edison Utilities $80,000 4 Irving Pl New York, NY 10003-3502 2. Emigrant Mortgage $2,323,433 Company, Inc. 7 Westchester Plaza Elmsford, NY 10523 3. Internal Revenue Service $0 PO Box 7346 Philadelphia, PA 19101-7346 4. James D. Burchetta, Esq. Legal Services $60,000 2 Homestead Lane, #412 Greenwich, CT 06831 5. NYC Tax Commission $0 5030 Broadway, Unit 603, FL 6 New York, NY 1003 6. The Galinn Fund LLC $4,000,000 399 Knollwood Rd White Plains, NY 10603-1931 7. UE Architecture $3,500 315 W. 39th Street New York, NY 10018 8. William J Camera Accounting $5,000 Camera & Ford CPA's Services 555 Broadhollow Road, Ste 330 Melville, NY 1147-5001 8200 REALTY: Seeks to Hire Michael A. King as Legal Counsel ----------------------------------------------------------- 8200 Realty Associates LLC and its affiliate seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Michael A. King as counsel. The firm will provide these services: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with creditors and other parties in interest; c. prepare on behalf of the Debtor all/necessary schedules, application, motions, answer, orders, reports, and other legal papers; d. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all, matters pending before the Court; e. represent the Debtor, if need be, in connection with obtaining post petition financing; f. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and g. perform all other legal services of the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interest of the Debtor, its creditor and its estate. The firm will be paid at the rate of $225 per hour. The firm received a retainer in the amount of $5,000 from Ira Joseph Epstein as owner of the Debtor. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael A. King, Esq., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael A. King, Esq. 41 Schermerhorn Street, #228 Brooklyn, NY 11201 Telephone: (646) 824-9710 Email: Romeo1860@aol.com About 8200 Realty Associates LLC 8200 Realty Associates LLC in Brooklyn, NY, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-42775) on August 3, 2023, listing $100 in assets and $8,280,765 in liabilities. Ira Joseph Epstein as owner, signed the petition. Judge Nancy Hershey Lord oversees the case. LAW OFFICE OF RACHEL S. BLUMENFELD PLLC serve as the Debtor's legal counsel. ABEOME CORPORATION: Leon Jones Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 21 appointed Leon Jones, Esq., at Jones & Walden, LLC, as Subchapter V trustee for Abeome Corporation. Mr. Jones will be paid an hourly fee of $475 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Jones declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Leon S. Jones, Esq. Jones & Walden, LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: ljones@joneswalden.com About Abeome Corporation Abeome Corporation specializes in biotechnology research and development in Jefferson, Ga. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-20137) on February 2, 2024, with $1,262,966 in assets and $2,784,700 in liabilities. N. Kirby Alton, chairman, signed the petition. Michael Pugh, Esq., at Thompson, O'Brien, Kappler & Nasuti, PC represents the Debtor as legal counsel. ABILITY AUTOS: Jarrod Martin Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 7 appointed Jarrod Martin, Esq., a practicing attorney in Houston, as Subchapter V trustee for Ability Autos, LLC and R.A.M. Advertizing, Inc. Mr. Martin will be paid an hourly fee of $600 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Martin declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jarrod B. Martin, Esq. 1200 Smith Street, Suite 1400 Houston, TX 77002 Phone: 713-356-1280 Email: JBM.Trustee@chamberlainlaw.com About Ability Autos Ability Autos, LLC and R.A.M. Advertizing, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-30351) on January 31, 2024. Ronnie Weiss, managing member, signed the petitions. At the time of the filing, Ability Autos disclosed up to $500,000 in both assets and liabilities while R.A.M. Advertizing disclosed up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Jeffrey P. Norman oversees the cases. Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor as bankruptcy counsel. ACCONCI STUDIO: Gerard Luckman Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., at Forchelli Deegan Terrana, LLP as Subchapter V trustee for Acconci Studio Inc. Mr. Luckman will be paid an hourly fee of $695 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Luckman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gerard R. Luckman, Esq. Forchelli Deegan Terrana, LLP 333 Earle Ovington Blvd., Suite 1010 Uniondale, NY 11553 Tel: (516) 812-6291 Email: gluckman@ForchelliLaw.com About Acconci Studio Acconci Studio Inc., a company in Brooklyn, N.Y., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-40494) on January 31, 2024, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Maria Acconci, president, signed the petition. Judge Jil Mazer-Marino oversees the case. Douglas Pick, Esq., at Pick & Zabicki, LLP represents the Debtor as legal counsel. ADON PROPERTIES: Court OKs Cash Collateral Access Thru April 11 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Central Division, authorized Adon Properties LLC to use cash collateral on an interim basis, in accordance with the budget, through April 11, 2024. As adequate protection, Wilmington Savings Fund Society, FSB will be granted continuing liens in the Debtor's assets and properties to the extent such liens are valid and proper, and existed pre-petition. Said replacement liens and security interest will secure an amount of Wilmington's claim equal to the aggregate diminution, if any, subsequent to the Petition Date, in the value of Wilmington's collateral, whether resulting from the use of cash collateral, the imposition of the automatic stay, or otherwise. Such replacement liens and security interests will have the same validity, enforceability, and priority vis a vis the Debtor, as debtor in possession, and vis a vis the liens and security interests of Wilmington as existed immediately prior to the Petition Date. The liens granted will be deemed valid and perfected notwithstanding the requirements of non-bankruptcy law with respect to perfection. The post-petition grant of liens will be supplemental of, and in addition to, the lien and security interests that Wilmington possesses pursuant to its loan documents. The Debtor, commencing in the month of January, 2024, will make monthly adequate protection payments to Wilmington in the amount of $1,000, no later than the 15th day of the month, with application of such payments to principal, interest or otherwise subject to further Order of the Court. A hearing on the matter is set for April 11 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=Xs5ReF from PacerMonitor.com. About Adon Properties Adon Properties, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-41035) on December 11, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Elizabeth D. Katz oversees the case. Robert Girvan, Esq., at Weiner Law Firm, P.C. represents the Debtor as bankruptcy counsel. ALPINE SUMMIT: Seeks to Extend Plan Exclusivity to March 8 ---------------------------------------------------------- Alpine Summit Energy Partners, Inc., and its debtor-affiliates asked the U.S. Bankruptcy Court for the Southern District of Texas to extend the periods within which the Debtors have the exclusive right to file a plan of reorganization and obtain acceptance thereof to March 8 and May 10, 2024, respectively. The Debtors point out that their Chapter 11 Cases are steadily progressing and since entry of the First Exclusivity Order have filed the Plan and the Disclosure Statement, and established a schedule to approve the Disclosure Statement and confirm the Plan. The Debtors seek an extension of the Exclusive Periods to protect the progress made to date and to ensure that the Debtors stay on track to confirm the Plan out of an abundance of caution. An extension of the Exclusive Periods will prevent the risk of delay, disruption, and additional costs that could follow an expiration of the Exclusive Periods. The Debtors claim that the size and complexity of the Chapter 11 Cases warrant extension of the Exclusive Periods. During the course of the Chapter 11 Cases, creditors have filed approximately 950 proofs of claim. The Debtors dispute a significant portion of this number and are in the process of determining the validity, priority, and extent of the claims through the Lien Procedures Order. Further, a cursory review of the docket shows that any relief sought by the Debtors has often been confronted with resistance from many of their various creditors. Dealing with the numerous objections filed by various creditors have significantly added to the complexity of the Chapter 11 Cases. Extension of the Exclusive Periods is justified on the basis of the size and complexity of the Chapter 11 Cases, especially where the Plan is already filed and an extension is only sought as a protective measure. The Debtors seek to maintain exclusivity so parties with competing interests do not impede the Debtors' efforts to obtain stakeholder support for a value-maximizing plan, especially in light of the fact that the Debtors already filed the Plan. Extending exclusivity benefits all parties in interest by preventing the drain on time and the resources of the Debtors' estates that will occur when multiple parties, with potentially diverging interests, pursue the consideration of their own respective plans. Counsel to the Debtors: Eric M. English, Esq. M. Shane Johnson, Esq. Megan Young-John, Esq. Michael B. Dearman, Esq. James A. Keefe, Esq. Jordan Stevens, Esq. PORTER HEDGES LLP 1000 Main St., 36th Fl. Houston, TX 77002 Tel: (713) 226-6000 Fax: (713) 226-6248 E-mail: eenglish@porterhedges.com sjohnson@porterhedges.com myoung-john@porterhedges.com mdearman@porterhedges.com jkeefe@porterhedges.com jstevens@porterhedges.com About Alpine Summit Energy Partners Alpine Summit Energy Partners Inc. and its affiliates develop, own, and operate oil and gas properties in several formations in Texas. Alpine Summit Energy Partners and its affiliates, including HB2 Origination, LLC, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90739) on July 5, 2023. In the petition filed by Craig Perry, CEO and Chairman of Board of Directors, Alpine Summit Energy Partners estimated assets up to $50,000 and liabilities between $500,000 and $1 million. Affiliate Ageron Energy II, LLC estimated $100 million to $500 million in assets and $1 million to $10 million in liabilities. Affiliate HB2 Origination, LLC estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Porter Hedges, LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; Huron Consulting Services, LLC as financial advisor; and White & Case LLP as special litigation counsel. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Reed Smith, LLP as bankruptcy counsel and Huron Consulting Services, LLC as restructuring advisor. Ryan Bouley of Huron serves as chief restructuring officer. AMERICAN LEGION: Holly Miller of Gellert Named Subchapter V Trustee ------------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Holly Miller, Esq., at Gellert Scali Busenkell & Brown, LLC as Subchapter V trustee for American Legion Ambulance Association, Inc. Ms. Miller will be paid an hourly fee of $425 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Miller declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Holly S. Miller, Esq. Gellert Scali Busenkell & Brown, LLC 1628 John F. Kennedy Boulevard, Suite 1901 Philadelphia, PA 19103 Phone: (215) 238-0012 Fax: (215) 238-0016 Email: hsmiller@gsbblaw.com About American Legion Ambulance Association American Legion Ambulance Association, Inc. is a non-profit company that provides emergency medical services in several municipalities in Salem County, N.J., along with non-emergency medical transportation. American Legion Ambulance Association 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, with up to $50,000 in assets and $1 million to $10 million in liabilities. Charles McSweeney, president of EMS Consulting Services, signed the petition. The Debtor is represented by Carol L. Knowlton, Esq., at Gorski & Knowlton, PC. AMK INVESTMENT: Hires Welch and Company LLC as Attorney ------------------------------------------------------- AMK Investment Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Welch and Company, LLC as attorney. The firm will make: a. preparation of petition, schedules and statements and any amendments; b. preparation of client for duties while in a Chapter 11 bankruptcy; c. attendance at Initial Debtor Interview ("IDI") scheduled by the Office of the United States Trustee and facilitation of Debtor's requirements for the attendance at any initial status conference as directed by the court, and attendance at the Sec. 341 meeting of creditors; d. draft and preparation of first day motions, employment applications, and other related pleadings; e. management of the receipt, review, and filing of Monthly Operating Reports and any other documents, reports, or filings that Debtor is required to submit; f. preparation of applications for compensation of WELCH and any other professionals that may be employed by the estate; g. preparation of pleadings related to sale applications or valuation motions, if any; h. attendance at hearings and meetings not otherwise designated above; i. negotiations with creditors regarding critical aspects of the Chapter 11 proceeding and the confirmation process; j. consultations with the Debtor regarding the Chapter 11 proceeding and advising the responsible party regarding various aspects of the matter; k. consultations with professionals who the estate may need to hire; l. preparation of the Combined Plan and Disclosure Statement and ballots and service upon creditors; m. filing and representation during any adversary proceedings that may arise; and n. all other responsibilities and duties of counsel not specified here will also be undertaken by WELCH. The firm will be paid at these rates: Eric C. Welch, Esq. $250 per hour Gregory Smith, Esq. $250 per hour Synthia Kendall, paralegal $125 per hour Lisa Hancock, legal assistant $70 per hour The firm will be paid a retainer in the amount of $5,762. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric C. Welch, Esq. at Welch & Company, 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: Eric C. Welch, Esq. WELCH & COMPANY, LLC 400 N. High Street, Suite 201 Muncie, IN 47305 Telephone: (765) 282-9501 About AMK Investment Properties, LLC AMK Investment Properties, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-00099) on Jan. 9, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge James M Carr oversees the case. Eric C. Welch, Esq. at Welch, Gregg & Company, LLC represents the Debtor as counsel. AMYRIS INC: Restructuring Plan Okayed, Hands Over Co. to John Doerr ------------------------------------------------------------------- Jonathan Randles of Bloomberg News reports that Amyris Inc., which develops environmentally friendly ingredients for beauty products, won bankruptcy court approval on a restructuring plan that hands control of the biotechnology business to Kleiner Perkins Chairman L. John Doerr. Judge Thomas M. Horan said Friday, he'd approve the plan which provides Amyris with as much as $160 million in exit financing backstopped by Foris Ventures LLC, an investment firm affiliated with Doerr, and other lenders that financed the company's Chapter 11 restructuring, according to court documents. Doerr was also a member of Amyris' board of directors when it filed bankruptcy in August 2023. About Amyris Inc. Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a leading synthetic biotechnology company, transitioning the Clean Health & Beauty and Flavors & Fragrances markets to sustainable ingredients through fermentation and the company's proprietary Lab-to-Market(TM) technology platform. This Amyris platform leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the company to rapidly bring new innovation to market at commercial scale. Amyris ingredients are included in over 20,000 products from the worldps top brands, reaching more than 300 million consumers. Amyris also owns and operates a family of consumer brands that is constantly evolving to meet the growing demand for sustainable, effective and accessible products. Amyris, Inc, et al., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. The petitions were signed by Han Kieftenbeld as interim chief executive officer & chief financial officer. In the petition, Amyris disclosed $679,679,000 in assets and $1,327,747,000 in liabilities. Pachulski Stang Ziehl & Jones LLP serves as the Debtors' bankruptcy counsel. Fenwick & West, LLP is the Debtorps corporate counsel. The Debtors tapped PricewaterhouseCoopers LLP as their financial advisor, while Intrepid Investment Bankers LLC serves as the Debtors' investment banker. Stretto, Inc., is the Debtors' claims, noticing, solicitation agent and administrative adviser. ANASTASIA PARENT: $650MM Bank Debt Trades at 27% Discount --------------------------------------------------------- Participations in a syndicated loan under which Anastasia Parent LLC is a borrower were trading in the secondary market around 73.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 61.1 cents-on-the-dollar the previous week ended Feb. 2. The $650.0 million facility is a Term loan that is scheduled to mature on August 11, 2025. The amount is fully drawn and outstanding. Anastasia Parent, LLC is the parent company of Anastasia Beverly Hills, Inc., a prestige cosmetics brand that focuses on eyebrow shaping products. APEX TOOL: $350MM Bank Debt Trades at 16% Discount -------------------------------------------------- Participations in a syndicated loan under which Apex Tool Group LLC is a borrower were trading in the secondary market around 84.3 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $350 million facility is a Term loan that is scheduled to mature on February 8, 2030. The amount is fully drawn and outstanding. Apex Tool Group, LLC manufactures tools. The Company offers mechanics, trade, specialty tools, chains, truck boxes, jobsite storage products, and drill chucks, as well as soldering, cutting, motion control and air ventilation bits, torque measurement, metal cutting, and drilling solutions. ATG serves industrial, automobiles, aerospace, construction, and electronic markets. ARSENAL AIC: S&P Assigns 'B-' Rating on $50MM Unsecured Notes ------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '6' recovery rating to Arsenal AIC Parent LLC's $500 million senior unsecured notes. The '6' recovery rating indicates our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in a hypothetical default scenario. S&P said, "All other ratings are unchanged, including our 'B+' long-term issuer credit rating on Arsenal AIC and our issue-level ratings on its secured debt. Our 'B+' issuer credit rating on Arsenal AIC (doing business as Arconic Corp.) reflects Arconic's business position as a large producer in the globally concentrated, but competitive, aluminum rolling industry and its large debt load following its 2023 leveraged acquisition. "Our view of the company's credit quality is unchanged, with only one quarter of reported financial performance since its acquisition by Apollo and Irenic Capital Partners and concurrent refinancing in July 2023. The recent repricing of its $1.421 billion term loan B due 2030 will modestly reduce interest expense. We expect interest costs will drop about $11 million per year with this repricing, which is modest in the context of about $700 million of run-rate S&P Global Ratings-adjusted EBITDA and an estimated 2024 interest burden of about $280 million." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'B-' issue-level rating, with a recovery rating of '6', to Arsenal AIC Parent LLC's $500 million senior unsecured notes, indicating negligible (0%) recovery in the event of a default. -- S&P 'B+' issue-level rating on Arsenal's $1.421 billion term loan B is unchanged, as is the '3' recovery rating, indicating average (50%-70%) recovery in the event of a default. The term loan has a first secured position in Arsenal's capital structure. -- S&P's 'B+' issue-level rating and '3' recovery rating on Arsenal's $700 million senior secured notes due 2030 is unchanged. The '3' recovery rating indicates our expectation for average (50%-70%) recovery in a hypothetical default scenario. -- A $1.2 billion asset-based lending (ABL) facility (not rated) has a priority claim over working capital assets. -- S&P said, "Our simulated default scenario incorporates a default occurring because of a rising debt load and a decline in earnings from market-share losses or materials substitution. Our simulated default scenario also assumes Arconic's creditors would receive the greatest recovery if the company emerged from bankruptcy as a going concern." -- S&P estimates a distressed gross recovery value of approximately $2.4 billion based on emergence EBITDA of about $450 million (consistent with fixed charges) and a 5.5x EBITDA multiple. This multiple is in line with the multiples it uses for downstream metals peers. -- S&P's emergence EBITDA assumption incorporates its recovery assumptions for a minimum capital expenditure (2% based on historical evidence), its standard 15% cyclicality adjustment for metals processors, and a 5% operational adjustment to lower the emergence valuation in line with similarly rated issuers. Simulated default assumptions -- S&P assumes Arsenal defaults in 2028 after losing key customers because of competition or substitution that is potentially worsened by prolonged weakness in its core markets. -- EBITDA multiple: 5.5x -- EBITDA at emergence: $450 million -- Gross estimated enterprise value: $2.4 billion Simplified waterfall -- Net enterprise value after 5% administrative costs and $350 million of pension obligations: $2 billion -- Priority claims, including 60% drawn ABL: $735 million -- Estimated first-lien claims at default: $2.1 billion (excluding ABL) --Recovery expectations for first-lien claims: 50%-70% (rounded estimate: 55%) -- Remaining collateral value: $0 -- Estimated unsecured claims at default (including secured deficiency claims): $1.4 billion --Recovery expectations for unsecured claims: 0%-10% (rounded estimate: 0%) ASTRA ACQUISITION: $1.30BB Bank Debt Trades at 39% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Astra Acquisition Corp is a borrower were trading in the secondary market around 60.6 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 64.9 cents-on-the-dollar the previous week ended Feb. 2. The $1.30 billion facility is a Term loan that is scheduled to mature on October 25, 2028. About $772.0 million of the loan is withdrawn and outstanding. Astra Acquisition Corp. is a provider of cloud-based software solutions for higher educational institutions. ASTRA ACQUISITION: $500MM Bank Debt Trades at 67% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Astra Acquisition Corp is a borrower were trading in the secondary market around 32.9 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 48.0 cents-on-the-dollar the previous week ended Feb. 2. The $500 million facility is a Term loan that is scheduled to mature on October 25, 2029. The amount is fully drawn and outstanding. Astra Acquisition Corp. is a provider of cloud-based software solutions for higher educational institutions. ASTRO ONE: $155MM Bank Debt Trades at 61% Discount -------------------------------------------------- Participations in a syndicated loan under which Astro One Acquisition Corp is a borrower were trading in the secondary market around 39.0 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 45.3 cents-on-the-dollar the previous week ended Feb. 2. The $155 million facility is a Term loan that is scheduled to mature on October 25, 2029. The amount is fully drawn and outstanding. Founded in 2021 and based in the US, Astro One Acquisition Corporation is a merged entity of Petmate and Brody. Both companies engage in the production and distribution of pet products such as cat waste management products, toys, kennels, shelters, chews, and feeding and watering products. AT HOME GROUP: $600MM Bank Debt Trades at 52% Discount ------------------------------------------------------ Participations in a syndicated loan under which At Home Group Inc is a borrower were trading in the secondary market around 48.5 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 44.3 cents-on-the-dollar the previous week ended Feb. 2. The $600 million facility is a Term loan that is scheduled to mature on July 24, 2028. The amount is fully drawn and outstanding. At Home Group Inc. owns and operates home decor stores. The Company offers furniture, home furnishings, wall decor and decorative accents, rugs, and housewares. AUDACY CAPITAL: $770MM Bank Debt Trades at 44% Discount ------------------------------------------------------- Participations in a syndicated loan under which Audacy Capital Corp is a borrower were trading in the secondary market around 56.4 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 48.9 cents-on-the-dollar the previous week ended Feb. 2. The $770 million facility is a Term loan that is scheduled to mature on November 18, 2024. About $630.5 million of the loan is withdrawn and outstanding. 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. Dunn & Crutcher LLP and Howley Law PLLC represent the Ad Hoc First Lien Group, which was formed by the beneficial holders or the investment advisors or managers for certain beneficial holders in their capacities as lenders under the Credit Agreement, dated as of Oct. 17, 2016, by and among Audacy Capital Corp. (formerly known as Entercom Media Corp.), as borrower, the Guarantors (as defined in the Credit Agreement) party thereto from time to time, the lenders and issuing banks party thereto from time to time, and Wilmington Savings Fund Society, FSB, as administrative and collateral agent. * * * Audacy, Inc. and its Affiliated Debtors filed with the Bankruptcy Court a Disclosure Statement for Joint Prepackaged Plan of Reorganization dated January 7, 2024. The Debtors have entered into a Restructuring Support Agreement with (i) certain term and revolving loan lenders under the Credit Agreement, dated as of October 17, 2016; and (ii) certain second lien noteholders under (x) the indenture governing the 2027 Notes, dated as of April 30, 2019 and (y) the indenture governing the 2029 Notes, dated as of March 25, 2021, in each case, among Audacy Capital Corp., as issuer, the guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee and notes collateral agent. It is contemplated that the Restructuring will result in a reduction of the Debtors' total long-term principal debt from approximately $1.9 billion to approximately $350 million. Each Holder of Claims under the First Lien Credit Agreement will receive on the Effective Date, its Pro Rata share of (a) the Second-Out Exit Term Loans and (b) the First Lien Claims Equity Distribution, which consists of, in the aggregate, of 75% of the New Common Stock issued and outstanding on the Effective Date. Each Holder of Claims under the Second Lien Notes Indentures will receive its Pro Rata share of the Second Lien Notes Claims Equity Distribution, which consists of (a) in the aggregate, 15% of the New Common Stock issued and outstanding on the Effective Date (inclusive of the shares that may be issued in connection with the exercise of the Special Warrants, but excluding shares that may be issued in connection with the exercise of the New Second Lien Warrants), subject to dilution on account of the MIP Equity and the New Second Lien Warrants, and (b) the distribution of 100% of the New Second Lien Warrants. Holders of Other Priority Claims, Other Secured Claims, Secured Tax Claims, and General Unsecured Claims will be Unimpaired and are presumed to accept the Plan. Holders of 510(b) Claims and Existing Parent Equity Interests will be Impaired and are deemed to reject the Plan. AVEANNA HEALTHCARE: $415MM Bank Debt Trades at 21% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Aveanna Healthcare LLC is a borrower were trading in the secondary market around 79.0 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 74.8 cents-on-the-dollar the previous week ended Feb. 2. The $415 million facility is a Term loan that is scheduled to mature on December 10, 2029. The amount is fully drawn and outstanding. Aveanna Healthcare LLC provides health care services. The Company offers pediatric skilled nursing, therapy, autism, enteral nutrition, and adult services. AVENTIV TECHNOLOGIES: $1.03BB Bank Debt Trades at 29% Discount -------------------------------------------------------------- Participations in a syndicated loan under which Aventiv Technologies LLC is a borrower were trading in the secondary market around 71.5 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 77.5 cents-on-the-dollar the previous week ended Feb. 2. The $1.03 billion facility is a Term loan that is scheduled to mature on November 1, 2024. The amount is fully drawn and outstanding. Carrollton, Texas-based Aventiv Technologies LLC is a diversified technology company that provides innovative solutions to customers in the corrections and government services sectors. Aventiv is the parent company to Securus Technologies and AllPaid. AYA BAKERY: Jami Nimeroff Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC as Subchapter V trustee for Aya Bakery, LLC and affiliates. Mr. Nimeroff will be paid an hourly fee of $400 for his services as Subchapter V trustee while paralegals will be compensated at $185 per hour. Mr. Nimeroff declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jami Nimeroff, Esq. Brown McGarry Nimeroff, LLC 919 N. Market Street, Suite 420 Wilmington, DE 19801 Telephone: (302) 428-8142 Fax: (302) 351-2744 Email: jnimeroff@bmnlawyers.com About Aya Bakery Aya Bakery, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10147) on February 1, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Karen B. Owens oversees the case. Maria Aprile Sawczuk, Esq., at Goldstein & Mcclintock, Lllp represents the Debtor as legal counsel. AYALA PHARMACEUTICALS: Issues 30.7M Shares to Noteholders --------------------------------------------------------- Ayala Pharmaceuticals, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 7, 2024, the noteholders and warrant holders exercised in full their conversion right under the Senior Convertible Notes and the Warrants (the latter on a cashless basis), utilizing a conversion price equal to 50% of the Common Stock's price per share as of market close on Nov. 16, 2023. As a result, an aggregate of 30,736,555 shares of Common Stock were issued by the Company to the noteholders and warrant holders pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof, for the sale of securities not involving a public offering. On Nov. 17, 2023, Ayala Pharmaceuticals issued Senior Convertible Promissory Notes in an aggregate amount of $4.0 million, to several existing lenders and investors in the Company, including Israel Biotech Fund I, L.P., Israel Biotech Fund II, L.P., Arkin Bio Ventures L.P. and Biotel Limited. The Company and Israel Biotech Fund I, L.P. and Israel Biotech Fund II, L.P. also agreed to amend and restate the terms of the Senior Secured Convertible Promissory Notes issued by the Company on Aug. 7, 2023, to conform to the terms of the Senior Convertible Notes. The Senior Convertible Notes and the amended and restated Existing Secured Notes were convertible into shares of the Common Stock at any time at the option of the noteholders, and subject to mandatory conversion upon certain events, at a conversion price equal to the lower of (i) 50% of the Common Stock's price per share as of market close on Nov. 16, 2023 and (ii) 50% of the Common Stock's price per share as of the close of market on the Trading Day immediately prior to the date of the Notice of Conversion, subject to certain adjustments. In connection with the issuance of the Senior Convertible Note and the amendment and restatement of the Existing Secured Notes, the Company also issued to the noteholders warrants to purchase an aggregate of 22,500,000 shares of the Common Stock with an exercise price equal to the lower of (A) 50% of the Common Stock's price per share as of market close on Nov. 16, 2023 and (ii) 50% of the Common Stock's price per share as of the close of market on the Trading Day immediately prior to the date of the Notice of Exercise of the warrant, subject to adjustment, which exercise may be on a cashless basis. About Ayala Pharmaceuticals Formerly known as Advaxis, Inc., Ayala Pharmaceuticals, Inc. is a clinical-stage oncology company focused on developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. Ayala reported a net loss of $14.36 million for the year ended Oct. 31, 2022, compared to a net loss of $17.86 million for the year ended Oct. 31, 2021. As of March 31, 2023, the Company had $20.99 million in total assets, $9.83 million in total current liabilities, $1.48 million in total long-term liabilities, and $9.67 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Feb. 9, 2023, citing that the Company 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. During the three months ended September 30, 2023, the Company had a reduction in workforce in which the employment of approximately 30% of the Company's employees was terminated. This reduction in workforce has not yet required the Company to cease any major development efforts. Following the reduction in workforce, the Company had 21 employees. The Company expects to be able to meet its financial obligations to its employees and to its creditors only if able to reach agreements on payment terms and secure additional funding. The Company is evaluating additional reductions in costs, including additional reductions in workforce expenses and is also actively working on securing additional funding to help meet current obligations. If the Company is unable to obtain funding, the Company would be forced to delay, reduce, or eliminate its research and development programs, which could adversely affect its business prospects, or the Company may be unable to continue operations. As such, those factors 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. AYALA PHARMACEUTICALS: Shareholders OK Immunome APA --------------------------------------------------- Ayala Pharmaceuticals, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 8, 2024, that stockholders, who are collectively the holders of a total of 33,432,989 shares of the Company's Common Stock, $0.001 par value, constituting approximately 78.4% of the voting power of the outstanding shares of Common Stock at the close of business on such date, executed the Written Consent authorizing, approving and adopting the Asset Purchase Agreement between Company and Immunome, Inc. and the transactions contemplated thereby, including the Asset Sale and other transactions contemplated by the Asset Purchase Agreement and the related transaction documents. The Company intends to file with the SEC, no later than the 10th Business Day following the Execution Date, an information statement in preliminary form describing the Asset Purchase Agreement and the transactions contemplated thereby, including the Asset Sale. Following SEC review, a definitive version of the Information Statement will be mailed to stockholders of the Company. On Feb. 5, 2024, the Company and Immunome, as purchaser, entered into an Asset Purchase Agreement pursuant to which Purchaser will acquire certain of the Company's assets and liabilities related to its AL101 and AL102 programs, which constitute substantially all of the Company's assets. The Asset Purchase Agreement, the Asset Sale and the other transactions contemplated by the Asset Purchase Agreement have been approved by the board of directors of the Company and were subject to receipt of approval of the stockholders of Ayala. Pursuant to the Asset Purchase Agreement, holders of more than a majority of the issued and outstanding shares of capital stock of the Company were to execute and deliver to the Company, within three business days after the Execution Date, a written consent authorizing, approving and adopting the Asset Purchase Agreement and the transactions contemplated thereby, including the Asset Sale and other transactions contemplated by the Asset Purchase Agreement and the related transaction documents. About Ayala Pharmaceuticals Formerly known as Advaxis, Inc., Ayala Pharmaceuticals, Inc. is a clinical-stage oncology company focused on developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. Ayala reported a net loss of $14.36 million for the year ended Oct. 31, 2022, compared to a net loss of $17.86 million for the year ended Oct. 31, 2021. As of March 31, 2023, the Company had $20.99 million in total assets, $9.83 million in total current liabilities, $1.48 million in total long-term liabilities, and $9.67 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Feb. 9, 2023, citing that the Company 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. During the three months ended September 30, 2023, the Company had a reduction in workforce in which the employment of approximately 30% of the Company's employees was terminated. This reduction in workforce has not yet required the Company to cease any major development efforts. Following the reduction in workforce, the Company had 21 employees. The Company expects to be able to meet its financial obligations to its employees and to its creditors only if able to reach agreements on payment terms and secure additional funding. The Company is evaluating additional reductions in costs, including additional reductions in workforce expenses and is also actively working on securing additional funding to help meet current obligations. If the Company is unable to obtain funding, the Company would be forced to delay, reduce, or eliminate its research and development programs, which could adversely affect its business prospects, or the Company may be unable to continue operations. As such, those factors 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. AZALEA GYNECOLOGY: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------- Azalea Gynecology, P.A. asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Wilmington Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay rent, insurance, utilities, medical supplies, payroll, communication and internet service, and professional fees. The Debtor acknowledges that certain creditors may have a lien on cash collateral pursuant to 11 U.S.C. Section 363. Specifically, certain creditors may have a lien on accounts receivable existing on the Petition Date, and the Debtor seeks to use proceeds from the collection of accounts receivable to pay its ongoing expenses during this case in the ordinary course of business. On the Petition Date, the Debtor had accounts receivable with an estimated collectible value of not more than $41,128. The creditors that may assert a security interest in the Debtor's cash collateral including Accounts are Southern Bank and Trust Company, BFG 108 LLC, Forward Financing, LLC, Honest Funding, LLC, Canfield Capital LLC, Optum Financial, Pathway Funding of Miami, LLC, Grid Market LLC, and Mini Advance Corp. Except for Southern Bank and Trust Company and Optum Financial, all of the Creditors' claims are based on "merchant cash advances." As the value of the Collateral is only $41,128 at most, which is substantially less than the amount owing to the most senior lien of the Creditors, it appears most of the Creditors are wholly unsecured such that they have no valuable interest in the Collateral. As adequate protection for the Debtor's use of cash collateral, the Debtor proposes to provide the Creditors with post-petition replacement liens on future accounts receivable generated by the Debtor in the course of running its business, in the same extent, validity, and priority as any such pre-petition lien of the Creditors and limited in amount as to each Creditor to the amount of the Petition Date value of the Creditor's interest in the Debtor's interest in the Collateral. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=gLidDQ from PacerMonitor.com. The Debtor projects $90,000 in gross revenue and $81,621 in total expenses for 30 days. About Azalea Gynecology, P.A. Azalea Gynecology, P.A. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-00330-5-PWM) on February 1, 2024. In the petition signed by Pamela Renee Novosel, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Algernon L. Butler, III, at Butler & Butler, L.L.P., represents the Debtor as legal counsel. AZALEA GYNECOLOGY: John Rhyne Named Subchapter V Trustee -------------------------------------------------------- The U.S. Bankruptcy Administrator for the Eastern District of North Carolina appointed John Rhyne, Esq., a practicing attorney in Wilson, N.C., as Subchapter V trustee for Azalea Gynecology, P.A. Mr. Rhyne will be paid an hourly fee of $375 for his services as Subchapter V trustee. The Subchapter V trustee can be reached at: John G. Rhyne, Esq. John G. Rhyne, Attorney at Law P.O. Box 8327 Wilson, NC 27893 Phone: (252) 234-9933 About Azalea Gynecology Azalea Gynecology, P.A. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-00330) on February 1, 2024, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Pamela W. Mcafee oversees the case. Algernon L. Butler, III, Esq., at Butler & Butler, L.L.P. represents the Debtor as legal counsel. B, C & D LAND: Hires Robert W. Raley as Attorney ------------------------------------------------ B, C & D Land & Timber LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Robert W. Raley, Esq. as attorney. The firm will provide these services: a. represent the Debtor in this Chapter 11 case; b. advise the Debtor as to its rights, duties and powers as a Debtor-in-Possession; c. prepare and file all necessary statements, schedules, and other documents; to negotiate and prepare one or more plans of reorganization for the Debtor; d. represent the Debtor at all hearings, meetings of creditors, conferences, trials and other proceedings in this case; and e. perform such legal services as may be necessary in connection with this case. The firm will be paid at the rate of Robert W. Raley $400 per hour Jennifer Norris Soto $295 per hour Rebecca Harden $85 per hour The firm will be paid a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert W. Raley, Esq., a partner, 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 W. Raley, Esq. 290 Benton Spur Road Bossier City, LA 71111 Telephone: (318) 747-2230 E-mail: bankruptcy@robertraleylaw.com About B, C & D Land & Timber LLC B, C & D Land & Timber, LLC owns and operates The Dawg House Sports Grill. Based in Arcadia, La., B, C & D Land & Timber filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La. Case No. 24-10048) on Jan. 12, 2024, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Thomas Willson serves as Subchapter V trustee. Judge John S. Hodge oversees the case. The Debtor tapped Robert W. Raley, Esq., as legal counsel and Bradley S. Bourgeois, JD, CPA LLC as accountant. BCPE NORTH STAR: $225MM Bank Debt Trades at 18% Discount -------------------------------------------------------- Participations in a syndicated loan under which BCPE North Star US Holdco 2 Inc is a borrower were trading in the secondary market around 82.4 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $225 million facility is a Term loan that is scheduled to mature on June 10, 2029. The amount is fully drawn and outstanding. BCPE North Star US Holdco 2 (Dessert Holdings) sells dessert cakes, cheesecakes, brownies, and bars to retail and foodservice customers across the US and Canada. BIJOU HILL: Has Deal on Cash Collateral Access ---------------------------------------------- Bijou Hill Dairy, Inc. asks the U.S. Bankruptcy Court for the District of Colorado for authority to continue using cash collateral in accordance with its agreement with Farmers Bank. The Debtor and the Bank have conferred and agreed to a further extension of the Debtor's temporary authority to use cash collateral pursuant to the terms of the Second Agreed Extension Order. In light of this agreed extension, the parties have also agreed that the February 22, 2024 expiration date pursuant to the Agreed Extension Order dated January 9, 2024, should be continued to and including May 1, 2024. A copy of the motion is available at https://urlcurt.com/u?l=MA6dh5 from PacerMonitor.com. About Bijou Hill Dairy Bijou Hill Dairy, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 23-13238) on July 21, 2023, with $3,650,705 in total assets and $4,486,904 in total liabilities. Larry Pearson, president, signed the petition. Judge Michael E. Romero oversees the case. Allen Vellone Wolf Helfrich & Factor PC serves as the Debtor's legal counsel. BIRD GLOBAL: Creditors Ask Court to Reject $73-Mil. Bankruptcy Loan ------------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that creditors of Bird Global Inc. urged a Florida bankruptcy court to reject the terms of the electric scooter company's $73 million bankruptcy loan package, saying it was engineered to improperly benefit company insiders. Bird's Chapter 11 loan is part and parcel of a bankruptcy process that will allow the company's board of directors—including chairman John Bitove, founder of the NBA's Toronto Raptors—to unfairly retain valuable assets, an official committee of unsecured creditors told the US Bankruptcy Court for the Southern District of Florida in a Thursday court filing. About Bird Global Bird Global, Inc., a micro-mobility operator, is an electric vehicle company dedicated to bringing affordable, environmentally friendly transportation solutions such as e-scooters and e-bikes to communities across the world. Bird Global, Inc. and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-20514) on December 20, 2023. In the petition signed by Christopher Rankin, chief restructuring officer, Bird Global disclosed up to $500 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Paul Steven Singerman, Esq., Jordi Guso, Esq., and Clay B. Roberts, Esq., at Berger Singerman LLP, represent the Debtor as legal counsel. Teneo Capital LLC is the Debtor's restructuring advisor. Epiq Corporate Restructuring, LLC serves as notice and claims agent. The Senior DIP Parties and Prepetition First Lien Parties, led by MidCap Financial Trust, are represented by Latham & Watkins LLP (James Ktsanes; John Lister; Hugh Murtagh). Covington & Burling LLP (Ronald A. Hewitt) represents the Junior DIP Agent, U.S. Bank. Venable LLP (Paul J. Battista) advises the Junior DIP Lenders and Participating Second Lien Parties. BRINKER INTERNATIONAL: Moody's Alters Outlook on Ba3 CFR to Stable ------------------------------------------------------------------ Moody's Investors Service changed Brinker International, Inc.'s outlook to stable from negative and upgraded its speculative grade liquidity rating (SGL) to SGL-2 from SGL-3. In addition, Moody's affirmed Brinker's ratings, including its Ba3 corporate family rating, Ba3-PD probability of default rating and B1 backed senior unsecured notes ratings. The change in outlook to stable reflects Brinker's improved operating performance and credit metrics, despite the difficult operating environment, as the company makes progress against its strategic initiatives, particularly with regards to its guest and team member experiences, as well as advertising initiatives. These initiatives, along with easing inflation, are resulting in continued same store sales growth, including improved traffic trends at Chili's, better profit margins, positive free cash flow, debt reduction and stronger credit metrics. As of December 27, 2023 Moody's adjusted debt-to-EBITDA improved to around 3.7x from 4.9x last year, and EBIT-to-interest improved to around 2.1x from 1.6x. The upgrade to SGL-2 reflects Brinker's improved liquidity as a result of its positive free cash flow and ample excess availability under its unrated senior secured $900 million revolving credit facility that expires August 18, 2026. With a return to positive free cash flow over the past year, the company has repaid revolver borrowings down to $136.3 million outstanding as of December 27, 2023, and excess availability has improved to $763.7 million. While the company plans to borrow under the revolver to repay the $350 million backed senior unsecured notes due in October 1, 2024, Moody's expects excess revolver availability to remain sizeable. While balance sheet cash is modest, at $22.7 million as of December 27, 2023, Moody's expects the company to continue to reduce outstanding borrowings with free cash flow after working capital and sizeable capital expenditure further improving its leverage profile. The stable outlook reflects Moody's expectation that Brinker will maintain steady revenue and profit growth and credit metric improvement while maintaining good liquidity, including positive free cash flow and ample excess revolver availability despite its expected usage to refinance its backed senior unsecured notes due October 1, 2024. RATINGS RATIONALE Brinker's Ba3 CFR benefits from its high level of brand awareness of its two brands, Chili's and Maggiano's, its significant scale, good product pipeline and technology initiatives that are expected to drive incremental traffic and mitigate any cost pressures over the longer term. Improved operating performance in calendar 2023 led to a return to positive free cash flow and debt reduction, and a significant improvement in credit metrics. The ratings are constrained by Brinker's earnings concentration with Chili's, which requires this core brand to generate profitable same restaurant sales trends on a consistent basis. In addition, the uncertainty with regards to the ability and willingness of consumers to maintain or increase their spend on food away from home remains a concern after a period of significant inflation and high interest rates continue to hurt purchasing power. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of Brinker's ratings would require sustained improvement in operating performance and credit metrics while maintaining good liquidity, including positive free cash flow and an extended debt maturity profile. Metrics include adjusted debt-to-EBITDA sustained below 4.0 times and EBIT coverage of interest sustained above 2.75 times. Brinker's ratings could be downgraded if operating performance deteriorates such that Moody's adjusted debt-to-EBITDA is sustained above 4.75 times or EBIT coverage of interest below 2.0 times. A sustained deterioration in liquidity for any reason could also result in a downward rating pressure, including negative free cash flow. Brinker owns, operates and franchises the casual dining concepts Chili's Grill & Bar (Chili's) and Maggiano's Little Italy (Maggiano's). As of December 27, 2023, Brinker had about 1,184 company-owned restaurants and approximately 474 franchised restaurants, and revenue of over $4.2 billion. The principal methodology used in these ratings was Restaurants published in August 2021. BRUNSWICK HEALTH: Obtains Banks' Approval to Continue NOI --------------------------------------------------------- Brunswick Health Group Inc. and its affiliate had their notice of intention proceedings ("NOI") continued under the Companies' Creditors Arrangement Act on Jan. 10, 2024, on application by the Toronto-Dominion Bank and Business Development Bank of Canada, owed approximately $18.5 million and $21.7 million respectively. Raymond Chabot is the monitor. The companies initially filed an NOI in July 2023 after suffering significant operating losses for the past three years due to policies implemented during the COVID-19 pandemic, poor governance practices, high turnover, as well as an inadequate administrative and information technology structure. On July 14, 2023, each of the Debtors signed a Notice of intention to make a proposal ("NOI") under the relevant provisions of the Bankruptcy and Insolvency Act, ("BIA") and, on the same day, C.S. Adjami Inc. communicated the NOIs with the Office of the Superintendent of Bankruptcy, and was appointed as trustee thereto ("NOI Trustee"), as appears from the Court record herein. For greater clarity, 8981515 Canada Inc., which also forms part of the Brunswick Group and operated a clinic under the name "The Children's Clinic @ the Glen" in leased premises owned by the MUHC, and which also filed an NOI on July 14, 2023, is not a party contemplated by the present application. Absent the commencement of proceedings under the BIA through the filing of NOIs ("NOI Proceedings") and the protection afforded to it by the automatic stay of proceedings, the Debtors would have been unable to continue their operations while they completed the implementation of their restructuring plan, for the benefit of all of their stakeholders including their creditors, employees, the physicians affiliated to the Debtors ("Physicians"), and the thousands of patients who visit the Clinics every year. An approval and Vesting Order transaction was approved in November as part of the NOI proceedings, but has not yet closed despite the fact that the purchase agreement provided for an outside closing date of Nov. 23, 2023. On Aug. 9, 2023, the Debtors filed a Motion for an Order Consolidating the NOI Proceedings for Administrative Purposes and Extending the Time Limit to File a Proposal, pursuant to which they requested, inter alia, a first extension of the stay period, as appears from the Court record. The short extension was requested to give sufficient time to the parties involved to negotiate the terms of an interim financing Property. Information pertaining to the CCAA proceedings can be accessed at: https://www.raymondchabot.com/fr/entreprises/dossiers-publics/groupe-brunswick/ The Monitor can be reached at: Raymond Chabot Inc. Attn: Ayman Chaaban 600 Rue de la Gauchetiere Ouest Bureau 2000 Montreal, Quebec H3B 4L8 Tel: 514-393-4734 Email: chaaban.ayman@rcgt.com Lawyers for Business Development: Borden Ladner Gervais LLP Attn: Mtre. Francois D. Gagnon Mtre. Hugo Carrier-L'Italien 1000 De La Gauchetière Street West Suite 900 Montreal QC H3B 5H4 Tel: 514-879-1212 Fax: 514-954-1905 Email: fgagnon@blg.com hcarrierlitalien@blg.com Lawyers for Toronto-Dominion: Kaufman Lawyers LLP Attn: Mtre. Martin Jutras Mtre. Genevieve Cadieux 800 Blvd. Rene Levesque West Suite 2220 Montreal QC H3B 5H4 Tel: 514-875-7550 Fax: 514-875-7147 Email: mjutras@klcanada.com gcadieux@klcanada.com The Brunswick Group is one of the largest medical centers in Quebec, and one of the largest in Canada, with 120,000 square feet of operations in its own state of the art medical Property owned by DMSC and located in Pointe-Claire, Quebec. BYJU'S ALPHA: $1.20BB Bank Debt Trades at 77% Discount ------------------------------------------------------ Participations in a syndicated loan under which BYJU's Alpha Inc is a borrower were trading in the secondary market around 23.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 36.2 cents-on-the-dollar the previous week ended Feb. 2. The $1.20 billion Term loan facility is scheduled to mature on November 24, 2026. About $1.18 billion of the loan is withdrawn and outstanding. Think & Learn Private Limited, doing business as Byju's, provides online educational services. CANO HEALTH: $644.4MM Bank Debt Trades at 68% Discount ------------------------------------------------------ Participations in a syndicated loan under which Cano Health LLC is a borrower were trading in the secondary market around 31.9 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 43.7 cents-on-the-dollar the previous week ended Feb. 2. The $644.4 million facility is a Term loan that is scheduled to mature on November 23, 2027. About $625.1 million of the loan is withdrawn and outstanding. Cano Health, LLC operates primary care centers and supports affiliated medical practices. The Company specializes in primary care for seniors, as well as promotes activities and care to improve both physical health and well-being and offers population health management programs. Cano Health serves patients in the United States. CANOO INC: Special Counsel Says $20M Offering Validly Authorized ---------------------------------------------------------------- Canoo Inc. filed a Form 8-K with the Securities and Exchange Commission attaching an opinion of Kirkland & Ellis LLP relating to the validity of the shares to be offered pursuant to the Company's prospectus supplement dated Feb. 9, 2024 in connection with the transaction described in the Company's Current Report on Form 8-K filed with the SEC on Jan. 31, 2024. Kirkland & Ellis is acting as special counsel to Canoo in connection with the registration by the Company of the offer and sale of up to $20,000,000 of its common stock, par value $0.0001 per share, consisting of up to 200,000,000 shares pursuant to the terms of the Pre-Paid Advance Agreement, dated July 20, 2022 between the Company and YA II PN, Ltd., as modified by the Side Letter, dated Oct. 5, 2022, the Supplemental Agreement, dated Nov. 9, 2022, the Supplemental Agreement, dated Dec. 31, 2022, the Supplemental Agreement, dated Sept. 11, 2023, the Supplemental Agreement, dated Nov. 21, 2023, the Supplemental Agreement, dated Dec. 20, 2023, the Supplemental Agreement, dated Jan. 11, 2024 and the Supplemental Agreement, dated Jan. 31, 2024. The Shares are being offered and sold pursuant to a Registration Statement on Form S-3 (Registration No. 333-266666) filed by the Company with the Securities and Exchange Commission on Aug. 8, 2022 under the Securities Act of 1933, as amended, including a base prospectus dated Aug. 18, 2022 and the prospectus supplement dated Feb. 9, 2024. "Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares are duly authorized, and when the Shares are registered by the Company's transfer agent and delivered against payment of the agreed consideration therefor, all in accordance with the Agreement, the Shares will be validly issued, fully paid and non-assessable," Kirkland and Ellis said. 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. CANOPY GROWTH: Incurs C$216.8 Million Net Loss in Third Quarter --------------------------------------------------------------- Canopy Growth Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss attributable to the company of C$216.80 million on C$78.51 million of net revenue for the three months ended Dec. 31, 2023, compared to a net loss attributable to the company of C$259.46 million on C$84.85 million of net revenue for the three months ended Dec. 31, 2022. For the nine months ended Dec. 31, 2023, the Company reported a net loss attributable to the company of C$564.93 million on C$224.36 million of net revenue, compared to a net loss attributable to the company of C$2.64 billion on C$265.02 million of net revenue for the same period during the prior year. As of Dec. 31, 2023, the Company had C$1.36 billion in total assets, C$815.09 million in total liabilities, and C$544.66 million in total shareholders' equity. Going Concern Canopy Growth said, "As reflected in the Interim Financial Statements, we have suffered recurring losses from operations and require additional financing to fund our business and operations. If we are unable to raise additional capital, it is possible that we will be unable to meet certain of our financial obligations. "These matters, when considered in the aggregate, raise substantial doubt about our ability to continue as a going concern for at least twelve months from the issuance of the Interim Financial Statements. "In view of these matters, continuation as a going concern is dependent upon our continued operations, which in turn is dependent upon our ability to meet our financial requirements and to raise additional capital, and the success of our future operations. The Interim Financial Statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we not continue as a going concern. "Management plans to fund our operations and debt obligations through existing cash positions. We are also currently evaluating several different strategies and intend to pursue actions that are expected to increase our liquidity position, including, but not limited to, pursuing additional actions under our cost-savings plan, seeking additional financing from both the public and private markets through the issuance of equity and/or debt securities, and monetizing additional assets. "Our management cannot provide assurances that we will be successful in accomplishing any of our proposed financing plans. Our management also cannot provide any assurance as to unforeseen circumstances that could occur within the next 12 months or, if after we raise capital, thereafter, which could increase our need to raise additional capital on an immediate basis, which capital may not be available to us." Management Comments "This is the dawn of a new era at Canopy Growth. We're singularly focused on cannabis and demonstrating growth across all of our business units. With our Canopy USA strategy now moving forward, we expect to be the first and only U.S. listed company offering shareholders a unique opportunity to gain exposure to the fastest growing cannabis market in the world," said David Klein, chief executive officer, in a press release. "Our Q3 FY2024 results demonstrate the substantial improvement in profitability and reduction in cash burn compared to the previous year as well as Q2 FY2024. Our right-sized business is consistently delivering profitability improvements as well as sequential growth. These results, paired with our ongoing actions to strengthen Canopy Growth's balance sheet, reinforce our confidence in continued performance along this path for a sustainable, profitable future," stated Judy Hong, chief financial officer. 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/1737927/000095017024013047/cgc-20231231.htm About Canopy Growth Headquartered in Smiths Falls, Ontario, Canopy Growth is a cannabis and consumer packaged goods company which produces, distributes, and sells a diverse range of cannabis, hemp, and CPG products. Cannabis products are principally sold for adult-use and medical purposes under a portfolio of distinct brands in Canada pursuant to the Cannabis Act, SC 2018, c 16 (the "Cannabis Act"), and globally pursuant to applicable international and Canadian legislation, regulations, and permits. The Company's other product offerings, which are sold by its subsidiaries in jurisdictions where it is permissible to do so, include: (i) Storz & Bickel GmbH vaporizers; (ii) BioSteel Sports Nutrition Inc. sports nutrition beverages, hydration mixes, proteins and other specialty nutrition products; and (iii) This Works Products Ltd. beauty, skincare, wellness and sleep products. Its core operations are in Canada, the United States, and Germany. Ottawa, Canada-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 22, 2023, citing that the Company has material debt obligations coming due in the short-term, has suffered recurring losses from operations and requires additional capital to fund its operations, which raise substantial doubt about its ability to continue as a going concern. CANOPY GROWTH: Incurs CAD$216.8MM Net Loss in Q3 2023 ----------------------------------------------------- Canopy Growth Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of CAD$216.8 million on CAD$$90.06 million of revenue for the three months ended December 31, 2023, compared to a net loss of CAD$264.4 million on CAD$97 million revenue for the same period in 2022. For the nine months ended December 31, 2023, Canopy incurred a net loss of CAD$583.5 million on CAD$260.8 million revenue, compared to a net loss of CAD$2.66 billion on CAD$302.4 million revenue for the same period in 2022. As of December 31, 2023, the Company had CAD$1.36 billion in total assets, CAD$815.09 million in total liabilities, and CAD$544.7 in total shareholders' equity. The Company has certain material debt obligations coming due in the short-term, has suffered recurring losses from operations and requires additional financing to fund its business and operations. If the Company is unable to raise additional capital, it is possible that it will be unable to meet certain of its financial obligations. These matters, when considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern for at least 12 from the issuance of these condensed interim consolidated financial statements. In view of these matters, continuation as a going concern is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financial requirements and to raise additional capital, and the success of its future operations. Management plans to fund the operations and debt obligations of the Company through existing cash positions. The Company is also currently evaluating several different strategies and intends to pursue actions that are expected to increase its liquidity position, including, but not limited to, pursuing additional actions under the Company's cost-savings plan, seeking additional financing from both the public and private markets through the issuance of equity and/or debt securities, and monetizing additional assets. The Company's management cannot provide assurances that the Company will be successful in accomplishing any of its proposed financing plans. Management also cannot provide any assurance as to unforeseen circumstances that could occur within the next twelve months or, if the Company raises capital, thereafter, which could increase the Company's need to raise additional capital on an immediate basis, which capital may not be available to the Company. A full-text copy of the Form 10-Q is available at http://tinyurl.com/2p8ctehf About Canopy Growth Headquartered in Smiths Falls, Ontario, Canopy Growth is a cannabis and consumer packaged goods company which produces, distributes, and sells a diverse range of cannabis, hemp, and CPG products. Cannabis products are principally sold for adult-use and medical purposes under a portfolio of distinct brands in Canada pursuant to the Cannabis Act, SC 2018, c 16 (the "Cannabis Act"), and globally pursuant to applicable international and Canadian legislation, regulations, and permits. The Company's other product offerings, which are sold by its subsidiaries in jurisdictions where it is permissible to do so, include: (i) Storz & Bickel GmbH vaporizers; (ii) BioSteel Sports Nutrition Inc. sports nutrition beverages, hydration mixes, proteins and other specialty nutrition products; and (iii) This Works Products Ltd. beauty, skincare, wellness and sleep products. Its core operations are in Canada, the United States, and Germany. Ottawa, Canada-based KPMG LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 22, 2023, citing that the Company has material debt obligations coming due in the short-term, has suffered recurring losses from operations and requires additional capital to fund its operations, which raise substantial doubt about its ability to continue as a going concern. CARESTREAM DENTAL: $160MM Bank Debt Trades at 83% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Carestream Dental Inc is a borrower were trading in the secondary market around 16.9 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 45.0 cents-on-the-dollar the previous week ended Feb. 2. The $160 million facility is a Term loan that is scheduled to mature on September 1, 2025. The amount is fully drawn and outstanding. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CARESTREAM DENTAL: $375MM Bank Debt Trades at 20% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Carestream Dental Technology Inc is a borrower were trading in the secondary market around 79.8 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 82.5 cents-on-the-dollar the previous week ended Feb. 2. The $375 million facility is a Term loan that is scheduled to mature on September 1, 2024. The amount is fully drawn and outstanding. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CARESTREAM HEALTH: $540.8MM Bank Debt Trades at 18% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Carestream Health Inc is a borrower were trading in the secondary market around 82.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 78.3 cents-on-the-dollar the previous week ended Feb. 2. The $540.8 million facility is a Term loan that is scheduled to mature on September 30, 2027. About $534.1 million of the loan is withdrawn and outstanding. Carestream Health, Inc., headquartered in Rochester, New York, is a supplier of imaging and IT systems to the medical and dental communities and to other markets. CARROLS CORP: Chapter 15 Case Summary ------------------------------------- Chapter 15 Debtor: Carrols Corp 874 Sinclair Road Oakville, ON L6K 2Y1, Canada Chapter 15 Petition Date: February 9, 2024 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 24-20601 Judge: Hon. G. Michael Halfenger Foreign Representative: Restaurant Brands International 65 Sidney St. Buffalo, NY 14211 USA Foreign Proceeding: Toronto, Ontario, Canada Foreign Representative's Counsel: Willie Johnson, Esq. ATEM FARMS 65 Sidney St Buffalo, NY 14211 Tel: 716-445-1734 E-mail: atem11c2023@gamil.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OYR2RMY/Carrols_Corp__wiebke-24-20601__0001.0.pdf?mcid=tGE4TAMA CARROLS LLC: Chapter 15 Case Summary ------------------------------------ Chapter 15 Debtor: Carrols LLC 874 Sinclair Road Oakville, ON L6K 2Y1, Canada Foreign Proceeding: Toronto, Ontario, Canada Chapter 15 Petition Date: February 9, 2024 Court: United States Bankruptcy Court Eastern District of Wisconsin Case No.: 24-20602 Judge: Hon. G. Michael Halfenger Foreign Representative: Restaurant Brands International 65 Sidney St Buffalo, NY 14211 USA Foreign Representative's Counsel: Willie Johnson, Esq. ATEM FARMS 65 Sidney St Buffalo, NY 14211 Tel: 716-445-1734 Email: atem11c2023@gmail.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PNH3BIQ/Carrols_LLC__wiebke-24-20602__0001.0.pdf?mcid=tGE4TAMA CARVANA CO: Ernest Garcia III Holds 21.4% of Class A Shares ----------------------------------------------------------- Ernest C. Garcia, III disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2023, he beneficially owned 30,357,527 shares of Class A Common Stock, par value $0.001 per share, of Carvana Co. representing 21.4 percent of the Shares outstanding. The percentage was calculated using (i) 114,030,364 shares of the Issuer's Class A Common Stock outstanding as of Oct. 30, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on Nov. 2, 2023, as increased by (ii) (a) 143,677 shares of Class A Common Stock issuable in respect of 143,677 Options, (b) 841 shares of Class A Common Stock issuable upon vesting and settlement of RSUs, and (c) 27,666,483 shares of Class A Common Stock issuable in respect of 34,583,104 Class A Units (and 27,666,483 shares of Class B Common Stock). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of both Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III and therefore shares voting and dispositive power with respect to the securities held directly by each Trust. As such, the Reporting Person has or shares voting and dispositive power with respect to the aggregate 30,357,527 shares of Class A Common Stock reported herein, representing 21.40% of the outstanding shares of Class A Common Stock. Such amount includes in the outstanding shares for purposes of the Calculation Method 27,811,001 shares issuable upon exercise of Options, settlement of RSUs and conversion of Class A Units. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1690820/000170054824000002/schedule13gerniegarciaiii2.htm About Carvana Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. Carvana.com allows someone to purchase a vehicle from the comfort of their home, completing the entire process online, benefiting from a 7-day money back guarantee, home delivery, nationwide inventory selection and more. Customers also have the option to sell or trade-in their vehicle across all Carvana locations, including its patented Car Vending Machines, in more than 300 U.S. markets. Carvana Co. reported a net loss of $2.89 billion for the year ended Dec. 31, 2022, a net loss of $287 million for the year ended Dec. 31, 2021, and a net loss of $462 million for the year ended Dec. 31, 2020. As of Sept. 30, 2023, Carvana had $7.02 billion in total assets, $7.23 billion in total liabilities, and a total stockholders' deficit of $202 million. * * * As reported by the TCR on Sept. 13, 2023, S&P Global Ratings raised its issuer credit rating on U.S.-based Carvana Co. to 'CCC+' from 'D'. S&P said, "The negative outlook reflects our expectation that we could downgrade the company if the company's performance were to deteriorate further such that we believe liquidity would become constrained or if we believe there is a likelihood the company could conduct a distressed restructuring over the next 12 months. The upgrade to 'CCC+' reflects the near-term improvement in the company's liquidity position, though the capital structure remains unsustainable." Moody's Investors Service upgraded Carvana Co.'s corporate family rating to Caa3 from Ca, the TCR reported on Sept. 22, 2023. Moody's said the upgrade of Carvana's CFR to Caa3 reflects the completion of its debt exchange that pushes out some near-term maturities, reduces outstanding debt and materially reduces cash interest expense in the two years following the exchange. CCS-CMGC HOLDINGS: $500MM Bank Debt Trades at 18% Discount ---------------------------------------------------------- Participations in a syndicated loan under which CCS-CMGC Holdings Inc is a borrower were trading in the secondary market around 81.8 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $500 million facility is a Term loan that is scheduled to mature on October 1, 2025. The amount is fully drawn and outstanding. CCS-CMGC Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides health care services. CENERGY LLC: Seeks Continued Cash Collateral Access --------------------------------------------------- Cenergy, LLC and Consumers Cooperative Association of Eau Claire asks the U.S. Bankruptcy Court for the Western District of Wisconsin for authority to use cash collateral and provide adequate protection until June 1, 2024. The Debtor requires the use of cash collateral for reasonable and necessary costs of operating the Debtors' business. Oakwood Bank, the U.S. Small Business Administration, and Citizens Community Federal assert an interest in the Debtor's cash collateral. Cenergy LLC is indebted to Oakwood Bank on a single note originally dated October 11, 2016 (renewed November 29, 2021), with a balance as of July 31, 2023 of $217,437. The annual interest rate on the note is 4.50%, with monthly payments of $5,738. The note is secured by a general business security agreement dated October 11, 2016, by which Cenergy granted Oakwood Bank a security interest in substantially all of its assets. Oakwood Bank perfected its interest in the Oakwood Collateral through its UCC-l financing statements filed with the Wisconsin Department of Financial Institutions on October 12, 2016. The value of the Oakwood Collateral is estimated for purposes of this cash collateral motion and remains subject to final determination. As of July 29, 2023, the Debtors combined had approximately $1.8 Million of inventory and $104,000 of accounts receivable. CCA is indebted to the U.S. Small Business Administration, which made an Economic Injury Disaster Loan to CCA on May 6, 2020, with a balance as of July 31, 2023 of approximately $148,000. The annual interest rate on the note is 3.75% with monthly payments of $731. The SBA note is secured by a general business security agreement dated May 6, 2020, by which CCA granted SBA a security interest in substantially all of CCA's assets, including all equipment. SBA perfected its interest in the SBA Collateral through its UCC-l financing statements filed with the Wisconsin Department of Financial Institutions on May 15, 2020. The Debtors paid off nearly all debts they owed to Citizens Community Federal Bank in late 2022 and early 2023 through several sale and lease-back transactions. CCA is a co-borrower with DMG on the only remaining CCF note. That note indicates that it is secured only by a mortgage and assignment of rents in real estate owned by DMG, and does not reference other collateral or a general business security agreement; however, CCF has not yet terminated its UCC financing statement. Based on additional information provided by CCF since the Petition Date, the Debtors believe that CCF has an interest in the Debtors’ cash collateral on account of its UCC financing statement and GBSA. That said, all debts on which CCA is obligated are being paid and serviced directly by DMG and do not involve payments by CCA (or the other Debtors) to CCF. The Order proposes use of cash collateral according to a Budget, and adequate protection to Oakwood Bank, SBA, and CCF which includes replacement liens in post-petition collateral, continued monthly payments, and maintenance of insurance on all collateral. A copy of the motion is available at https://urlcurt.com/u?l=x54LfN from PacerMonitor.com. About Cenergy, LLC Cenergy, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wisc. Case No. 23-11558) on September 1, 2023. In the petition signed by K. Michael Buck, authorized individual, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Craig E. Stevenson, Esq., at Dewitt LLP, represents the Debtor as legal counsel. CIDARA THERAPEUTICS: Nasdaq Grants Request for Continued Listing ---------------------------------------------------------------- Cidara Therapeutics, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 8, 2024, the Nasdaq Hearings Panel granted the Company's request for continued listing on The Nasdaq Capital Market, subject to the Company regaining compliance with Nasdaq's $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) on or before May 7, 2024. The extension is subject to certain specified conditions and the Company's submission of certain interim updates to the Panel. About Cidara Therapeutics Headquartered in San Diego, Calif., Cidara Therapeutics -- www.cidara.com -- is a biotechnology company focused on the discovery, development and commercialization of long-acting therapeutics designed to transform the standard of care for patients facing serious diseases. The Company is focused on infectious diseases and oncology. Its lead product candidate is rezafungin (trade name REZZAYO), an intravenous formulation of a novel echinocandin antifungal. Rezafungin is being developed as a once-weekly, high-exposure therapy for the treatment and prevention of serious, invasive fungal infections. As of Sept. 30, 2023, the Company had $63.47 million in total assets, $55.43 million in total liabilities, and $8.04 million in total stockholders' equity. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 23, 2023, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities since its inception and has stated that substantial doubt exists about the Company's ability to continue as a going concern. In its Quarterly Report for the three months ended Sept. 30, 2023, Cidara disclosed that based on its current business plan, its existing cash and cash equivalents will not be sufficient to fund its obligations for the next 12 months, which raises substantial doubt about its ability to continue as a going concern. The Company's ability to execute its operating plan depends on its ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. COFFEE HOLDING: Marcum LLP Raises Going Concern Doubt ----------------------------------------------------- In a Form 10-K Report filed by Coffee Holding Co., Inc. with the U.S. Securities and Exchange Commission for the fiscal year ended October 31, 2023, Marcum LLP, the Company's independent auditor, expressed substantial doubt about the Company's ability to continue as a going concern. In the Report of Independent Registered Public Accounting Firm, Marcum said, "The Company's line of credit is maturing on June 30, 2024 and additionally there are certain financial covenants that the Company are in violation with the lender. The Company has not received a waiver from the lender. The lender has reserved its right to exercise its rights and remedies at any time in its sole discretion. The uncertainties surrounding the ability to receive a waiver and extending its line of credit when it becomes due raise substantial doubt as to whether existing cash and cash equivalents will be sufficient to meet its obligations as they become due within 12 months from the date the consolidated financial statements were issued." The Company's line of credit of $9.6 million, becomes due in June 2024, for which the Company will seek to obtain a renewal of the financing arrangement. There are certain financial covenants that the Company is in violation. The Company has not received a waiver from the lender. The lender has reserved its right to exercise its rights and remedies at any time in its sole discretion. The uncertainties surrounding the ability to receive a waiver and extending its line of credit when it becomes due raise substantial doubt as to whether existing cash and cash equivalents will be sufficient to meet the Company's obligations as they become due within 12 months from the date the consolidated financial statements were issued. The current balance outstanding as of February 8, 2024 is approximately $4.7 million. The Company continues to expand its customer base, which is expected to increase margins and profitability in future periods. However, there can be no assurance of such continued success. According to the Company, it incurred a net loss of $835,576 for the year ended October 31, 2023, compared to a net loss of $3,744,785 for the year ended October 31, 2022; generated cashflows from operations of $652,083; had net working capital of $18.6 million; and equity of $23.7 million. As of October 31, 2023, the Company had $42.2 million in total assets, $18.5 million in total liabilities, and $23.7 million in total equity. A full-text copy of the Form 10-K is available at http://tinyurl.com/2p9ejbrz About Coffee Holding Co. Staten Island, NY-based Coffee Holding Co., Inc. is an integrated wholesale coffee roaster and dealer located in the United States. CONVERGEONE HOLDINGS: $1.11BB Bank Debt Trades at 53% Discount -------------------------------------------------------------- Participations in a syndicated loan under which ConvergeOne Holdings Inc is a borrower were trading in the secondary market around 46.9 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 57.2 cents-on-the-dollar the previous week ended Feb. 2. The $1.11 billion facility is a Term loan that is scheduled to mature on January 4, 2026. About $1.09 billion of the loan is withdrawn and outstanding. ConvergeOne Holdings, Inc., through its subsidiaries, provides managed cloud, cyber security, enterprises networking, data center, application and software development, security infrastructure, and hosted collaboration solutions. CREEKWOOD LEGACY: Wins Cash Collateral Access on Final Basis ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, authorized Creekwood Legacy, Inc. to use cash collateral on a final basis. Celtic Bank asserts and interest in the Debtor's cash collateral as evidenced by the filing of a UCC-1 financing statement filed April 28, 2022. As adequate protection, the Secured Lender is granted post-petition security interests equivalent to a lien granted under 11 U.S.C. Sections 364(c)(2) and (3), as applicable, in and upon the Debtor's personal property and the cash collateral, whether such property was acquired before or after the Petition Date. The Replacement Liens granted will maintain the same priority, validity and enforceability as existed Prepetition. The Replacements Liens will be subject and subordinate to: (a) professional fees and expenses of the attorneys, financial advisors and other professionals retained by any statutory committee if and when one is appointed; and (b) any and all fees payable to the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6), the Subchapter V Trustee, and the Clerk of the Bankruptcy Court. A copy of the order is available at https://urlcurt.com/u?l=WxEJOK from PacerMonitor.com. About Creekwood Legacy, Inc Creekwood Legacy, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-40133) on January 19, 2024. In the petition signed by Steven Ball, president, the Debtor disclosed $389,209 in assets and $1,574,935 in liabilities. Judge Brenda T. Rhoades oversees the case. Robert T DeMarco, Esq., at DeMarco Mitchell, PLLC, represents the Debtor as legal counsel. CS MIDTOWN: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: CS Midtown, LLC 6924 SE Moreland School Road Blue Springs, MO 64014 Chapter 11 Petition Date: February 12, 2024 Court: United States Bankruptcy Court Western District of Missouri Case No.: 24-40175 Judge: Hon. Brian T. Fenimore Debtor's Counsel: Andrea Chase, Esq. SPENCER FANE 1000 Walnut Street Suite 1400 Kansas City, MO 64106 Tel: 816-474-8100 Email: achase@spencerfane.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tim Bowman as manager. 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/WQT6CZA/CS_Midtown_LLC__mowbke-24-40175__0001.0.pdf?mcid=tGE4TAMA CUMULUS MEDIA: $525MM Bank Debt Trades at 26% Discount ------------------------------------------------------ Participations in a syndicated loan under which Cumulus Media New Holdings Inc is a borrower were trading in the secondary market around 73.6 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 76.9 cents-on-the-dollar the previous week ended Feb. 2. The $525 million facility is a Term loan that is scheduled to mature on March 31, 2026. About $328.2 million of the loan is withdrawn and outstanding. Headquartered in Atlanta, Ga., Cumulus Media New Holdings Inc. is the third largest radio broadcaster in the U.S. with 405 stations in 86 markets, a nationwide network serving more than 9,500 broadcast affiliates, and numerous digital channels. In addition, Cumulus has several digital businesses (including podcasting, streaming, and marketing services), and live events. Cumulus emerged from Chapter 11 bankruptcy protection in June 2018. DIAMOND SPORTS: Reaches 2024 MLB Teams Broadcat Deals ----------------------------------------------------- Clara Geoghegan of Law360 reports that Bally Sports Network will broadcast the upcoming major league baseball season for The Cleveland Guardians, The Texas Rangers and The Minnesota Twins, its parent company told a Texas bankruptcy court Friday, February 2, 2024, with the renegotiated telecasting deals coming weeks after it announced a plan to emerge from bankruptcy. Reuters reports that with the agreements to televise Texas Rangers, Cleveland Guardians and Minnesota Twins games in 2024, Diamond Sports Group now has a roster of 12 Major League Baseball teams as it moves ahead with an Amazon-backed (AMZN.O) restructuring agreement. Diamond Sports is a Sinclair Broadcast (SBGI.O) brand. It said in court filings in Houston bankruptcy court that the renewed agreements resolved a possible lose-lose scenario that could have canceled the teams' broadcast contracts outright, cutting into Diamond's revenue and leaving the teams scrambling to find new broadcast arrangements for a baseball season that begins in late March. Diamond did not disclose financial terms of the new agreements. "We are pleased to have reached agreements with the Cleveland Guardians, Minnesota Twins and Texas Rangers that work for all parties and enable us to continue delivering high-quality, live game broadcasts on Bally Sports to dedicated fans through the 2024 season," Diamond Sports said in a statement. Diamond entered the year with television rights to 11 MLB teams, but sought to renew an expired agreement with the Twins and renegotiate terms with the Rangers and Guardians, leading those teams to seek early termination instead. The new agreements, according to Reuters, will allow Diamond to pay less than its previous contract rate, allowing the broadcaster to earn a profit on the broadcast contracts for one more year, while giving the teams breathing room so they the find new television partners for 2025, according to the court filings. The Rangers and Guardians will truncate their existing contracts, while the Twins, whose contract expired in 2023, will essentially get a new one-year contract with Diamond. About Diamond Sports Group Diamond Sports Group, LLC, and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsel; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel; AlixPartners, LLP as financial advisor; Moelis & Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP, as tax advisor; Deloitte Financial Advisory Services, LLP, as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. DIGITAL MEDIA: $225MM Bank Debt Trades at 50% Discount ------------------------------------------------------ Participations in a syndicated loan under which Digital Media Solutions LLC is a borrower were trading in the secondary market around 50.4 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 55.0 cents-on-the-dollar the previous week ended Feb. 2. The $225 million facility is a Pik Term loan that is scheduled to mature on May 25, 2026. About $219.4 million of the loan is withdrawn and outstanding. Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. ECHOSTAR CORP: Moody's Gives Caa2 CFR on Dish Network Transaction ----------------------------------------------------------------- Moody's Investors Service has assigned a Caa2 corporate family rating and a Caa2-PD probability of default rating to Echostar Corporation following Echostar's acquisition of Dish Network Corporation (Dish) on December 31, 2023. Concurrent with this assignment, Moody's has withdrawn the following CFRs of Echostar's subsidiaries: 1) the Caa1 CFR and Caa1-PD PDR of Hughes Satellite Systems Corporation (Hughes); 2) the Caa1 CFR and Caa1-PD PDR of Dish; and 3) the Caa1 CFR and Caa1-PD PDR of Dish DBS Corporation (DBS, a wholly-owned subsidiary of Dish). Hughes' senior secured notes were downgraded to Caa1 from B2, and its senior unsecured notes were downgraded to Caa3 from Caa2. Dish's spectrum-backed senior secured notes were downgraded to Caa1 from B2, and its senior unsecured convertible debt was downgraded to Caa3 from Caa2. DBS's backed senior secured debt was downgraded to Caa1 from B2, and its senior unsecured debt was downgraded to Caa3 from Caa2. Echostar was assigned a speculative grade liquidity rating (SGL) of SGL-4, reflecting weak liquidity. The outlook for Echostar, Dish, Hughes, and DBS is negative. RATINGS RATIONALE Echostar's Caa2 CFR reflects high and still rising consolidated debt leverage of around 8.6x (Moody's adjusted) for the latest 12 months period ending September 30, 2023, pro forma for Echostar's acquisition of Dish. Moody's expects the company's debt leverage (Moody's adjusted) to continue elevating to even higher levels of around 10.9x and 11.7x at year-end 2024 and 2025, respectively. Echostar continues to face steady and continued subscriber losses at DBS and significant wireless startup and buildout costs at Dish. Declining subscribers and EBITDA at Hughes will likely not abate soon until capacity under a newly launched geosynchronous satellite facilitates substantial new subscriber wins. Hughes also faces increasing competitive pressures from new entrants. Moody's believes the operating cash deficits necessary to support the postpaid wireless ambitions of Echostar's Dish subsidiary are potentially very sizable. Visibility is very limited into the growth trajectory of Dish's nascent wireless operations and into the magnitude of additional operating expenses and capital investing necessary to support on-network subscriber growth. Moody's currently anticipates that Echostar's minimum capital needs to support a level of subscriber growth sufficient to service the company's increasingly untenable balance sheet absent new equity capital could be well in excess of $4 billion through 2026. In Moody's view, Echostar's currently weak equity market valuation and financial policy actions make it unlikely that it can attract equity or equity-like capital sources in the near term. The company's very weak debt trading levels across its Hughes, Dish and DBS entities also greatly limit debt capital sourcing options as well. Shortly after the close of Echostar's acquisition of Dish, the company transferred spectrum licenses with a book carrying value of approximately $4.8 billion to newly created unrestricted subsidiaries of Echostar itself; Echostar, excluding its primary Hughes subsidiary, has little in the way of meaningful revenue or EBITDA from its own direct business operations. Dish continues to hold spectrum licenses at book carrying value of approximately $25 billion, with about 55% of that currently encumbered by debt and 45% unencumbered. The bulk of the unencumbered spectrum, or 40% of the total carrying value of spectrum at Dish, represents AWS-3 spectrum held by Northstar Spectrum and SNR HoldCo. Moody's anticipates that high cost spectrum-backed debt issuances at Echostar or at Dish are a likely avenue the company will pursue for debt capital sourcing by utilizing any remaining unencumbered spectrum licenses when optimal. Such spectrum-backed debt is a key element of a still active debt exchange transaction by the company involving an offer for the exchange of existing convertible debt at Dish into new spectrum-backed debt at Echostar. In Moody's view, however, spectrum assets producing little or no associated subscriber cash flow have greater valuation uncertainty with regard to offering meaningful credit support or collateral protection to creditors. Given Moody's expectations for liquidity to continually tighten over the next 12-18 months, Echostar has a relatively short execution runway to do many things, including: 1) demonstrate evidence for the fundamental and long-term sustainability of Dish's wireless business model; 2) slow the pace of DBS's negative operating and subscriber trends; and 3) improve Hughes' operating and subscriber trends. Moody's believes the company can only meet its minimum liquidity requirements, including debt maturities, through year-end 2024 with current pro forma balance sheet cash. This minimum liquidity includes cash operating deficits and two debt maturities: 1) approximately $951 million of Dish convertible notes due March 15, 2024; and 2) $2 billion of DBS unsecured notes due November 15, 2024. Dish may very well need to invest much more in its wireless infrastructure to be even adequately positioned to commercialize its network and create value in a highly competitive wireless market. While Moody's believes Dish has strong interest in pursuing its option (now expiring on April 1, 2024) to purchase 800 MHz spectrum from T-Mobile USA, Inc. (Baa2 stable) for $3.6 billion, it is unclear how such an investment would be financed under current circumstances and, as such, it is not included in current liquidity assumptions as a cash use case. Echostar's rating also considers that the company's controlling shareholder, Charles Ergen, has a demonstrated willingness to be highly acquisitive and to generally avoid equity dilution to the detriment of creditors, as supported by current and ongoing efforts to incent debtholders to forfeit portions of their debt principal through coercive debt exchanges. The rating is additionally constrained by the company's extremely limited transparency regarding fiscal policy and financial guidance. Further, highly flexible indenture covenants that provide for additional debt issuance ability could further drive debt leverage (Moody's adjusted) higher and impair creditor recoveries in the event of a bankruptcy or other restructuring. As of September 30, 2023 on a pro forma basis for Echostar's acquisition of Dish, the company had about $3 billion of unrestricted cash and cash equivalents and marketable investment securities combined. The company has no revolving credit facility. The company's Dish subsidiary has exposure to the eventual re-auction of some of the AWS spectrum acquired in 2015 which Dish returned to the FCC; this would amount to the difference between the new auction result and the $3 billion that was originally bid for these returned licenses. Dish's need for capital to fund wireless customer growth and the continued build-out of its wireless network further strains liquidity. Further increases in debt without accompanying equity capital raises would increase financial risks at a time when Dish's wireless business model and strategy still remain at the early start-up stage and while DBS is unlikely to see secular pressures recede in its pay TV business. The instrument ratings reflect both the probability of default of Echostar, as reflected in the Caa2-PD PDR, an average expected family recovery rate of 50% at default and the loss given default assessment of the debt instruments in the capital structure based on a priority of claims. Dish's $3.5 billion of 11.75% senior secured notes due 2027 (spectrum-backed senior secured notes), rated Caa1, benefit from a first priority lien on the company's equity interests in ParkerB.com Wireless LLC, owner of the company's 600 MHz spectrum licenses. The Caa1 rating reflects uncertainty regarding the evolution of the capital structure going forward and the valuation of assets within the Dish entity. These spectrum-backed senior secured notes have a loan-to-value maximum ratio requirement of 0.35 to 1.00 of the 600 MHz of spectrum collateral. As of January 17, 2023, the fair market value of the 600 MHz spectrum was appraised by a third party at $10.04 billion, or slightly below the maximum 0.35 to 1.00 ratio requirement under the spectrum-backed senior secured notes' indenture; the company may be required to seek additional spectrum appraisals under certain conditions. While the FCC prohibits security interests in FCC spectrum licenses, and some potential uncertainty exists as to the ability to perfect a security interest in the proceeds of a sale of FCC licenses, in Moody's view the negative pledge against any other encumbrances of the spectrum collateral mitigates some of that potential deficiency for the spectrum-backed senior secured notes. Dish's 600 MHz spectrum is also not subject to the June 2023 automatic forfeiture provisions of the company's agreement with the FCC (which requires a completed wireless network build-out covering 75% of the US population by 2025), materially reducing risks around any spectrum collateral forfeiture. The spectrum-backed senior secured notes also benefit from a first priority lien on the equity of DBS, as well as an unsecured guarantee from Dish Wireless Holding, LLC (the intermediate parent of some of Dish's various other spectrum entities) and unsecured guarantees from other select (but not all) material subsidiaries of Dish. The spectrum-backed senior secured notes do not have guarantees from DBS's direct operating subsidiaries, any subsidiaries directly holding spectrum or subsidiaries holding assets of Dish's retail wireless business. Dish's $6 billion of senior unsecured convertible notes, rated Caa3, are subordinated to the company's spectrum-backed senior secured notes with respect to the designated spectrum assets, and do not benefit from any equity pledges or guarantees. The bulk of DBS's debt is comprised mostly of $6.5 billion of senior unsecured notes, which are rated Caa3 and are subordinated to DBS's senior secured notes. Since 2021, DBS has issued two senior secured notes totaling $5.25 billion, which are rated Caa1. These senior secured notes are secured by first priority liens on substantially all existing and future tangible and intangible assets. Proceeds of these senior secured notes were used to partially fund a $6.75 billion intercompany loan to Dish from DBS, which at the close of Echostar's acquisition of Dish totaled approximately $7.4 billion outstanding and which included interest paid in kind. Shortly after the acquisition, the company transferred $4.7 billion of this intercompany loan to Echostar Intercompany Receivable LLC, a newly created unrestricted entity at Echostar, with the remainder of the intercompany loan continuing to be an asset of DBS. The intercompany loan is secured by 3.45–3.55 GHz mid-band spectrum licenses held by Dish's wholly-owned subsidiary Weminuche LLC. DBS's senior unsecured notes uniquely and solely benefit from a secured interest in the secured intercompany loan to Dish, but this intercompany loan is not included as collateral for DBS's senior secured notes. The Caa1 rating reflects uncertainty regarding the evolution of the capital structure going forward and the valuation of assets within the DBS entity. Hughes' debt is comprised of two classes of debt: 1) Caa1-rated $750 million senior secured notes due August 2026; and 2) Caa3-rated $750 million senior unsecured notes due August 2026. The Caa1 rating on the secured notes is one notch above the Caa2 CFR given preferential access to realization proceeds and loss absorption capacity provided by the unsecured notes. This reflects uncertainty regarding the evolution of the capital structure going forward and the valuation of assets within the Hughes entity. The Caa3 rating on the unsecured notes is one notch below the Caa2 CFR to reflect their junior ranking in the debt capital structure. As there is uncertainty surrounding Echostar's go-forward capital structure and potential additional asset transfers, Moody's has aligned the ratings on Hughes' secured and unsecured notes with the secured and unsecured debt at Dish and DBS. Echostar's Credit Impact Score of CIS-5 reflects the company's very aggressive financial strategy and risk management policies and weak management credibility and track record which is further exacerbated by the company's notable lack of transparency with investors, elevated and rising debt leverage, dwindling liquidity and very limited financial flexibility. In addition, the company faces negative exposure to secular societal trends in its pay TV business at DBS, which generates a still significant portion of the company's overall revenue and profits. This declining linear pay television distribution business will continue to face substantial risk from social and demographical trends as consumers move to direct-to-consumer video-on-demand services and continue to cancel their traditional linear bundled pay TV services. Dish, which remains in the still nascent stages of developing a facilities-based wireless business, has and will likely continue to propel Echostar's overall debt leverage (Moody's adjusted) to higher levels in order to fund marketing and subscriber acquisition costs, finance potential purchases of additional wireless spectrum and meet FCC network buildout deadlines. The negative outlook primarily reflects the extremely high execution risks associated with the company's costly and capital-intensive strategy to build and grow an evolving and still-to-be-proven wireless business model as it also specifically confronts subscriber and revenue declines at DBS, as well as overall margin pressures and negative free cash flow. In addition, the company faces difficult capital allocation choices at Hughes regarding business model evolution in a competitive end market. With very limited visibility into growth progress over the next 12-18 months and extremely high and increasing debt leverage (Moody's adjusted), Moody's believes the possibility of distressed debt exchanges will remain an ongoing and significant risk, especially given Echostar's low equity valuation and very weak debt trading levels across all of its subsidiary entities. Moody's further believes that the Echostar acquisition of Dish and its resulting combination of such a broad set of largely disparate businesses – each facing their own unique and complex business evolution and growth difficulties – does little to improve what was an already modest operating and liquidity runway at Dish itself pre-acquisition. Moody's views the company's ability to source sufficient capital necessary to successfully deliver sustained revenue growth and free cash flow generation as very limited given steady and sizable debt maturities over the next several years. Moody's notes that following the acquisition of Dish by Echostar, and with Dish (and its wholly-owned subsidiary DBS) now comprising the bulk of revenue and EBITDA associated with a combined company with common ownership and control, Hughes, as the much smaller subsidiary compared with Dish, will now be analyzed under the same Telecommunications Service Providers methodology as Dish. Hughes had previously been analyzed under the Communications Infrastructure methodology. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the capital needs and the still early start-up nature of the 5G network build-out at Dish, the secular pressures at DBS, ongoing business strategy evolution at Hughes and steady and sizable upcoming debt maturities across the company, a rating upgrade of Echostar is unlikely in the near term. However, an upgrade could occur if material equity capital is raised from a strategic investor or investors, such that little or no additional debt is likely to be needed for the company to complete the bulk of the buildout of its wireless business. In addition, the company would also need to have fully refinanced or extended current debt maturities totaling approximately $14 billion through 2026. Further, the company would need to have adequately slowed or mitigated secular legacy revenue pressures and demonstrated sustainable progress gaining meaningful subscriber share in the wireless industry, while also reducing debt and debt leverage (Moody's adjusted) to produce strong and stable free cash flow. Echostar's ratings could be downgraded if the company's liquidity position and operating performance or ability to service its debt deteriorates further. In addition, a downgrade would be likely if, in Moody's view, default likelihood was higher or likely debtholder recovery was expected to be lower. Headquartered in Englewood, Colorado, Echostar Corporation is a provider of technology, networking services and television entertainment and connectivity. The company offers consumer, enterprise and government solutions through its various subsidiaries, including Hughes Satellite Systems Corporation, Dish Network Corporation and Dish DBS Corporation. LIST OF AFFECTED RATINGS Issuer: Echostar Corporation Assignments: Corporate Family Rating, Assigned Caa2 Probability of Default Rating, Assigned Caa2-PD Speculative Grade Liquidity Rating, Assigned SGL-4 Outlook Actions: Outlook, Assigned Negative Issuer: Dish DBS Corporation Downgrades: Backed Senior Secured Regular Bond/Debenture, Downgraded to Caa1 from B2 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 from Caa2 Withdrawals: Corporate Family Rating, Withdrawn, previously rated Caa1 Probability of Default Rating, Withdrawn, previously rated Caa1-PD Outlook Actions: Outlook, Remains Negative Issuer: Dish Network Corporation Downgrades: Backed Senior Secured Regular Bond/Debenture, Downgraded to Caa1 from B2 Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to Caa3 from Caa2 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 from Caa2 Withdrawals: Corporate Family Rating, Withdrawn, previously rated Caa1 Probability of Default Rating, Withdrawn, previously rated Caa1-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-4 Outlook Actions: Outlook, Remains Negative Issuer: Hughes Satellite Systems Corporation Downgrades: Senior Secured Regular Bond/Debenture, Downgraded to Caa1 from B2 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 from Caa2 Withdrawals: Corporate Family Rating, Withdrawn, previously rated Caa1 Probability of Default Rating, Withdrawn, previously rated Caa1-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-4 Outlook Actions: Outlook, Remains Negative The principal methodology used in these ratings was Telecommunications Service Providers published in November 2023. EISNER ADVISORY: Moody's Rates New First Lien Loans 'B2' -------------------------------------------------------- Moody's Investors Service affirmed Eisner Advisory Group LLC's B2 corporate family rating and B2-PD probability of default rating. Moody's also assigned B2 ratings to the company's proposed senior secured first lien bank credit facilities, consisting of a $130 million revolving credit facility due 2029 and a $795 million term loan due 2031. The outlook remains stable. Eisner is a US middle-market accounting, tax and advisory services provider Eisner announced that it would repay its existing rated debt with the net proceeds from the proposed senior secured credit facility. The existing debt ratings will be withdrawn when they are repaid. "Although several debt-funded acquisitions that closed in late 2023 and early 2024 have increased Eisner's debt burden, raised integration risks and marginally weakened its key credit metrics, Moody's had anticipated that Eisner would seek inorganic growth, so the B2 CFR already reflects those risks, leading to the affirmation of the CFR at B2," said Edmond DeForest, Moody's Senior Vice President. RATINGS RATIONALE Eisner's B2 CFR is constrained by high financial leverage as expressed by debt-to-EBITDA of 9.4x and debt-to-EBITDA-plus-non-cash-compensation of 6.2x for the LTM period ended October 31, 2023 and pro-forma for completed acquisitions and the proposed refinancing. Small revenue scale relative to global accounting, audit and tax service companies and the highly competitive and mature characteristics of the industry also constrain the rating. Moody's expects debt-to-EBITDA will fall to about 6.5x by FY2025 (ends July 31) through higher earnings, driven by Moody's anticipation of low-single-digit rate organic revenue growth and profitability rate expansion, as well as required debt amortization. The rating is also constrained by an aggressive financial policy with potential for further debt-funded acquisitions. Having completed about 30 acquisitions since 2012, Moody's expects Eisner will continue pursuing debt-funded acquisitions, limiting the potential for meaningful financial leverage reduction over the next 12 to 18 months. Given the numerous acquisitions, historical financial information does not reflect the company's current operations without substantial pro forma and other adjustments. All financial metrics cited reflect Moody's standard adjustments. The rating benefits from Eisner's balanced business profile and strong name recognition, diversified client base with its top 10 clients representing less than 5% of total revenue, and a highly recurring revenue model supported by strong client retention rates. Moody's expects margin expansion will be driven by the company's investments in operating cost reductions and technology. Moody's also considers Eisner's relatively strong partner retention rates, which is a key factor in its good revenue predictability. When the employment and macro-economic environment in the US is favorable, employee turnover risks persist. However, continued high levels of incentives and retention tools partially mitigate the risk of increased partner turnover. Moody's expects EBITDA margins in a low teens percentage range in FY 2025 (ends July). Although debt leverage is high, Moody's anticipates free cash flow to debt approaching 5% and EBITDA less capital expenditures to interest around 1.5x in FY2025, which are solid credit metrics compared to many other services issuers also rated in the B2 CFR category. The B2 credit facility ratings, which are the same as the B2 CFR, reflect the preponderance of debt represented by the term loan and revolver. Debt capital is comprised of a $130 million revolving credit facility expiring in 2029 and $795 million of outstanding term loans maturing 2031. The revolver and term loans have a first priority security interest in substantially all assets of the borrower and guarantors. Marketing terms for the senior secured credit facilities (final terms may differ materially) include the following: incremental pari passu debt capacity up to the greater of $158.4 million and 100% of consolidated LTM EBITDA, plus unlimited amounts subject to a 5.0x first lien net leverage ratio threshold. There is no inside maturity sublimit. The facilities documentation are expected to include "J Crew" type provisions. The credit agreement provides some limitations on up-tiering transactions, requiring 100% lender consent for amendments that subordinate the debt and/or liens. Moody's considers Eisner's liquidity profile as good, reflecting Moody's expectation for at least $25 million of free cash flow in FY2024 and $50 million in FY2025 and access to its $130 million revolver expiring 2029. Anticipated free cash flow and approximately $22 million cash on hand as of January 31, 2024 should cover approximately $8.0 million of mandatory annual debt amortization. Due to the seasonality of the tax business and the timing of compensation, Eisner's revenue and cash flow are highly seasonal. Moody's expects negative cash flow in Eisner's 2nd and 4th fiscal quarters (ending January 31 and July 31, respectively) and very positive cash flow, with a spike in tax filing-related revenue, in its 3rd fiscal quarter (ends April 30). Moody's also expects that the revolver may be drawn to fund seasonal cash needs and acquisitions. Access to the revolver requires compliance with a springing maximum first lien net leverage ratio covenant that cannot exceed 7.7x, which is tested when the revolver draw is 35% ($45.5 million) of the total commitment or greater. As of October 31, 2023, Eisner reported that first lien net leverage was 5.0x. Moody's expect Eisner to maintain ample cushion under its financial covenant. The stable outlook reflects Moody's expectations for low-single-digit rate organic revenue growth in 2024 and 2025, debt to EBITDA declining steadily, mostly through earnings growth, to around 6.5x by FY 2025, no dividend distributions and modest but growing free cash flow generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Eisner increases its scale through organic growth or acquisitions, demonstrates a commitment to more conservative financial policies, sustains debt-to-EBITDA below 4.5x, EBITDA less capital expenditures to interest above 2.0x and free cash flow-to-debt above 8%. The ratings could be downgraded if Eisner experiences declining revenues and operating margins or high employee turnover rates. The ratings could also be downgraded if the company exhibits financial policies that include debt-financed dividends or acquisitions increasing debt-to-EBITDA to be sustained above 6.5x, EBITDA less capital expenditures to interest remaining below 1.25x or free cash flow-to-debt below 2%. Material weakening in liquidity could also pressure the ratings. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Eisner Advisory Group LLC, domiciled in New York City and majority-owned by affiliates of private equity sponsor TowerBrook, is a US middle-market professional services firm with a national platform and global presence, offering accounting, tax and advisory services to over 30,000 clients. Moody's expects FY2025 (ends July 31) of about $1.1 billion. ELECTRONICS FOR IMAGING: $875MM Bank Debt Trades at 35% Discount ---------------------------------------------------------------- Participations in a syndicated loan under which Electronics For Imaging Inc is a borrower were trading in the secondary market around 65.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 60.8 cents-on-the-dollar the previous week ended Feb. 2. The $875 million facility is a Term loan that is scheduled to mature on July 23, 2026. About $837.8 million of the loan is withdrawn and outstanding. Electronics for Imaging is a worldwide provider of products, technology and services leading the transformation of analog to digital imaging. ELEVATE TEXTILES: $250MM Bank Debt Trades at 25% Discount --------------------------------------------------------- Participations in a syndicated loan under which Elevate Textiles Inc is a borrower were trading in the secondary market around 74.6 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 79.1 cents-on-the-dollar the previous week ended Feb. 2. The $250 million facility is a Pik Term loan that is scheduled to mature on September 30, 2027. The amount is fully drawn and outstanding. Elevate Textiles, Inc. manufactures and supplies textile products worldwide. ENDO INTL: Asks Court for Opioid Lawsuit Pause Extension -------------------------------------------------------- Yun Park of Laaw360 reports that Endo has asked a New York bankruptcy judge to pause the opioid litigation leveled against it for five more months, asserting that the pharmaceutical company made "wide-ranging progress" in its Chapter 11 case and expects to have a reorganization plan confirmed by March 2024. About Endo International Endo International plc (OTC: ENDPQ) is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). On May 25, 2023, Operand Pharmaceuticals Holdco II Limited and Operand Pharmaceuticals Holdco III Limited each filed a voluntary Chapter 11 petition also in the U.S. Bankruptcy Court for the Southern District of New York. On May 31, 2023, Operand Pharmaceuticals II Limited and Operand Pharmaceuticals III Limited each filed a voluntary Chapter 11 petition also in the Southern District of New York. The Company's cases are jointly administered before the Honorable James L. Garrity, Jr. Endo initiated the financial restructuring process after reaching an agreement with a group of its senior debtholders on a transaction that would substantially reduce outstanding debt, address remaining opioid and other litigation-related claims, and best position Endo for the future. This would allow the Company to advance its ongoing business transformation from a strengthened financial position to create compelling value for its stakeholders over the long term. Endo's India-based entities are not part of the Chapter 11 proceedings. The Company has filed recognition proceedings in Canada and expects to file similar proceedings in the United Kingdom and Australia. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC, is the claims agent and administrative advisor. A Web site dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP, as legal counsels, and Ducera Partners, LLC, as investment banker. ESCAMBIA OPERATING: Trustee Hires Mccraney as Conflict Counsel -------------------------------------------------------------- Drew McManigle, the Trustee for Escambia Operating Company, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Mccraney Montagnet Quin & Noble, PLLC as conflict counsel. The firm will render legal services to the Trustee relating to the bankruptcy proceeding and assist with the proper administration of the estates when a conflict precludes the Trustee's general counsel, Jones Walker LLP from representing the Trustee. The firm will be paid at these rates: Partners $550 per hour Counsel $450 per hour Paralegals $225 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas C. Noble, a partner at Mccraney Montagnet Quin & Noble, 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: Douglas C. Noble Mccraney Montagnet Quin & Noble, PLLC 602 Steed Road, Suite 200, Ridgeland, MS 39157 Tel: (601) 707-5725 Fax: (601) 510-2939 Email: dnoble@mmqnlaw.com About Escambia Operating Company Escambia Operating Company, LLC and Escambia Asset Company, LLC filed Chapter 11 petitions (Bankr. S.D. Miss. Lead Case No. 23-50491) on April 2, 2023, with $10 million to $50 million in both assets and liabilities. Judge Jamie A. Wilson oversees the cases. Drew McManigle, the Chapter 11 trustee appointed in the Debtors' cases, tapped Jones Walker, LLP as bankruptcy counsel; MACCO Restructuring Group, LLC as financial advisor; and M P Boots Petroleum Engineering Services, LLC as valuation advisor. ESCEE DELIVERY: Unsecureds Will Get 63.19% of Claims over 3 Years ----------------------------------------------------------------- ESCEE Delivery LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas a Plan of Reorganization dated February 5, 2024. The Debtor is a last-mile delivery business for Amazon, which started operations in May 2019. ESCEE was forced to file bankruptcy due to its inability to service its debt payments to the merchant cash advance companies. The Debtor is currently owned 100% by Steven Sparks. Mr. Sparks will remain the Managing Member and representative of the Debtor going forward. The Debtor delivers packages for Amazon. To that end, the Debtor owns office furniture and leases vehicles in order to operate its business. The primary asset of value is cash. The sole creditor listed as secured in Debtor's schedules was also disputed, and did not file a proof of claim. Therefore, there are no secured creditors with allowed claims that will be paid in the plan. The Liquidation Analysis will provide for payment to the unsecured creditors in the Plan. The Debtor's Plan of Reorganization provides for the continued operations of the Debtor in order to make payments to its creditors as set forth in this Plan. Debtor seeks to confirm a consensual plan of reorganization so that all payments to creditors required under the Plan will be made directly by the Debtor to its creditors. If Debtor must seek confirmation of this Plan pursuant to Section 1191(b) of the Bankruptcy Code, then the Subchapter V Trustee will be the disbursing agent. The Debtor will continue operating its business. The Debtor's Plan will break the existing claims into three classes of Claimants. These claimants will receive cash repayments over a period of time beginning on the Effective Date. While Debtor's Plan proposes to pay claims not to exceed 3 years, nothing prevents Debtor from prepaying its claims. Class 2 consists of Allowed General Unsecured Claims. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next 3 years beginning not later than the 15th day of the first full calendar month following 30 days after the effective date of the plan. Debtor may begin on the 15th day of the month after the effective date of confirmation, to begin disbursements to the Class 2 claims. Debtor will distribute $105,007.24 to the general allowed unsecured creditor pool over the 3-year term of the plan. Payments will be monthly. The Debtor's General Allowed Unsecured Claimants will receive 63.19% of their allowed claims under this plan. Any creditors listed in the schedules of ESCEE Delivery LLC as disputed and did not file a claim will not receive distributions under this plan. The allowed unsecured claims total $166,177.00. Class 3 consists of Equity Interest Holders (Current Owner). The current owner will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. A full-text copy of the Plan of Reorganization dated February 5, 2024 is available at https://urlcurt.com/u?l=mPqHcq from PacerMonitor.com at no charge. Counsel to the Debtor: Robert C. Lane, Esq. Joshua D. Gordon, Esq. A. Zachary Casas, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com zach.casas@lanelaw.com About Escee Delivery ESCEE Delivery, LLC, is a last-mile delivery business for Amazon, which started operations in May 2019. The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 23-43451) on Nov. 8, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. Steven Sparks, president, signed the petition. Judge Mark X. Mullin oversees the case. Robert C. Lane, Esq., at The Lane Law Firm, is the Debtor's bankruptcy counsel. EUROBISTRO LLC: Jerrett McConnell Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq., at McConnell Law Group, P.A. as Subchapter V trustee for Eurobistro, LLC. Mr. McConnell will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. McConnell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jerrett M. McConnell, Esq. McConnell Law Group, P.A. 6100 Greenland Rd., Unit 603 Jacksonville, FL 32258 Phone: (904) 570-9180 Email: info@mcconnelllawgroup.com About Eurobistro LLC Eurobistro, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 24-00317) on February 1, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Jacob A. Brown oversees the case. Thomas C. Adam, Esq., represents the Debtor as legal counsel. EVOKE PHARMA: Prices $30 Million Underwritten Public Offering ------------------------------------------------------------- Evoke Pharma, Inc. announced that it has priced an underwritten public offering led by Nantahala Capital Management, with participation by other fundamental investors, for gross proceeds of up to $30 million, that includes initial upfront funding of approximately $7.5 million, prior to deducting underwriting discounts and commissions and estimated offering expenses. The offering is comprised of (i) 11,029,411 shares of common stock (or pre-funded warrants in lieu thereof), (ii) 11,029,411 Series A Warrants with an initial exercise price of $0.68 per share and a term of five years following the issuance date, (iii) 11,029,411 Series B Warrants with an exercise price of $0.68 per share and a term of nine months following the issuance date and (iv) 11,029,411 Series C Warrants with an exercise price of $0.68 per share and a term of five years following the issuance date, subject to early expiration. The Series C Warrants may only be exercised to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, and are subject to an early expiration of nine months, in proportion and only to the extent any Series C Warrants expire unexercised. The combined price per share of common stock, Series A Warrant, Series B Warrant and Series C Warrant is $0.68, totaling $7.5 million initial gross proceeds to the Company. If the Series A Warrants are exercised in full, the Company would receive an additional $7.5 million in gross proceeds. If the Series B Warrants are exercised in full, the Company would receive an additional $7.5 million in gross proceeds. If the Series C Warrants are exercised in full, the Company would receive an additional $7.5 million in gross proceeds; thus if all warrants are exercised in full the total gross proceeds to the Company including the initial upfront funding would be $30 million. Evoke intends to use the net proceeds from the public offering for working capital and general corporate purposes. Evoke may also use a portion of the net proceeds, together with its existing cash and cash equivalents, to in-license, acquire, or invest in complementary businesses, technologies, products or assets; however, Evoke has no current commitments or obligations to do so. The offering is expected to close by Feb. 13, 2024, subject to satisfaction of customary closing conditions. Craig-Hallum and Laidlaw & Company (UK) Ltd. are acting as joint book-running managers for the offering. The securities described above are being offered by Evoke pursuant to a registration statement on Form S-1 (File No. 333-275443) previously filed and declared effective by the Securities and Exchange Commission. The offering is being made only by means of a written prospectus and prospectus supplement that will form a part of the registration statement. A final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Alternatively, when available, copies of the final prospectus supplement relating to this offering may be obtained from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 222 South Ninth Street, Suite 350, Minneapolis, MN 55402, by telephone at (612) 334-6300 or by email at prospectus@chlm.com; or from Laidlaw & Company (UK) Ltd., Attention: Syndicate Department, 521 Fifth Avenue, 12th Floor, New York, NY 10175, or by email at syndicate@laidlawltd.com. About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma, Inc. -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company is developing Gimoti, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis. Evoke Pharma reported a net loss of $8.22 million for the year ended Dec. 31, 2022, compared to a net loss of $8.54 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $7.85 million in total assets, $8.73 million in total liabilities, and a total stockholders' deficit of $873,775. San Diego, California-based BDO USA, LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 21, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. In the Company's Quarterly Report for the period ended Sept. 30, 2023, the Company's management concluded that there is substantial doubt about the Company's ability to continue as a going concern. This doubt about the Company's ability to continue as a going concern for at least 12 months from the date of issuance of the financial statements could materially limit the Company's ability to raise additional funds through the issuance of new debt or equity securities or otherwise. The Company has incurred significant losses since its inception and has never been profitable, and it is possible it will never achieve profitability. The Company believes, based on its current operating plan, that its cash and cash equivalents as of September 30, 2023 of approximately $6.0 million, as well as future cash flows from net sales of Gimoti, will be sufficient to fund its operations into at least the first quarter of 2024. EYE CARE: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------- The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Eye Care Leaders Portfolio Holdings, LLC and its affiliates. The committee members are: 1. Kimberly Farley Patients Class Action Representative c/o Jean Martin Morgan & Morgan Complex Litigation Group 201 N. Franklin St. 7th Floor Tampa, FL 33602 813-559-4908 jeanmartin@forthepeople.com 2. Dr. Hemang Pandya Physicians Class Action Representative Dallas Retina Center, PLLC 6000 West Spring Creek Parkway, Suite 215 Plano, TX 75024 469-430-8375 drpandya@dallasretina.com 3. Edward Willmott Bermuda Joint Provisional Liquidator for PB Life and Annuity Co, Ltd.; Northstar Financial Services (Bermuda) Ltd.; Omnia, Ltd.; and PB Investment Holdings Ltd. Deloitte Financial Advisory Ltd. Bermuda Corner House 20 Parliament Street Hamilton HM 12, Bermuda edward.willmott@deloitte.com 4. JoAnn H. Gehring Chief Financial Officer Mednetworx, LLC 12700 Park Central Dr. #1050 Dallas, TX 75251 469-854-8456 joann.gehning@mednetworx.com 5. Jun (Jim) Huang, MD, PhD Quality Eye Associates, LLC 6 Samara Circle Northfield, NJ 08225 609-287-7333 huangjc@comcast.net 6. Jose C. Benitez Ulmer, President Universal Life Insurance Company Metro Office Park Lot 10, 3rd Floor. P.O. Box 2145 San Juan, PR 00922-2145 787-793-7202 jobenitez@universalpr.com 7. A.J. Roseberry Associate General Counsel Waystar Technologies, Inc. 888 W. Market Street Louisville, KY 40202 502-537-0213 aj.roseberry@waystar.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Eye Care Leaders Portfolio Eye Care Leaders Portfolio Holdings, LLC provides a suite of software specifically geared towards ophthalmology and optometry practices, practice management, surgical, revenue cycle management (RCM), MIPS reporting and more. Based in Durham, N.C., Eye Care Leaders is a one-stop shop for eye care specialists and their patients. Eye Care Leaders and more than 30 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Texas Lead Case No. 24-80001) on Jan. 16, 2024. At the time of the filing, Eye Care Leaders disclosed $100 million to $500 million in assets against $500 million to $1 billion in debt. Judge Michelle V. Larson presides over the cases. Gray Reed and B. Riley Financial Inc. are the Debtors' bankruptcy counsel and financial advisor, respectively. EYECARE PARTNERS: $250MM Bank Debt Trades at 47% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 53.0 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 49.9 cents-on-the-dollar the previous week ended Feb. 2. The $250 million facility is a Term loan that is scheduled to mature on November 15, 2028. About $246.9 million of the loan is withdrawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. EYECARE PARTNERS: $440MM Bank Debt Trades at 46% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 54.4 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 49.9 cents-on-the-dollar the previous week ended Feb. 2. The $440 million facility is a Term loan that is scheduled to mature on November 15, 2028. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. EYECARE PARTNERS: $750MM Bank Debt Trades at 45% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 54.8 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 50.6 cents-on-the-dollar the previous week ended Feb. 2. The $750 million facility is a Term loan that is scheduled to mature on February 20, 2027. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products FEH INC: S&P Rates New $1.78BB Term Loan 'BB-' ---------------------------------------------- S&P Global Ratings assigned its 'BB-' debt rating to FEH Inc.'s proposed term loan of $1.78 billion. The proposed term loan would amend and extend the company's existing term loan due February 2027, and would be due February 2029. The revised pricing would tentatively be SOFR plus 275 basis points, from SOFR plus 250 basis points and 10 basis points of credit spread adjustment. Our recovery rating is unchanged at 35% for the term loan, implying average recovery expectations. S&P said, "We expect the main leverage covenants to remain the same as for the previous term loan, including the mandatory prepayment clause from excess cash flow. The company will use the proceeds to refinance and replace the term loans outstanding under the existing credit agreement. "We expect the transaction to be leverage neutral to the company. FEH paid down its $160 million of senior secured notes in the fourth quarter of 2023." The company was in compliance with its credit agreement leverage covenant of 5.0x as of year-end 2023. FEH's fee-paying assets under management grew to $131 billion at year-end 2023, from $121 billion at year end 2022, driven by strong growth in its global value funds in a growing equity market. S&P said, "The negative outlook on our ratings on FEH Inc. (BB-/Negative/--) reflects our expectation that weighted average leverage will remain near the 5.0x downside threshold over the next 12 months. We could lower the rating in the next 12 months if we think leverage will be sustained above 5.0x. This could occur if earnings fall below expectations, net flows worsen, or markets deteriorate further than anticipated. Alternatively, we could revise the outlook to stable if leverage declines and we expect it to remain below 5.0x." FTX GROUP: Asks Court Okay to Sell $175-Mil. Claim Against Genesis ------------------------------------------------------------------ Rick Archer of Law360 reports that defunct cryptocurrency giant FTX has asked Delaware's bankruptcy court for permission to sell a $175 million claim it was granted against Genesis Global through a settlement last 2023 with the also-insolvent virtual assets business. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 billion 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. GALLERIA 2425: Hires Norris & Associates as Accountant ------------------------------------------------------ Galleria 2425 Owner, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Norris & Associates as accountant. The firm will provide monthly accounting and financial services to the Debtor. The firm will be paid at these rates: Robert Norris $200 per hour Associates $75 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Norris, a partner at Norris & Associates, 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 Norris Norris & Associates 1614 Holland Avenue Houston, TX 77029 Telephone: (713) 453-3310 About Galleria 2425 Owner, LLC Galleria 2425 Owner, LLC is primarily engaged in renting and leasing real estate properties. Galleria 2425 Owner, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-34815) on Dec. 5, 2023. The petition was signed by Dward Darjean as manager. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Jeffrey P. Norman presides over the case. James Q. Pope, Esq. at THE POPE LAW FIRM represents the Debtor as counsel. GENESISCARE USA: $350MM Bank Debt Trades at 80% Discount -------------------------------------------------------- Participations in a syndicated loan under which Genesiscare USA Holdings Inc is a borrower were trading in the secondary market around 20.0 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 16.1 cents-on-the-dollar the previous week ended Feb. 2. The $350 million facility is a Term loan that is scheduled to mature on May 17, 2027. The amount is fully drawn and outstanding. About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com--- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GHX ULTIMATE: S&P Rates New $721MM First-Lien Term Loan 'B-' ------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level rating to GHX Ultimate Parent Corp.'s proposed $721 million first-lien term loan with a '3' recovery rating (rounded estimate: 65%). S&P considers the proposed issuance slightly positive for credit quality because it should reduce the company's interest expense by approximately $5 million annually. S&P's 'B-' long-term issuer credit rating and stable outlook on GHX are unaffected by the transaction. S&P said, "We expect free operating cash flow (FOCF) between $15 million and $20 million in 2024. In 2023, FOCF was burdened by approximately $25 million in fees and expenses associated with the term loan refinancing transaction completed April 2023. We forecast FOCF will rebound in 2024 due to fewer one-time costs and modestly lower margin on the repriced term loan. In addition, increased hospital volumes and successful cross-selling activities should lead to organic revenue growth in the mid- to high-single-digit percent area in 2024. "The stable outlook on the issuer rating indicates our expectation of adjusted leverage around 9x and FOCF to debt below 3x in 2024. We expect improvement in EBITDA and cash flow in 2024 due to topline growth, synergy realization, and lower one-time costs. The rating also reflects that GHX operates in a niche market with relatively small scale. The cloud-base exchange market is vulnerable to change from large companies entering the space, standardization of product information, or shifts in technology, all of which may limit the company's ability to grow organically and potentially lead to negative FOCF. These factors are partly offset by GHX's limited customer concentration, it works with many medical device companies, and has highly recurring, subscription-based revenue." GHX Ultimate Parent Corp. ISSUER CREDIT RATING B-/STABLE/-- SENIOR SECURED US$125 mil 1st lien revolver bank ln due June 20, 2027 B- Recovery rating 3(65%) US$725 mil 1st lien term bank ln due June 20, 2027 B- Recovery rating 3(65%) GLOBAL ONE: Brian Shapiro Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 17 appointed Brian Shapiro as Subchapter V trustee for Global One Media, Inc. Mr. Shapiro will be paid an hourly fee of $595 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Shapiro declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brian Shapiro 510 S. 8th Street Las Vegas, NV 89101 Phone: (702) 386-8600 Email: brian@trusteeshapiro.com About Global One Media Las Vegas-based Global One Media, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-10526) on February 2, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Richard Hudson, president and chief executive officer, signed the petition. David Riggi, Esq., at Riggi Law Firm represents the Debtor as bankruptcy counsel. GOL LINHAS: Creditor's Meeting Set for February 29 -------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors of GOL Intelligent Airlines Inc aka GOL Linhas Areas Inteligentes SA on Feb. 29, 2024, at 1:00 p.m. (ET). The meeting will be held by telephone: Dial-inNumber: 1-866-910-1611 Passcode: 3692332# The 11 U.S.C. Sec. 341(a) meeting may be continued or adjourned to a later date. If so, the date will be on the court docket. Creditors may attend, but are not required to do so. About Gol GOLL4.SA GOL Linhas Aereas Inteligentes S.A. provides scheduled and non-scheduled air transportation services for passengers and cargo; and maintenance services for aircraft and components in Brazil and internationally. The company offers Smiles, a frequent-flyer program to approximately 20.5 million members, allowing clients to accumulate and redeem miles. It operates a fleet of 146 Boeing 737 aircraft with 674 daily flights. The company was founded in 2000 and is headquartered in Sao Paulo, Brazil. GOL Linhas Aereas Inteligentes S.A. and its affiliates and its subsidiaries voluntarily filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 24-10118) on Jan. 25, 2024. GOL Linhas estimated $1 billion to $10 billion in assets as of the bankruptcy filing. The Debtors tapped Milbank Llp as counsel, Seabury Securities Llc as restructuring advisor, financial advisor and investment banker, Alixpartners, LLP, as financial advisor, and HUGHES Hubbard & Reed LLP as aviation related counsel. Kroll Restructuring Administration LLC is the claims agent. GOTO GROUP: $2.25BB Bank Debt Trades at 39% Discount ---------------------------------------------------- Participations in a syndicated loan under which GoTo Group Inc is a borrower were trading in the secondary market around 61.5 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 66.3 cents-on-the-dollar the previous week ended Feb. 2. The $2.25 billion facility is a Term loan that is scheduled to mature on August 31, 2027. The amount is fully drawn and outstanding. GoTo, formerly LogMeIn Inc., is a flexible-work provider of software as a service and cloud-based remote work tools for collaboration and IT management. GTT COMMUNICATIONS: $350MM Bank Debt Trades at 29% Discount ----------------------------------------------------------- Participations in a syndicated loan under which GTT Communications Inc is a borrower were trading in the secondary market around 71 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 66.2 cents-on-the-dollar the previous week ended Feb. 2. The $350 million facility is a Payment-in-kind Term loan that is scheduled to mature on June 30, 2028. The amount is fully drawn and outstanding. GTT Communications, Inc., formerly Global Telecom and Technology, is a multinational telecommunications and internet service provider company with headquarters in McLean, Virginia, and incorporated in Delaware. HELIUS MEDICAL: Sells $1.6 Million Worth of Class A Shares ---------------------------------------------------------- Helius Medical Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that between Oct. 3, 2023 and Feb. 9, 2024, the Company sold $1.6 million of its Class A common stock, par value $0.001 per share, that was available for sale under its at-the-market offering program with Roth Capital Partners, LLC, resulting in the issuance and sale of an aggregate of 173,336 shares of Common Stock at an average price per share of $9.17 for net proceeds to the Company of $1.5 million. As of Feb. 9, 2024, the Company had outstanding 886,743 shares of Common Stock. About Helius Medical Helius Medical Technologies, Inc. -- http://www.heliusmedical.com/ -- is a neurotech company in the medical device field focused on neurologic deficits using orally applied technology platform that amplifies the brain's ability to engage physiologic compensatory mechanisms and promote neuroplasticity, improving the lives of people dealing with neurologic diseases. Helius Medical reported a net loss of $14.07 million for the year ended Dec. 31, 2022, compared to a net loss of $18.13 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $8.85 million in total assets, $5.83 million in total liabilities, and $3.02 million in total stockholders' equity. Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 9, 2023, citing that the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital, thus raising substantial doubt about the Company's ability to continue as a going concern. As of September 30, 2023, the Company had cash, cash equivalents and warrant proceeds receivable from the issuance of Common Stock of $7.0 million. For the nine months ended September 30, 2023, the Company had an operating loss of $10.2 million, and as of September 30, 2023, its accumulated deficit was $158.9 million. For the nine months ended September 30, 2023, the Company had $0.5 million of net revenue from the commercial sale of products. The Company expects to continue to incur operating losses and net cash outflows until such time as it generates a level of revenue to support its cost structure. There is no assurance that the Company will achieve profitable operations, and, if achieved, whether it will be sustained on a continued basis. These factors indicate substantial doubt about the Company's ability to continue as a going concern within one year after the date the consolidated financial statements were filed, Helius said in its Quarterly Report for the period ended Sept. 30, 2023. HORNBLOWER SUB: $60MM Bank Debt Trades at 22% Discount ------------------------------------------------------ Participations in a syndicated loan under which Hornblower Sub LLC is a borrower were trading in the secondary market around 77.6 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $60 million facility is a Term loan that is scheduled to mature on April 29, 2024. About $0.0 million of the loan is withdrawn and outstanding. Hornblower Sub, LLC is a charter yacht and public dining cruise operator. HUBBARD RADIO $372MM Bank Debt Trades at 22% Discount ----------------------------------------------------- Participations in a syndicated loan under which Hubbard Radio LLC is a borrower were trading in the secondary market around 78.3 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 83.4 cents-on-the-dollar the previous week ended Feb. 2. The $372 million facility is a Term loan that is scheduled to mature on April 30, 2025. The amount is fully drawn and outstanding. Formed in 2011, Hubbard Radio, LLC is a family controlled and privately held media company that owns and operates radio stations in seven of top 30 markets, including Chicago, Washington, D.C., Minneapolis/St. Paul, St. Louis, Cincinnati, Seattle, and Phoenix. Hubbard also operates 2060 Digital, LLC, a national digital marketing agency based in Cincinnati, OH. Headquartered in St. Paul, MN, the company is affiliated with Hubbard Broadcasting Inc., a television and radio broadcasting company that was started in 1923. IBIO INC: Incurs $8.2 Million Net Loss in Second Quarter -------------------------------------------------------- Ibio Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $8.21 million on $0 of revenues for the three months ended Dec. 31, 2023, compared to a net loss of $33.55 million on $0 of revenues for the three months ended Dec. 31, 2022. For the six months ended Dec. 31, 2023, the Company reported a net loss of $13.96 million on $50,000 of revenues, compared to a net loss of $51.68 million on $0 of revenues for the same period during the prior year. As of Dec. 31, 2023, the Company had $34.02 million in total assets, $24.82 million inf total liabilities, and $9.20 million in total stockholders' equity. Ibio said, "The history of significant losses, the negative cash flow from operations, the limited cash resources on hand and the dependence by the Company on obtaining additional financing to fund its operations after the current cash resources are exhausted raise substantial doubt about the Company's ability to continue as a going concern. Management's current financing and business plans have not mitigated such substantial doubt about the Company's ability to continue as a going concern for at least 12 months from the date of filing this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023. In an effort to mitigate the substantial doubt about continuing as a going concern and increase cash reserves, the Company has raised funds from time to time through equity offerings or other financing alternatives, reduced its work force by approximately 60% (a reduction of approximately 69 positions) in November 2022, and ceased operations of its 130,000 square foot cGMP facility located in Bryan, Texas (the "Facility") thereby reducing annual spend on expenses. The Facility is a life sciences building located on land owned by the Board of Regents of the Texas A&M University System ("Texas A&M") and was designed and equipped for the manufacture of plant-made biopharmaceuticals." 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/1420720/000155837024000934/ibio-20231231x10q.htm About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a preclinical stage biotechnology company that leverages the power of Artificial Intelligence (AI) for the development of precision antibodies. Its proprietary technology stack is designed to minimize downstream development risks by employing AI-guided epitope-steering and monoclonal antibody (mAb) optimization. iBio reported a net loss available to the Company's stockholders of $65.01 million for the year ended June 30, 2023, compared to a net loss available to stockholders of $50.39 million for the year ended June 30, 2022. As of June 30, 2023, the Company had $41.21 million in total assets, $25.83 million in total liabilities, and $15.38 million in total stockholders' equity. Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Sept. 27, 2023, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities for the years ended June 30, 2023 and 2022 and has an accumulated deficit as of June 30, 2023. These matters, among others, raise substantial doubt about its ability to continue as a going concern. INTEGRATED VENTURES: Incurs $354K Net Loss in Second Quarter ------------------------------------------------------------ Integrated Ventures, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $354,340 on $1.73 million of net total revenue for the three months ended Dec. 31, 2023, compared to a net loss of $763,597 on $370,292 of net total revenue for the three months ended Dec. 31, 2022. For the six months ended Dec. 31, 2023, the Company reported a net loss of $9.39 million on $2.79 million of net total revenue, compared to a net loss of $1.55 million on $925,657 of net total revenue for the six months ended Dec. 31, 2022. As of Dec. 31, 2023, the Company had $5.44 million in total assets, $3.03 million in total current liabilities, $1.13 million in series C preferred stock, $3 million in series D preferred stock, and a total stockholders' deficit of $1.71 million. "Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of December 31, 2023, the Company's current liabilities exceeded its current assets by $2,994,375 and the Company had an accumulated deficit of $82,906,978. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company stated. 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/1520118/000147793224000627/intv_10q.htm About Integrated Ventures Inc. Integrated Ventures Inc. -- www.integratedventuresinc.com -- focuses on acquiring, launching, and operating companies in the cryptocurrency sector, mainly in digital currency mining, equipment manufacturing, and sales of branded mining rigs, as well as blockchain software development. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has suffered net losses from operations in current and prior periods and has accumulated deficiency, which raises substantial doubt about its ability to continue as a going concern. INTELLIPHARMACEUTICS: Issues 1.9M Stock Options to D&Os, Employees ------------------------------------------------------------------ Intellipharmaceutics International Inc. announced that the Company has issued 1,910,000 common share purchase options pursuant to the Company's stock option plan. The Company issued 1,910,000 Options to certain directors, officers and employees of the Company, who are eligible to receive the Options under the Plan. Each Option grants the holder the right to purchase one Common Share at a purchase price of Cdn $0.094 per Common Share for a period of 10 years from the date of issue. Accordingly, the Options expire Feb. 5, 2034. The Options will vest: (i) 50% immediately; (ii) 25% on the first anniversary of the grant; and (iii) 25% on the second anniversary of the grant. About Intellipharmaceutics Intellipharmaceutics International Inc. is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. The Company's patented Hypermatrix technology is a multidimensional controlled-release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology platform, the Company has developed several drug delivery systems and a pipeline of products (some of which have received FDA approval) and product candidates in various stages of development, including ANDAs filed with the FDA (and one ANDS filed with Health Canada) and one NDA filing, in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract ("GIT"), diabetes and pain. Intellipharmaceutics reported a net loss and comprehensive loss of $2.89 million for the year ended Nov. 30, 2022, compared to a net loss and comprehensive loss of $5.14 million for the year ended Dec. 31, 2021. As of Aug. 31, 2023, the Company had $1.56 million in total assets, $14.44 million in total liabilities, and a total shareholders' deficiency of $12.87 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 5, 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. JACON LLC: Court OKs Cash Collateral Access Thru March 31 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota authorized Jacon LLC to continue using cash collateral in which Platinum Bank and the U.S. Small Business Administration have an interest through March 31, 2024. As previously reported by the Troubled Company Reporter, Platinum Bank - UCC Financing Statement filed on May 18, 2016, June 14, 2021, September 24, 2021, and April 29, 2022, Filing Numbers: 888850700027, 1239693100023, 1258171100020 and 1311732400020, with the Minnesota Secretary of State securing a lien on all assets of the Debtor, including cash and receivables. The Debtor owes approximately $565,174. United States Small Business Administration - UCC Financing Statement filed on May 23, 2020, Filing Number: 1160408103162, with the Minnesota Secretary of State securing a lien on all assets of the Debtor, including cash and receivables. The Debtor owes approximately $3.299 million. The court said the Debtor is permitted to pay as adequate protection payments in the following sums by the first of each month: Platinum Bank - $20,000 and the SBA - $1,177. As adequate protection, the Secured Creditors are granted replacement liens, to the extent of the Debtor's use of cash collateral, in post-petition inventory, accounts, equipment, and general intangibles, with such lien being of the same priority, dignity, and effect as their respective pre-petition liens. However, such replacement liens will exclude all causes of action under Chapter 5 of Title 11 of the United States Code. A copy of the order is available at https://urlcurt.com/u?l=2WG9lF from PacerMonitor.com. About Jacon LLC Jacon LLC is a demolition, excavating, and utilities contractor in the St. Paul/Minneapolis area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 23-31873) on September 12, 2023. In the petition signed by Jason Jacobsen, president, the Debtor disclosed up to $10 million in both assets and liabilities. William J. Fisher oversees the case. John D. Lamey III, Esq., at Lamey Law Firm, P.A., represents the Debtor as legal counsel. JAWED DEVELOPMENT: Lawrence Katz Named Subchapter V Trustee ----------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Lawrence Katz of Hirschler Fleischer, PC as Subchapter V trustee for Jawed Development, LLC. Mr. Katz will be paid an hourly fee of $625 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Katz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lawrence A. Katz Hirschler Fleischer, PC 1676 International Drive, Suite 1350 Tysons Corner, VA 22102-4940 Phone: (703) 584-8901 Email: LKatz@hirschlerlaw.com About Jawed Development Jawed Development, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Va. Case No. 24-10165) on Jan. 31, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Brian F. Kenney oversees the case. JEDLAND LLC: Seeks to Hire Heerin Law PLLC as Counsel ----------------------------------------------------- Jedland LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Heerin Law, PLLC as counsel. The firm's services include: a. providing legal advice with respect to his power and duties as debtor-in-possession; b. preparing and pursuing confirmation of a plan and approval of a disclosure statement; c. preparing on behalf of the Debtors necessary applications, motions, answer, order, reports and other legal papers; d. appearing in Court and protecting the interest of the Debtor before the Court; and e. performing all other legal services for the Debtor which may be necessary and proper in these proceedings. The firm will be paid at these rates: Manolo Santiago, Esq. $350 per hour Paralegals $125 to $175 per hour The Debtor paid the firm the amount of $6,700 prior to the filing of the bankruptcy case. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. C. Daniel Herrin, Esq., a partner at Heerin Law, 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: C. Daniel Herrin, Esq. HEERIN LAW, PLLC 12001 N. Central Expy, Suite 920 Dallas, TX 75243 Telephone: (469) 607-8551 Facsimile: (241) 722-0271 About Jedland LLC Jedland, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 23-42476) on December 29, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by HERRIN LAW, PLLC. JIMMY MOTOR: Aaron Cohen Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a practicing attorney in Jacksonville, Fla., as Subchapter V trustee for Jimmy Motor Car Company, Inc. Mr. Cohen will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Cohen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Aaron R. Cohen, Esq. P.O. Box 4218 Jacksonville, FL 32201 Tel: (904) 389-7277 Email: aaron@arcohenlaw.com About Jimmy Motor Car Company Jimmy Motor Car Company, Inc. is a full-service used car dealer in Orlando, Fla. Its used car inventory includes Acura, Audi, BMW, Cadillac, Chevrolet, Dodge, Ford, GMC, Honda, Hyundai, INFINITI, Jeep, Kia, Land Rover, Lexus, Lincoln, Mazda, Mercedes-Benz, MINI, Mitsubishi, Nissan, Scion, Toyota and Volkswagen. Jimmy Motor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00423) on January 30, 2024, with $1 million to $10 million in both assets and liabilities. Junaid Iqbal, president, signed the petition. Judge Lori V. Vaughan oversees the case. Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. JP INTERMEDIATE B: $288MM Bank Debt Trades at 87% Discount ---------------------------------------------------------- Participations in a syndicated loan under which JP Intermediate B LLC is a borrower were trading in the secondary market around 13.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 21.0 cents-on-the-dollar the previous week ended Feb. 2. The $288.2 million facility is a Term loan that is scheduled to mature on November 20, 2027. The amount is fully drawn and outstanding. JP Intermediate B, LLC retails vitamins and nutritional supplements. JSCO ENTERPRISES: Hires Bradley Ebenhoeh as Accountant ------------------------------------------------------ JSCO Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Bradley Ebenhoeh as accountant. The firm's services include: a. preparing the monthly operating reports; and b. performing other accounting and financial consulting services for the Debtor that may be requested during the course of the Chapter 11 case. The firm will be paid at the rate of $150 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley Ebenhoeh, accountant, 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: Bradley Ebenhoeh 533 Rutledge Avenue Charleston, SC 29403 Tel: (843) 501-2774 About JSCo Enterprises JSCo Enterprises, Inc. filed its voluntary Chapter 11 petition (Bankr. E.D. Texas Case No. 23-42151) on Nov. 9, 2023, with $1 million to $10 million in both assets and liabilities. Eric Jia-Sobota, president, signed the petition. Judge Brenda T. Rhoades oversees the case. The Debtor tapped Howard Marc Spector, Esq., at Spector & Cox, PLLC as bankruptcy counsel and the Law Offices of L.W. Cooper Jr. as special counsel. KATY ABA: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------- Katy ABA Center of Texas, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral and provide adequate protection. The Subchapter V Case was filed under an emergency basis due to the default of several debt obligations and default under its commercial lease agreement. Upon information and belief, several creditors are asserting liens on the Debtor's cash. The secured creditors who have filed UCC-1 financing statements asserting liens on the Debtor's cash are CT Corporation, DMKA, LLC, First Home Bank, Marlin Leasing Corp, Seamless Capital Group, Secured Lender Solutions, and the LCF Learning Center, Inc. Due to the emergency nature of the Chapter 11 Case, the Debtor is still in the process of providing financial documentation to the proposed undersigned counsel to complete the Debtor's schedules and other disclosures. As provided in the First Day Declaration, the Debtor estimates the obligations owed to the Secured Lenders total $1.1 million. As adequate protection for the diminution in value of cash collateral, the Debtor will (i) provide monthly adequate protection payments, (ii) maintain the value of its business as a going-concern, (iii) provide replacement liens upon now owned and after-acquired cash to the extent any diminution in value of cash collateral, and (iv) provide super priority administrative claims to the extent any diminution of value of cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=k8ggfX from PacerMonitor.com. About Katy ABA Center of Texas, LLC Katy ABA Center of Texas, LLC is a medical clinic whose mission is to assist children who struggle with challenges including Autism Spectrum Disorder to reach their highest potential by using the principles of Applied Behavior Analysis. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-30407) on February 1, 2024. In the petition signed by Laura K. Gore, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Jeffrey P. Norman oversees the case. Susan Tran Adams, Esq., at TRAN SINGH, LLP, represents the Debtor as legal counsel. KATY ABA: Melissa Haselden Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 7 appointed Melissa Haselden, Esq., at Haselden Farrow, PLLC as Subchapter V trustee for Katy ABA Center of Texas, LLC. Ms. Haselden will be paid an hourly fee of $550 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Haselden declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Melissa A. Haselden, Esq. Haselden Farrow, PLLC 700 Milam, Suite 1300 Pennzoil Place Houston, TX 77002 Telephone: (832) 819-1149 Facsimile: (866) 405-6038 Email: mhaselden@haseldenfarrow.com About Katy ABA Center of Texas Katy ABA Center of Texas, LLC is a medical clinic in Katy, Texas. Its mission is to assist children who struggle with challenges including Autism Spectrum Disorder to reach their highest potential by using the principles of Applied Behavior Analysis. Katy filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 24-30407) on February 1, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Laura K. Gore, president, signed the petition. Judge Jeffrey P. Norman oversees the case. Susan Tran Adams, Esq., at Tran Singh, LLP represents the Debtor as legal counsel. KIPP NORTH: S&P Affirms 'BB-' Rating on 2020A/B Lease Rev. Bonds ---------------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable and affirmed the 'BB-' rating on Minneapolis, Minn.'s series 2020A and 2020B charter school lease revenue bonds, issued for KIPP North Star Academy. "The negative outlook reflects our view of the school's decreasing enrollment, which could have financial ramifications if this downward trend were to continue," said S&P Global Ratings credit analyst Alexander Enriquez. S&P said, "The negative outlook reflects the continued weakness of the school's market position, with enrollment approaching the limits of viability, as we view the school's shrinking enrollment and small operating base as a limiting credit factor. Additionally, the authorizer has recently placed the school on "intervention level one" for its decreasing enrollment and weak academic performance. "We would lower the rating if the school's market position continues to weaken, if enrollment does not stabilize, or if retention rates or academic performance slide, as we view the school's shrinking enrollment and small operating base as a limiting credit factor. Additionally, we could consider a negative rating action if KIPP Minnesota posts full-accrual deficit operations or coverage weakens to levels incompatible with the current rating. We would view any decreases in liquidity unfavorably. "We could revise the outlook to stable if the school increases enrollment, improves its authorizer standing, and maintains its financial profile." KNIGHT HEALTH: $450MM Bank Debt Trades at 60% Discount ------------------------------------------------------ Participations in a syndicated loan under which Knight Health Holdings LLC is a borrower were trading in the secondary market around 39.7 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 28.5 cents-on-the-dollar the previous week ended Feb. 2. The $450 million facility is a Term loan that is scheduled to mature on December 23, 2028. The amount is fully drawn and outstanding. Knight Health Holdings LLC is a provider of community-based acute and post-acute care, with 18 short-term acute care hospitals and 61 long-term acute care facilities across 25 states. KNS MOTEL: Wins Cash Collateral Access Thru March 12 ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, New Albany Division, authorized KNS Motel, Inc. to use cash collateral, on an interim basis, in accordance with the budget, with a 10% variance. The Debtor is authorized to use the cash collateral pursuant to the terms of the Order until the earlier of: (i) if the Order is approved on a final basis, through and including March 12, 2024; (ii) the occurrence of an "Event of Default"; or (iii) the indefeasible payment in full of all indebtedness due and owing to the Bank. As adequate protection for the use of cash collateral, the Debtor grants to the Bank a first priority security interest in and lien upon all property of the Debtor of the same type and description as the Bank Collateral, whether now owned or hereafter acquired, subject only to any prior valid and enforceable, perfected and non-avoidable liens of other secured creditors, as of the Petition Date. The Adequate Protection Claim will further be entitled under 11 U.S.C. Section 507(b) to priority over any or all administrative expenses of the kind specified in 11 U.S.C. Section 503(b) or 507, but only to the extent of the diminution in the value of the Bank's interests in the Bank Collateral. The Debtor will maintain the value of the business as a going concern, pending reorganization or sale, in accordance with the Motion and the Budget. The Debtor will maintain insurance on the Business Premises subject to the Bank's liens and Replacement Liens in amounts not less than what it held prior to the Petition Date. These events constitute an "Event of Default": (i) the Debtor fails to maintain appropriate insurance; (ii) the Debtor fails to pay the utilities at the Business Premises and/or the utilities are shut off; (iii) the Debtor fails to perform any duty or obligation under the Order; (iv) the Debtor discontinues or is ordered to discontinue the conduct of its business in the ordinary course; (v) the case is converted to a chapter 7 case under the Bankruptcy Code; (vi) a trustee is appointed under any chapter of the Bankruptcy Code (other than the previously appointed subchapter V trustee while exercising his duties as a subchapter V trustee); (vii) the Debtor seeks to enter into new loans or debtor in possession financing, except upon consent of the Bank; (viii) the Debtor grants or permits any liens to be placed on any of the Collateral without the Bank's prior written consent; (ix) the automatic slay provided in section 362 of the Bankruptcy Code, as it relates to the Collateral, or any of it, will be terminated, annulled, modified or conditioned in favor of any other creditor; (x) the Court will determine after notice and hearing that the Debtor will not have sufficient cash or cash collateral available for it to continue its business operations in the ordinary course; (xi) the certain Fairfield Inn & Suites by Marriott Relicensing Franchise Agreement, dated on or about March 3,2022, and between the Debtor and Marriott International, Inc. is terminated and/or rejected without the consent of the Bank; or (xii) the Court does not enter a final order granting the Motion on or before March 12,2024. A copy of the court's order is available at https://urlcurt.com/u?l=kOg8Tm from PacerMonitor.com. About KNS Motel KNS Motel, Inc. operates in the traveler accommodation industry. It owns in fee simple interest a real property located at 619 N. Shore Drive, Jeffersonville, Ind., valued at $6.1 million. KNS Motel filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-90897) on Sept. 13, 2023, with $6,193,078 in assets and $5,006,679 in liabilities. Indravadan Patel, president, signed the petition. Judge Andrea K. Mccord oversees the case. Michael W. McClain, Esq., at Goldberg Simpson, LLC represents the Debtor as legal counsel. LAJOHNTY HOLDINGS: Property Sale Proceeds to Fund Plan ------------------------------------------------------ Lajohnty Holdings, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Plan of Reorganization [or Liquidation] dated February 5, 2024. The Debtor is organized as a single member LLC under the laws of the state of New Jersey. The sole member is Tyrone Pitts. The Debtor owns and operates six individual noncontiguous parcels of real estate all in Camden, NJ. Two of the parcels are residential houses consisting of three or less housing units and are actively producing revenue for Lajohnty Holdings or temporarily out of service but nevertheless capable of producing revenue from rental occupancy. Two Tax Sale Certificates were prosecuted during the pandemic period and cause Lajohnty to seek protection under Chapter 11. All unsecured creditors shall be treated equally and evenly. Allowed unsecured claims will be paid pro-rata from the net proceeds of settlement provided by each of the three remaining residential properties. Distribution of said proceeds will be approved in advance by the Judge of the Bankruptcy Code. Upon completion of the third sale, the unsecured claims shall be deemed to be paid and the Debtor shall be released from liability for further payment on the said allowed unsecured claims. Any such general unsecured claim successfully contested by the Debtor or the Trustee or any party to the Bankruptcy will not share in the distribution of sale proceeds and will be released as a lien against any and all of the Debtor's assets. As to each of the properties the Debtor's Plan is to retain title, maintain the structure and service the existing tenants. The net cash flow will be used to improve the living facilities in each unit and enhance the resale value of each parcel. Current taxes will be paid quarterly during the pendency of the plan. The Debtor proposes in Subchapter V to sell each of the three remaining properties. The proposed completion of sale for each of the three properties is July 1, 2025. In the interim the properties will be maintained and the tenant's requirements will be serviced. Current taxes will be paid quarterly and casualty/liability insurance will be maintained on each pending the separate listing and sale by a licensed broker. Listing agreements to be submitted for court approval no later than March 31, 2024. A full-text copy of the Plan of Reorganization dated February 5, 2024 is available at https://urlcurt.com/u?l=YIfT8s from PacerMonitor.com at no charge. Attorney for the Debtor: Charles M. Izzo, Esq. LAW OFFICE OF CHARLES M. IZZO 116 North 2nd Street, Suite 204 Camden, NJ 08102 Tel: 856-757-0550 Fax: 856-757-9071 E-mail: cminj2001@yahoo.com About Lajohnty Holdings Lajohnty Holdings, LLC owns five residential real properties and a vacant land in Camden, N.J., valued at $690,000 in the aggregate. The Debtor filed Chapter 11 petition (Bankr. D. N.J. Case No. 23-19739) on Nov. 1, 2023, with $690,000 in assets and $1,796,057 in liabilities. Tyrone Pitts, managing member, signed the petition. Judge Andrew B. Altenburg, Jr., oversees the case. Charles M. Izzo, Esq., at the Law Office of Charles M. Izzo, is the Debtor's bankruptcy counsel. LAKEPORT CF: Amends Unsecureds & Several Secured Claims Pay Details ------------------------------------------------------------------- Lakeport CF, LLC, submitted a Third Amended Disclosure Statement describing Fourth Amended Plan of Reorganization dated February 5, 2024. The Plan provides for the creation of eight creditor classes (Classes 1-8), a provision for Unclassified Claimants who possess no rights against the Estate, and a single class (Class 9) for the equitable interests of the Debtor. Following Confirmation of the Plan, the Debtor intends to obtain a PUD designation for the Real Property it retains, then develop and sell the Real Property. Class Two consists of the allowed secured claim of VAMFP Hunt, LLC against Parcel H under a deed of trust. Class Three consists of the Water Rights pledged under a separate security instrument. The combined total amount of Classes Two and Three is $3,009,764.47. The Debtor abandoned the Water Rights and Parcel H to VAMFP Hunt, LLC in full satisfaction of the Class Two and Class Three Claims. Class Four consists of the Claim of B&G Capital, LLC (secured/unsecured) in the amount of $3,177,066.60. The amount in Class Four is taken from the Proof of Claim submitted by B&G Capital, LLC dated September 9, 2022 and includes accrued interest, default interest, attorney's (and other) fees, and costs through the Petition Date. The Class Four Claim is based on several promissory notes and deeds of trust executed by the Debtor. The Class Four Claim is secured by junior deeds of trust on various Parcels of the Debtor's Real Property. The Class Four Claimant has made an election under Section 1111(b) of the Bankruptcy Code as of January 20, 2024, and will retain its secured claim against the Debtors' Real Property. Class Eight. Allowed Unsecured Claims totaling $48,683.84. The unsecured creditors shall receive semi-annual payments pro rata over the course of five years (or until they are paid in full) from a combination of Income, the net proceeds from the State Court Litigation, and the sale of lots of the Debtor's developed Real Property. Amounts included in Class Eight shall accrue interest at the Federal Judgment Rate until paid, and such interest shall be paid the unsecured claimholder with the semi-annual payments. Notwithstanding the foregoing or anything to the contrary herein, the Debtor, in its sole discretion, may pay the claims in Class Eight in full, with accrued but unpaid interest, at any time prior to the end of five years. For the avoidance of doubt, the Debtor intends to pay allowed Unsecured Claims in full. The Debtor and G&O have agreed to a Loan Term Sheet ("Loan Agreement"). The Loan Agreement provides for the funding of Debtor's Plan. The Debtor selected G&O to be its lender in place of C2R because, consistent with the Court's Order authorizing post-petition financing, G&O is able to offer the Debtor a better interest rate (13% per annum) than its former lender, C2R Capital Management, LLC (14% per annum). A full-text copy of the Third Amended Disclosure Statement dated February 5, 2024 is available at https://urlcurt.com/u?l=pAmIzs from PacerMonitor.com at no charge. Attorneys for the Debtor: Jeffrey A. Weinman, Esq. Michael T. Gilbert, Esq. Patrick Vellone, Esq. Brenton L. Gragg, Esq. ALLEN VELLONE WOLF HELFRICH & FACTOR P.C. 1600 Stout Street, Ste. 1900 Denver, Colorado 80202 303-534-4499 E-mail: JWeinman@allen-vellone.com MGilbert@allen-vellone.com PVellone@allen-vellone.com BGragg@allen-vellone.com About Lakeport CF Lakeport CF, LLC, a company in Elbert County, Colo., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 22-11941) on May 31, 2022, with $10 million to $50 million in both assets and liabilities. Judge Michael E. Romero oversees the case. Jeffrey A. Weinman, Esq., at Allen Vellone Wolf Helfrich & Factor, PC and Fairfield and Woods P.C. serve as the Debtor's bankruptcy counsel and special counsel, respectively. LIFESCAN GLOBAL: $275MM Bank Debt Trades at 48% Discount -------------------------------------------------------- Participations in a syndicated loan under which LifeScan Global Corp is a borrower were trading in the secondary market around 52.3 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 62.5 cents-on-the-dollar the previous week ended Feb. 2. The $275 million facility is a Term loan that is scheduled to mature on March 31, 2027. The amount is fully drawn and outstanding. Lifescan Global Corporation is a provider of blood glucose monitoring systems for home and hospital use. LIGHTSTONE HOLDCO: S&P Alters Outlook to Pos., Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'B-' issuer credit rating on Lightstone Holdco LLC. The '3' recovery rating (50%-70%) is unchanged, but S&P revised its rounded recovery estimate to 65% from 50%. The positive outlook reflects S&P's expectation that Lightstone will generate cash flow until the end of asset life while maintaining adequate operating performance, such that S&P expects $150 million paydown in 2024 and about $1 billion of the TLB outstanding at maturity. Lightstone Holdco LLC is a merchant power portfolio consisting of four assets in the Pennsylvania-Jersey-Maryland (PJM) Interconnection American Electric Power (AEP) region with a combined capacity of about 5.24 gigawatts. There are three gas assets (Lawrenceburg, Waterford, and Darby) and one supercritical coal asset (Gavin). Lawrenceburg and Waterford are baseload combined cycle gas turbines (CCGTs), and Darby is a combustion turbine peaker (which generally runs only when there is high demand for electricity). The breakdown of capacity by asset: -- Darby: 484 megawatts (MW; 9%) -- Gavin: 2,692 MW (51%) -- Lawrenceburg: 1,174 MW (23%) -- Waterford: 894 MW (17%) The positive outlook revision is a result of deleveraging in the past two years and increased cash flow expectations until the end of asset life. For the past two years, Lightstone has had strong operating metrics that supported free cash flow generation and sweeps toward the TLB. The project benefits from strong base-load gas assets and a supercritical Gavin coal-fired plant that also possess locational advantage. S&P said, "In anticipation of strong market spark spreads in the PJM AEP region over the near term, we forecast Lightstone will generate portfolio spark spreads of about $12.6 per megawatt hour (/MWh) over the asset life. Therefore, we project about $150 million of deleveraging in the next six to 12 months and a debt balance of about $1 billion at debt maturity. At the same time, we view this debt paydown as sensitive to operational performance and working capital assumptions regarding Gavin." The rating continues to reflect Lightstone's high debt level and long-term refinancing risk. S&P said, "Lightstone is still in the process of establishing a debt paydown track record, we continue to view deleveraging risk as elevated in the long term during the post-refinance period. A minimum debt service coverage ratio (DSCR) of 1.24x is forecast in 2029, when only cash flows from gas-fired assets are servicing our assumption of a fully amortizing bond through 2040. We recognize that this minimum DSCR in the post-refinance period is particularly sensitive to our assumptions. Before refinancing, we expect Lightstone to generate reasonably strong average DSCRs of 1.8x through the maturity of the term loans in January 2027. "We continue to view the coal-fired plant Gavin as one of the key credit factors. "We continue to assume the Gavin plant's asset life ends in 2030, which the minimum DSCR is sensitive to. Gavin is one of the largest supercritical coal plants in PJM and capital spending on maintaining the facility has also been significant at an average of $50 million a year. But compared with a portfolio of efficient gas-fired units, coal assets have been experiencing increasing difficulties in achieving refinancing. This can be partially attributed to perceived increasing emission costs affecting the assets' economic, regulatory risk and the market's decarbonization efforts. In general, we view power producers with a low carbon footprint as better positioned to withstand regulatory changes. "The positive outlook reflects Lightstone's improved financial capacity, in light of our revised view of the project's natural gas-fired assets, which we now anticipate operating through 2040 (versus 2035 previously). Provided Lightstone continues to reduce debt, we expect the project's credit quality will improve over time. We expect cash sweeps of about $150 million in 2024, and a TLB outstanding of no more than $1 billion at its maturity. "We would revise the outlook to stable if the project's deleveraging was behind our expectations, such that the minimum DSCR through asset life falls below 1.15x. This would be a result of lower-than-expected energy margins, weaker capacity prices, or forced outages. Under an extreme case, an earlier retirement at Gavin, either due to economic, or regulatory reasons, would also negatively affect project cash flows, and coverage ratios. "We would raise the rating if Lightstone continues to execute debt paydown in line with our expectations over the next six to 12 months by about $150 million in 2024, and we continue to expect DSCRs will exceed 1.15x through 2040." LITTLE FALLS: Seeks to Hire Ragues PLLC as Attorney --------------------------------------------------- Little Falls Garden Apartments, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Ragues PLLC as attorney. The firm will provide these services: a. give the Debtor legal advice with respect to the Debtor's powers and duties as Debtor in Possession in the continued operation of the Debtor's business and management of the Debtor's property; b. prepare on behalf of the Debtor as Debtor in Possession all necessary applications, answers, motions, orders, reports, and other legal papers; and c. perform all other legal services for the Debtor as Debtor in Possession that may be necessary 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. Raymond Ragues, a partner at Ragues 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: Raymond Ragues, Esq. RAGUES PLLC 42 Crown Street Kingston, NY 12401 Telephone: (845) 481-0086 Email: ray@ragueslaw.com About Little Falls Garden Apartments, LLC Little Falls owns multiple dwelling property located at 759 E Monroe St Little Falls, NY valued at $5.25 million based on rental income. Little Falls Garden Apartments, LLC in Mountain Dale, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-36006) on December 4, 2023, listing $5,249,920 in assets and $2,602,839 in liabilities. David Raven as sole member, signed the petition. RAGUES PLLC serve as the Debtor's legal counsel. LOMBARD FLATS: Christopher Hayes Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 17 appointed Christopher Hayes as Subchapter V trustee for Lombard Flats, LLC. Mr. Hayes will be paid an hourly fee of $455 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hayes declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Christopher Hayes 23 Railroad Avenue, #1238 Danville, CA 94526 Phone: (925) 725-4323 Email: chayestrustee@gmail.com About Lombard Flats Lombard Flats, LLC is a San Francisco-based company primarily engaged in renting or leasing commercial-type and industrial-type machinery and equipment. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 24-30047) on January 29, 2024, with $1 million to $10 million in both assets and liabilities. Martin Eng, manager of Lombard Flats, signed the petition. Judge Hannah L. Blumenstiel oversees the case. Reshma Kamath, Esq., at the Law Offices of Reshma Kamath represents the Debtor as bankruptcy counsel. LUCKY PENNY: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- The Lucky Penny Collectables, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral and provide adequate protection to Fee Service, LLC, and to the extent necessary, the holders of inferior position security interests in the Debtor's cash, accounts and cash equivalents. The Debtor requires the use of cash collateral to make payroll, pay suppliers and vendors, and pay other ordinary course expenses to maintain its business, which may be subject to the liens of the Secured Creditors. The Debtors request a hearing date on Thursday or Friday, February 15 or 16, 2024. The date is requested because the Debtor is in constant need to pay their operating expenses to ensure its respective businesses generate the maximum amount of potential revenue, including payroll which is due to be paid on February 16, 2024. On an emergency basis, the Debtor will require an amount to use of at least $65,388 to pay its operating expenses over the next eight weeks. Prior to the Petition Date, the Debtor obtained financing from the Secured Creditors which loans may be secured by substantially all of the accounts and receivables of Lucky Penny, including cash and cash equivalents. Fee Service (or such party Fee Service is acting on behalf of) may assert a first priority security interest in the Debtor's cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on March 1, 2021. The Inferior Interests may also claim an inferior interest in the Debtor's cash and cash equivalents by virtue of alleged liens on the Debtor's personal property. The Debtor believes the Inferior Interests may be wholly unsecured due to the outstanding amounts owed to the senior secured lender with a superior interest in the Debtor's property, or due to disputes over the basis for such creditors' respective alleged security interests. As adequate protection for the use of cash collateral, the Debtor proposes to grant the Secured Creditors a replacement lien on its post-petition cash collateral to the same extent, priority and validity as their pre-petition liens, to the extent its use of cash collateral results in a decrease in the value of the Secured Creditors' interest in the cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=oRKUmD from PacerMonitor.com. About The Lucky Penny Collectables, LLC The Lucky Penny Collectables, LLC operates online retails stores on Amazon an Ebay which specialize in the sale of Disney and Universal Studios branded items. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:24-bk-00574-TPG) on February 6, 2024. In the petition signed by Gabriele Frontini, managing member, the Debtor disclosed up to $100,000 in total assets and $1 million in total liabilities. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. LUMEN TECHNOLOGIES: $5BB Bank Debt Trades at 28% Discount --------------------------------------------------------- Participations in a syndicated loan under which Lumen Technologies Inc is a borrower were trading in the secondary market around 71.9 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 69.0 cents-on-the-dollar the previous week ended Feb. 2. The $5 billion Term loan facility is scheduled to mature on March 15, 2027. About $3.89 billion of the loan is withdrawn and outstanding. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company's smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. MAC AUTO: Joe Supple Named Subchapter V Trustee ----------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Joe Supple, Esq., at Supple Law Office, PLLC as Subchapter V trustee for MAC Auto Enterprises, Inc. Mr. Supple will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Supple declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joe M. Supple, Esq. Supple Law Office, PLLC 801 Viand Street Point Pleasant, WV 25550 Phone: 304-675-6249 Email: joe.supple@supplelawoffice.com About MAC Auto Enterprises MAC Auto Enterprises, Inc. offers automotive repair and maintenance services. The company is based in Beckley, W.Va. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 24-50009) on January 31, 2024, with $637,344 in assets and $1,097,393 in liabilities. Mark D. Nelson, president, signed the petition. Paul W. Roop, II, Esq., at Roop Law Office, LC represents the Debtor as bankruptcy counsel. MAGENTA BUYER: $3.18BB Bank Debt Trades at 36% Discount ------------------------------------------------------- Participations in a syndicated loan under which Magenta Buyer LLC is a borrower were trading in the secondary market around 64.4 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 70.7 cents-on-the-dollar the previous week ended Feb. 2. The $3.18 billion facility is a Term loan that is scheduled to mature on July 27, 2028. The amount is fully drawn and outstanding. 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. MAGENTA BUYER: $750MM Bank Debt Trades at 66% Discount ------------------------------------------------------ Participations in a syndicated loan under which Magenta Buyer LLC is a borrower were trading in the secondary market around 34.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 38.8 cents-on-the-dollar the previous week ended Feb. 2. The $750 million facility is a Term loan that is scheduled to mature on July 27, 2029. The amount is fully drawn and outstanding. 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. MASONITE INTERNATIONAL: Moody's Puts Ba1 CFR on Review for Upgrade ------------------------------------------------------------------ Moody's Investors Service placed the ratings of Masonite International Corporation's under review for upgrade, including its Ba1 corporate family rating, Ba1-PD probability of default rating, and the Ba2 backed senior unsecured notes ratings. The company's SGL-1 Speculative Grade Liquidity Rating (SGL) remains unchanged. Previously, the outlook was stable. On February 9, 2024, Masonite announced that it had entered into an agreement to be acquired by Owens Corning (OC) (Baa1 stable) for $133 per Masonite's share, equivalent to an enterprise value of $3.9 billion, to be funded by OC using a combination of cash and new debt. The transaction is subject to customary closing conditions including applicable regulatory approvals and Masonite's shareholder vote, and is expected to close in the middle of 2024. The review for upgrade reflects governance considerations related to the change in Masonite's ownership that will result from this transaction, as well as OC's stronger credit profile and its larger size and scale. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The review for upgrade will focus on the successful completion of the transaction, its final capital structure, whether Masonite's debt will get repaid and if it remains outstanding what terms and conditions would apply to it and whether it would be guaranteed by OC. Moody's ability to maintain ratings on Masonite following closing of the transaction will consider whether Masonite's debt remains outstanding, guarantees, and adequacy of financial and operational disclosures available. Excluding the ratings review, the ratings could be upgraded if the company meaningfully expands scale, improves product diversity and customer mix, achieves sustained EBITA margin above 14% and maintains conservative financial policies with respect to leverage, acquisitions and shareholder returns. Debt to EBITDA approaching 2.0x, EBITA to interest coverage above 7.0x and consistently strong free cash flow accompanied by stable end market conditions, and an all unsecured capital structure would be important considerations for an upgrade. Excluding the ratings review, the ratings could be downgraded if Masonite's debt to EBITDA is sustained above 3.0x, EBITA to interest expense falls below 5.0x, EBITA margin declines below 10%, or liquidity deteriorates. Additionally if the company engages in substantial debt funded acquisitions and/or shareholder friendly transactions, financial and operating strategies become more aggressive, liquidity deteriorates, or end markets weaken, the ratings could be downgraded. The principal methodology used in these ratings was Manufacturing published in September 2021. Masonite International Corporation is one of the largest vertically integrated manufacturers of doors in the world, offering interior and exterior doors for both residential and commercial end uses in the US, the UK, and Canada. In the last twelve months ended October 1, 2023, Masonite generated $2.8 billion in revenue. Owens Corning, headquartered in Toledo, Ohio, is a global producer of composites and building materials systems. Products range from glass fiber used to reinforce composite materials utilized in multiple industries to insulation and roofing for residential, commercial and industrial applications. In the last twelve months ended September 30, 2023, the company generated $9.7 billion in revenue. MASONITE INTERNATIONAL: S&P Places 'BB+' LT ICR on Watch Positive ----------------------------------------------------------------- S&P Global Ratings placed its 'BB+' long-term issuer credit rating on Masonite International Corp. and its issue-level ratings on the company's senior unsecured notes on CreditWatch with positive implications. On Feb. 9, 2024, residential and commercial building materials producer Owens Corning (BBB/Stable/--) announced its plan to acquire Masonite for about $3.9 billion. S&P said, "The CreditWatch placement reflects our view that upon close of the acquisition Masonite would belong to a group with a relatively stronger credit profile and that Owens Corning would likely provide some support to Masonite in the event the company falls into financial difficulty. In our view, these factors are likely to result in an upgrade. "The CreditWatch placement with positive implications reflects the likelihood that we would raise our ratings on Masonite, potentially equalizing them with our 'BBB' rating on Owens Corning. The CreditWatch placement follows the announcement by Owens Corning that it plans to acquire all of the common shares of Masonite International Inc. According to the company's press release, Masonite's shareholders would receive US$133 per share (a 38% premium to the closing price on Feb. 8, 2024) in an all-cash transaction that represents an enterprise value for Masonite of about US$3.9 billion. "We expect the transaction to be funded with cash on hand and about $3 billion of incremental debt financing. We anticipate the acquisition to be completed mid-2024, subject to Masonite's receiving the required shareholder and regulatory approvals, along with meeting customary closing conditions. On closing, Masonite would become a wholly owned subsidiary of Owens Corning, operating as a reportable segment of Owens Corning, but would maintain the Masonite brand. "Once the acquisition closes, we believe the combined entity would have a stronger credit profile than that of Masonite currently and that Owens Corning would provide some support to Masonite in a distressed scenario, which is likely to result in an upgrade of Masonite in the coming months. Owens Corning is a global leader in roofing, insulation, and composites production. In our view, Masonite's credit quality will likely benefit from its acquisition by Owens Corning, which is a higher-rated entity. The acquisition of Masonite would increase Owens Corning's scale and diversification of its production and cash flows from the integration of Masonite's door business." CreditWatch S&P said, "We are likely to resolve the CreditWatch placement upon the close of the proposed acquisition, which we expect to occur in mid-2024. The CreditWatch placement primarily reflects that, if the acquisition closes as proposed, we believe Masonite would belong to a group with a relatively stronger credit profile and that Owens Corning would likely provide some support to Masonite in the event the company falls into financial difficulty." MAVENIR SYSTEMS INC: $585MM Bank Debt Trades at 33% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Mavenir Systems Inc is a borrower were trading in the secondary market around 66.6 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 70.6 cents-on-the-dollar the previous week ended Feb. 2. The $585 million facility is a Term loan that is scheduled to mature on August 18, 2028. About $571.8 million of the loan is withdrawn and outstanding. Mavenir Systems, Inc. provides software-based networking solutions. The Company offers internet protocol based voice, videos, communication, and messaging services, as well as multimedia subsystem, evolved packet core, and session border controller. MAVENIR SYSTEMS: $145MM Bank Debt Trades at 33% Discount -------------------------------------------------------- Participations in a syndicated loan under which Mavenir Systems Inc is a borrower were trading in the secondary market around 66.6 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 70.7 cents-on-the-dollar the previous week ended Feb. 2. The $145 million facility is a Term loan that is scheduled to mature on August 18, 2028. About $143.3 million of the loan is withdrawn and outstanding. Mavenir Systems, Inc. provides software-based networking solutions. The Company offers internet protocol based voice, videos, communication, and messaging services, as well as multimedia subsystem, evolved packet core, and session border controller. MEDICAL SOLUTIONS: $270MM Bank Debt Trades at 18% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Medical Solutions Holdings Inc is a borrower were trading in the secondary market around 82.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $270 million facility is a Term loan that is scheduled to mature on November 1, 2029. The amount is fully drawn and outstanding. Medical Solutions provides contingent clinical labor solutions to hospitals across the US. It was acquired by Centerbridge Partners, L.P. and Caisse de depot et placement du Quebec from TPG Growth in 2021. MILLENIA HOLDING: Jerrett McConnell Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq., at McConnell Law Group, P.A. as Subchapter V trustee for Millenia Holding Group, LLC. Mr. McConnell will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. McConnell declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jerrett M. McConnell, Esq. McConnell Law Group, P.A. 6100 Greenland Rd., Unit 603 Jacksonville, FL 32258 Phone: (904) 570-9180 Email: info@mcconnelllawgroup.com About Millenia Holding Group Millenia Holding Group, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00425) on Jan. 30, 2024, with $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 legal counsel. MLN US HOLDCO: $155.8MM Bank Debt Trades at 40% Discount -------------------------------------------------------- Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 60.0 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 62.8 cents-on-the-dollar the previous week ended Feb. 2. The $155.8 million facility is a Term loan that is scheduled to mature on October 18, 2027. The amount is fully drawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The Company’s customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MOTLEY MILL: Hires Williams & Williams as Real Estate Broker ------------------------------------------------------------ Motley Mill and Cube, Corporation seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Williams & Williams Worldwide Real Estate, LLC as real estate broker. The firm will market and sell the Debtor's manufacturing facility, including fixtures, located at 791 S. State Hwy 70, Roaring Springs, Texas. The firm will be paid a commission of 8 percent of the gross sales price. Fontana Fitzwilson, a partner at Williams & Williams Worldwide Real Estate, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Fontana Fitzwilson Williams & Williams Worldwide Real Estate, LLC, 2448 E. 81 Street, Suite 2600 Tulsa, OK 74137 Tel: (918) 250-2012 About Motley Mill and Cube Corporation Motley Mill and Cube Corporation filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-50240) on Dec. 4, 2023, with $919,415 in total assets and $1,117,339 in total liabilities. James A. Gwinn, president, signed the petition. Tarbox Law, PC, led by Max R. Tarbox, Esq., serves as the Debtor's legal counsel. MOUNTAINEER MERGER: $200MM Bank Debt Trades at 18% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Mountaineer Merger Corp is a borrower were trading in the secondary market around 81.8 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 75.4 cents-on-the-dollar the previous week ended Feb. 2. The $200 million facility is a Term loan that is scheduled to mature on October 26, 2028. About $180.0 million of the loan is withdrawn and outstanding. Mountaineer Merger Corporation, dba Gabe's, owns and operates departmental stores. MSN GROUP: Marc Albert of Stinson Named Subchapter V Trustee ------------------------------------------------------------ The Acting U.S. Trustee for Region 4 appointed Marc Albert, Esq., a partner at Stinson, LLP, as Subchapter V trustee for The MSN Group, LLC. Mr. Albert will be paid an hourly fee of $500 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Albert declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Marc E. Albert Stinson, LLP 1775 Pennsylvania Ave, NW, Suite 800 Washington, DC 20006 Phone: (202) 728-3020 Email: marc.albert@stinson.com About The MSN Group The MSN Group, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Case No. 24-00024) on January 29, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the case. Rowena N. Nelson, Esq., at the Law Office of Rowena N. Nelson, LLC represents the Debtor as bankruptcy counsel. NANOSTRING TECHNOLOGIES: Gets Nasdaq Delisting Notice ----------------------------------------------------- NanoString Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on February 5, 2024, the Company received a notice from the staff of The Nasdaq Stock Market LLC notifying the Company that, as a result of the Bankruptcy Petitions and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq had determined that the Company's common stock will be delisted from Nasdaq. In the Delisting Notice, the staff of Nasdaq referenced concerns about the Company's ability to sustain compliance with all requirements for continued listing on Nasdaq, concerns regarding the residual equity interest of the existing listed securities holders and public interest concerns related to the Bankruptcy Petitions. The Delisting Notice also indicates that the Company may appeal Nasdaq's determination pursuant to procedures set forth in Nasdaq Listing Rule 5800 Series. The Company will not appeal this determination. Trading of the Securities will be suspended at the opening of business on February 14, 2024 and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Securities from listing and registration on Nasdaq. As a result, the Securities are expected to begin trading on the over-the-counter ("OTC") market on February 14, 2024. On the OTC market, shares of the Company's common stock, which previously traded on the Nasdaq under the symbol NSTG, are expected to trade under the symbol NSTGQ. 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. NanoString 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, NanoString disclosed $100 million 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 and Sullivan & Cromwell, LLP serve as bankruptcy counsels to certain DIP lenders while Richards, Layton & Finger acts as Delaware counsel. Houlihan Lokey Capital, Inc. is the DIP lenders' financial advisor. Meanwhile, Alston & Bird and Potter Anderson act as general counsel and Delaware counsel, respectively, to the DIP agent. NANOSTRING TECHNOLOGIES: Secures $142.5 Million DIP Financing ------------------------------------------------------------- NanoString Technologies, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on February 8, 2024, the Company entered into that certain Credit Agreement and Guaranty (the "DIP Credit Agreement"), among the Company, as borrower, the other Debtors, as guarantors, Braidwell Partners Master Fund LP, NanoD Special Situations LLC and Deerfield Partners, L.P., as lenders (in such capacity, the "DIP Lenders"), and Wilmington Trust, National Association, as administrative agent and collateral agent, pursuant to which the Company established a senior secured super-priority credit facility (the "DIP Credit Facility") comprised of (a) $12,500,000 in new money term loans to be funded upon entry of the interim order of the U.S. Bankruptcy Court for the District of Delaware approving the DIP Credit Facility (the "Interim DIP Order"), (b) an additional $35,000,000 in new money term loans to be funded upon entry of the final order of the Court approving the DIP Facility (the "Final DIP Order") and (c) a "roll up" of $95,000,000 of debt issued under that certain Indenture, dated as of November 7, 2023 (the "Prepetition Secured Indenture"), among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, with $25,000,000 of such "roll up" becoming effective upon entry of the Interim DIP Order and the remaining $70,000,000 of such "roll up" becoming effective upon entry of the Final DIP Order. The proceeds of the new money term loans made by the DIP Lenders pursuant to the DIP Credit Agreement may be used to fund a sale of (i) all equity interests in the Debtors, (ii) substantially all of the Debtors' assets or (iii) the portions of the Debtors' assets that relate to their nCounter and/or their spatial biology product lines including CosMx and GeoMx; or (iv) for working capital and general corporate purposes, to pay critical trade unsecured claims approved by the Court, to fund the management retention/incentive plan implemented on or after the Petition Date, to fund certain litigation expenses and to pay related fees and expenses. The Company's obligations under the DIP Credit Agreement are guaranteed by the other Debtors and are secured by a security interest in, and lien on, substantially all assets of the Borrower and its domestic subsidiaries. The DIP Credit Agreement includes conditions precedent, representations and warranties, affirmative and negative covenants and events of default customary for financing transactions of this type and size. A full-text copy of the DIP Credit Agreement is available at http://tinyurl.com/bdhah4mx 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. NanoString 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, NanoString disclosed $100 million 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 and Sullivan & Cromwell, LLP serve as bankruptcy counsels to certain DIP lenders while Richards, Layton & Finger acts as Delaware counsel. Houlihan Lokey Capital, Inc. is the DIP lenders' financial advisor. Meanwhile, Alston & Bird and Potter Anderson act as general counsel and Delaware counsel, respectively, to the DIP agent. NEAR INTELLIGENCE: Unsecureds' Recovery "Undetermined" in Plan -------------------------------------------------------------- Near Intelligence, Inc., et al., submitted a First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated February 5, 2024. The Debtors and the Prepetition Lenders engaged in a series of negotiations over the course of several weeks to implement a comprehensive restructuring transaction involving the commencement of these Chapter 11 Cases to execute a value-maximizing section 363 sale of their assets free and clear of all claims and interests. The section 363 sale will be followed by the Combined Disclosure Statement and Plan to facilitate the transactions herein and wind down the Chapter 11 Cases. The DIP Facility includes a wind-down amount to support the implementation of the plan and an orderly wind-down of the estates. In connection with the proposed section 363 sales process, on the Petition Date, the Debtors filed a motion seeking, among other things, approval of sale procedures that provide for BTC Near HoldCo LLC (together with each of its permitted successors, assigns and designees) to serve as a Stalking Horse Bidder pursuant to the terms of the Stalking Horse Agreement, for substantially all of their assets, against which higher or otherwise better offers may be sought, providing a clear path to consummate a transaction (the "Bidding Procedures Motion"). On January 23, 2024, the Court entered an order approving the Bidding Procedures Motion. The stalking horse bid sets the floor for a competitive bidding process where topping bids could yield additional value that would inure to the benefit of all stakeholders. The Stalking Horse Agreement contemplates a purchase price for the assets that is valued at $50 million (plus certain assumed liabilities), which is in the form of the Credit Bid Amount. The bid procedures will enable the Debtors to expeditiously sell their assets free and clear of liens, claims, rights, interests, pledges, obligations, restrictions, limitations, charges, encumbrances, and other interests. Time is of the essence in consummating a value-maximizing sale transaction. While the Debtors negotiated for as much runway as possible, the DIP Lenders emphasized the need for an expedited process given the Debtors' liquidity profile. Accordingly, the milestones set forth in the DIP Facility, consistent with the timeline set forth in the bid procedures, contemplate a brief but robust post-petition marketing process and sale. Following the closing of the Sale, the Debtors will focus principally on efficiently winding down their businesses, preserving Cash held in the Estates, monetizing their remaining Assets and pursuing confirmation of this Combined Disclosure Statement and Plan. The remaining Assets are expected to consist of, among other things, the Litigation Trust Assets. This Combined Disclosure Statement and Plan provides for the Assets (including the prosecution of Causes of Action), to the extent not already liquidated, to vest in the Litigation Trust and to be liquidated over time and the proceeds thereof to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan and the treatment of Allowed Claims. The Litigation Trustee will effect such liquidation and distributions. The Debtors will be dissolved as soon as practicable after the Effective Date. Class 4 consists of General Unsecured Claims. In the event that there is an excess of value remaining in the Litigation Trust Assets after all Administrative Claims (including all Prepetition Loan Adequate Protection Claims) and Class 3 Prepetition Loan Claims are Paid in Full (unless the Prepetition Lenders, in their sole discretion, agree to less favorable treatment of such Claims), holders of Allowed Class 4 General Unsecured Claims shall receive their Pro Rata Share, or such other allocation as may be determined by Order of the Court or agreed to as part of a global settlement to be disclosed in an amended Combined Disclosure Statement and Plan, of the Litigation Trust Distribution Proceeds. The allowed unsecured claims total $30,321,000. The estimated recovery for General Unsecured Claims is "Undetermined", according to the Disclosure Statement. The Confirmation Hearing has been scheduled for March 12, 2024 at 1:00 p.m. at the Bankruptcy Court, 5th Floor, Courtroom #5, 824 North Market Street, Wilmington, Delaware 19801 to consider (a) final approval of the Combined Disclosure Statement and (b) confirmation of the Combined Disclosure Statement and Plan. Any objection to final approval of the adequacy of disclosures in the Combined Disclosure Statement and Plan and confirmation of the Combined Disclosure Statement and Plan must be served no later than March 5, 2024 at 4:00 p.m. A full-text copy of the First Amended Combined Disclosure Statement and Plan dated February 5, 2024 is available at https://urlcurt.com/u?l=kudN9X from PacerMonitor.com at no charge. Co-counsel for the Debtors: Rachel C. Strickland, Esq. Andrew S. Mordkoff, Esq. Joseph R. Brandt, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Ave. New York, NY 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 E-mail: rstrickland@willkie.com amordkoff@willkie.com jbrandt@willkie.com - and - Edmon L. Morton, Esq. Matthew B. Lunn, Esq. Shane M. Reil, Esq. Carol E. Cox, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King St. Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: emorton@ycst.com mlunn@ycst.com sreil@ycst.com ccox@ycst.com About Near Intelligence Near Intelligence Inc. -- https://www.near.com/ -- is a publicly traded software firm that provides data insights to major companies including Wendy's Co. and Ford Motor Co. Near is a global, privacy-led data intelligence platform curates one of the world's largest sources of intelligence on people and places. Near's patented technology analyzes data to deliver insights on approximately 1.6 billion unique user IDs across 70 million points of interest in more than 44 countries. With a presence in Pasadena, San Francisco, Paris, Bangalore, Singapore, Sydney, and Tokyo, Near serves enterprises in a diverse spectrum of industries including retail, real estate, restaurant, travel/tourism, telecom, media, and more. Near Intelligence Inc. and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11962) on Dec. 8, 2023. In the petition filed by CFO John Faieta, the Debtor estimated assets between $50 milliion and $100 million and liabilities between $100 million and $500 million. Near is represented by Willkie Farr & Gallagher LLP and Young Conway Stargatt & Taylor, LLP, as counsel, Ernst & Young LLP as restructuring advisor and GLC Advisors & Co., LLC as restructuring investment banker. Kroll is the claims agent. NEW TROJAN: $605MM Bank Debt Trades at 80% Discount --------------------------------------------------- Participations in a syndicated loan under which New Trojan Parent Inc is a borrower were trading in the secondary market around 20.4 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 26.1 cents-on-the-dollar the previous week ended Feb. 2. The $605 million facility is a Term loan that is scheduled to mature on January 6, 2028. The amount is fully drawn and outstanding. New Trojan Parent, Inc. is the acquirer of Strategic Partners Acquisition Corp., an indirect parent company of branded medical apparel company Careismatic, Inc. NEWELL BRANDS: Moody's Cuts Unsecured Notes to Ba3, Outlook Neg. ---------------------------------------------------------------- Moody's Investors Service affirmed Newell Brands Inc.'s Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and NP (not prime) commercial paper rating. At the same time, Moody's downgraded the company's senior unsecured notes rating to Ba3 from Ba2 and the senior unsecured MTN programs to (P)Ba3 from (P)Ba2. The outlook remains negative and the speculative grade liquidity rating (SGL) remains unchanged at SGL-3. The downgrade of the senior unsecured notes reflects a change to Newell's capital structure following the February 6, 2024 amendment made to the company's existing $1.5 billion unsecured revolving credit facility expiring August 2027. This amendment reduced the commitment amount to $1 billion and provided security to revolver lenders by converting the facility into a collateralized asset-based revolver. Providing security to the revolver effectively subordinates the note holders to the revolver with respect to the pledged assets. The resulting weaker expected recovery for the notes in the event of a default leads to a downgrade of the senior unsecured notes rating to Ba3 from Ba2. Other changes to the revolver have a mixed effect on liquidity but were likely necessary to avoid a violation of the previous revolver covenants that beneficially provides greater assurance that Newell can utilize the revolver. The reduction in the commitment weakens external sources. However, the amendment also eliminated the prior minimum interest coverage and maximum debt to capital covenants and implemented two new covenants that were structured with more headroom. The new maximum net debt-to-EBITDA leverage ratio covenant is 7.50x until 3Q 2024, with step downs to 7.25x starting 4Q 2024, 6.5x starting 3Q 2025, and 5.25x starting 3Q 2026. Additionally, there is a minimum asset coverage test requirement of greater than 1.05x pledged assets to borrowings. The affirmation of the CFR and PDR reflects the proactive steps that management is taking to improve margins and cash flow by focusing on key brands while reducing costs and exiting non-profitable businesses. The company is planning to prioritize investment in the top 25 brands and top 10 countries, which represent about 90% of its sales. The affirmation also reflects that the additional covenant headroom afforded to the company as a result of the amendment will provide more time to execute on their plans, and Moody's expectation that Newell will generate approximately $50 million - $100 million of annual free cash flows (after payment of dividend) over the next year. However, Newell continues to be pressured by weaker consumer demand, which Moody's anticipates will continue over the next 12-18 months. The company is also facing execution risk on implementing its new strategy. Moody's expects that Newell's operating performance will remain weak over the next year. Sales will end full year 2024 about 5%-7% down compared to 2023 while the Moody's-adjusted EBIT margin will be at around 7% versus 5.6% in LTM September 2023. Financial leverage as measured by Moody's debt-to-EBITDA will continue to decline to 5.0x to 5.5x over the next 12-18 months as the company continues to focus on debt reduction. However, prolonged weak demand or poor execution of the company's new brand strategy could curtail the rapid deleveraging needed to maintain the current ratings. The SGL-3 reflects Newell's adequate liquidity and the company's reliance on its revolver and accounts receivable facilities to refinance upcoming debt maturities if it does not raise new capital, and the moderate cushion under the revolver's new financial maintenance covenants. Cash sources consist of $396 million of cash as of September 30, 2023, Moody's projection for $50-100 million of free cash flow over the next year, and approximately $600 million of availability under the now $1.0 billion asset-based revolver due August 2027 (after taking into account $375 million outstanding at September 30, 2023 and $12 million of issued LCs). Newell also has an accounts receivable facility expiring in October 2026 which provides for liquidity of up to $225 million between February and April of each year and up to $275 million at all other times. A further reduction in the dividend payout provides an additional lever that the company has at its disposal to improve free cash flow, though Moody's is not currently expecting another dividend cut following the 75% reduction in May 2023. Moody's believes these sources of liquidity are sufficient to cover the company's upcoming maturities that include $200 million of notes due in December 2024 and $500 million of notes due in June 2025. RATINGS RATIONALE Newell's Ba2 CFR reflects its large scale, well recognized brands, and good product and geographic diversity. The rating is constrained by concerns around the long-term growth prospects of the company's mature product categories such as small appliances and cookware, food storage, and writing that require constant investment and innovation to spur growth and retain market share. The rating also reflects the cyclicality and discretionary nature of some of its products that are negatively impacted during the current weak environment. The dividend payment somewhat constraints its financial flexibility, especially during economic weakness, because it weakens free cash flow at a time when leverage is increasing. Debt-to-EBITDA leverage of 6.4x as of September 30, 2023 is very weak for the Ba2 rating. Moody's believes that the company's 2.5x net debt-to-EBITDA leverage target indicates management's desire to reduce leverage over the longer term, and the Ba2 rating is based on Moody's view that leverage will decline materially from this high level as the company executes its strategies to improve operating efficiency and margins. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects risks that leverage could remain elevated over the next 12 to 18 months due to weak consumer demand for discretionary goods, and the execution risk and time necessary to realize benefits from the company's strategies to improve operating efficiency and margins. Ratings could be upgraded if Newell good operating execution of its strategic initiatives leads to sustained organic revenue growth with the EBITDA margin recovering at least to the mid-teens percent range. The company would also need to maintain a financial policy that results in debt to EBITDA leverage sustained comfortably below 4.5x. Newell would also need to improve liquidity and generate solid free cash flow relative to debt, and demonstrate a consistent strategic direction to be considered for an upgrade. Ratings could be downgraded if Newell's revenue or EBITDA margin do not improve materially, liquidity does not improve, or the company is not able to sustain strong positive free cash flow. Additionally, the ratings could be downgraded if Newell's debt-to-EBITDA is sustained above 5.0x or retained-cash-flow to net debt remains below 10%. The principal methodology used in these ratings was Consumer Durables published in September 2021. Newell Brands Inc. is a global marketer of consumer and commercial products utilized in the home, office, and commercial segments. Key brands include Rubbermaid, Graco, Oster, Coleman, Sharpie, Mr. Coffee and Yankee Candle. The publicly-traded company generated $8.3 billion of revenue for the 12 months ended September 30, 2023. NJ CRIMINAL: Aaron Cohen Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a practicing attorney in Jacksonville, Fla., as Subchapter V trustee for NJ Criminal Interdiction, LLC. Mr. Cohen will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Cohen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Aaron R. Cohen, Esq. P.O. Box 4218 Jacksonville, FL 32201 Tel: (904) 389-7277 Email: aaron@arcohenlaw.com About NJ Criminal Interdiction NJ Criminal Interdiction, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00468) on January 31, 2024, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Grace E. Robson oversees the case. Daniel A. Velasquez, Esq., at Latham, Luna, Eden & Beaudine, LLP represents the Debtor as legal counsel. NOBLE HOUSE: Seeks to Extend Plan Exclusivity to April 8 -------------------------------------------------------- Noble House Home Furnishings LLC and its affiliates asked the U.S. Bankruptcy Court for the Southern District of Texas to extend the periods within which the debtors have the exclusive right to file a plan of reorganization and obtain acceptance thereof to April 8 and June 7, 2024, respectively. Since filing, the Debtors have sold substantially all of their operating assets and are currently working with their constituents to formulate a plan of liquidation or to otherwise resolve the Chapter 11 Cases. The Debtors are requesting an extension of the Exclusivity Periods to allow them to continue working towards a comprehensive resolution to these Chapter 11 Cases in order to promote consensus across the Debtors' creditor constituencies. The Debtors claim that the cases were filed as a complex case. The Debtors are an international retailer, distributor, and manufacturer with several operating divisions at the time of the filing of these Chapter 11 Cases. Administering these Chapter 11 Cases requires significant input from the Debtors' management team and advisors on a wide range of complicated matters necessary to bring structure and consensus to a large and complex process. The Debtors seek to maintain exclusivity so parties with competing interests do not hinder their efforts to finalize a value maximizing restructuring. All stakeholders benefit from the continued stability and predictability that a centralized process provides, which can only occur while the Debtors remain the sole potential plan proponents. The Debtors point out that their restructuring process is intended to confirm a plan that maximizes the value of the Debtors' estates for all of the Debtors' key economic stakeholders. The Debtors request a brief extension of the Exclusivity Periods not to pressure creditors, but to provide a sufficient, flexible window in which the Debtors can obtain additional certainty regarding their path to exit from chapter 11 without the disruption and distraction created by unanticipated competing plan proposals. Counsel to the Debtors: Michael D. Warner, Esq. Maxim B. Litvak, Esq. Benjamin L. Wallen, Esq. PACHULSKI STANG ZIEHL & JONES LLP 440 Louisiana Street, Suite 900 Houston, TX 77002 Tel: (713) 691-9385 Fax: (713) 691-9407 Email: mwarner@pszjlaw.com mlitvak@pszjlaw.com bwallen@pszjlaw.com - and - Richard M. Pachulski, Esq. Teddy M. Kapur, Esq. Gregory V. Demo, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 Email: rpachulski@pszjlaw.com tkapur@pszjlaw.com gdemo@pszjlaw.com About Noble House Home Furnishings LLC Noble House Home Furnishing LLC and affiliates are distributors, manufacturers and retailers of indoor and outdoor home furnishings with distribution throughout e-commerce channels including partners such as Amazon, WalMart, Costco, Wayfair, Overstock, Target and Home Depot, fulfilling direct to consumer orders from its distribution centers. Family-owned since its founding in 1992, Noble House and its affiliated entities design, market and sell products under several brands including Christopher Knight Home, NobleHouse, LePouf, OkiOki, Best Selling, and GDFStudio. They also sell through wholesale channels, primarily to the Big Box retailers like TJMaxx, Home Goods, Marshalls, Ross Stores and others. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90773) on September 11, 2023. In the petition signed by Gayla Bella, chief financial officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Debtors tapped Pachulsk Stang Ziehl & Jones LLP as legal counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. Wells Fargo Bank, as DIP Lender, is represented by Marshall Stoddard, Jr., Esq., at Morgan, Lewis & Bockius LLP. NOBLE'S SONG LLC: Commences Subchapter V Bankruptcy --------------------------------------------------- On Noble's Song LLC filed for chapter 11 protection in the District of Maryland. The Debtor reported between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Noble's Song Noble's Song LLC is primarily engaged in acting as lessors of buildings used as residences or dwellings, primarily engaged in renting and leasing real estate properties. Noble's Song LLC sought relief under Subchaptre V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 24-10692) on Jan. 26, 2024. In the petition filed by Deborah A. Steffen, as managing member, the Debtor reported assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. The Debtor is represented by: John D. Burns, Esq. The Burns Law Firm, LLC 14532 S. Solomons Island Rd. Solomons, MD 20688 Tel: 301-441-8780 Email: jburns@burnsbankruptcyfirm.com NORMAN GROUP: Marc Albert of Stinson Named Subchapter V Trustee --------------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Marc Albert, Esq., a partner at Stinson, LLP, as Subchapter V trustee for The Norman Group, LLC. Mr. Albert will be paid an hourly fee of $500 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Albert declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Marc E. Albert Stinson, LLP 1775 Pennsylvania Ave, NW, Suite 800 Washington, DC 20006 Phone: (202) 728-3020 Email: marc.albert@stinson.com About The Norman Group The Norman Group, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Case No. 24-00025) on January 29, 2024, with $500,001 to $1 million in both assets and liabilities. Judge Elizabeth L. Gunn oversees the case. Rowena N. Nelson, Esq., at the Law Office of Rowena N. Nelson, LLC represents the Debtor as bankruptcy counsel. NORTHRIVER MIDSTREAM: S&P Affirms 'BB' ICR on Cabin Monetization ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' long-term issuer credit rating on NorthRiver Midstream Finance LP (NRM), and its 'BB' issue-level rating on NRM's senior secured debt. The '3' recovery rating on the senior secured debt is unchanged. The stable outlook reflects its view that NRM will maintain its debt-to-EBITDA ratio below 5.5x over the next 12 months. S&P said, "We expect NRM's leverage ratios will be below 5.5x in 2024 and 2025, benefiting from the Cabin monetization and lower growth capex. We expect NRM will use C$135 million of the Cabin proceeds to repay its revolver balance outstanding, which partially offsets the loss of cash flow from Cabin. Cabin is a natural gas processing facility located in the Horn River area, approximately 60 kilometers northeast of Fort Nelson, B.C. The facility has been in cold preservation since 2021, although it still generates take-or-pay cash flow until May 2033. Under this financing, NRM will assign the midstream services agreements and related cash flow streams to a new unrestricted subsidiary, in exchange for net financing proceeds of about C$455 million. "We assume NRM will distribute the remaining C$315 million to Brookfield Infrastructure Partners (BIP) and its affiliates in 2024. We forecast NRM's S&P Global Ratings-adjusted debt-to-EBITDA ratio will decline to 5.2x in 2024, and 5.0x in 2025. We assume that pro forma EBITDA will be in the C$390 million–C$420 million range for 2024 and 2025. "In addition, we expect NRM will reduce capex to preserve its balance sheet in the next 24 months, spending about $80 million less annually in 2024 and 2025. "The Cabin interest is deconsolidated from NRM due to its lack of strategic importance and ringfencing of the assets. We have deconsolidated NRM's joint-venture interest in Cabin because the assets, which have never been in operation, are noncore, and are excluded from NRM's restricted subsidiaries group under the proposed transaction structure. In addition, the new debt issued by this unrestricted subsidiary is nonrecourse to NRM, and would have no material impact on the company in an event of bankruptcy. Therefore, we deconsolidate the approximately C$460 million new debt raised at the Cabin level from NRM's financials, and only account for future cash distributions that will be received from Cabin." Because part of Cabin's contracted revenue will be used to service Cabin Financing debt, annual cash inflow from Cabin will decrease by approximately $65 million. The deconsolidation of Cabin will not affect NRM's business risk profile. NRM's business risk profile will not be affected by the Cabin deconsolidation because the assets have been non-operational since inception. Cabin's revenue is solely derived from take-or-pay contracts, which will continue throughout the contract term until May 2033. S&P said, "The stable outlook reflects our expectation that adjusted debt to EBITDA will be about 5.2x for 2024 and decline to about 5.0x in 2025. We expect that NRM will maintain its strong contract profile and recontract expiring take-or-pay contracts with creditworthy counterparties. We expect that NRM will moderate its growth capex and dividends to maintain its leverage below the downgrade threshold in the next 12 months. "We would consider a negative rating action if we expect debt to EBITDA will remain at or above 5.5x. This could occur because of lower-than-expected throughput volumes, contract renewals at materially lower pricing, cost overruns, or delays in the projects under construction. We would also consider a negative rating action if NRM does not cut back distributions or growth capex to support its credit metrics, or if we believe there is a significant change in the overall cash flow profile such that the take-or-pay and fee-based cash flows account for less than two-thirds. "We would consider a positive rating action if debt to EBITDA declines and remains below 5.0x. We would also consider a positive rating action if NRM increases its operating scale and diversifies its business from an asset and geographical standpoint while maintaining debt to EBITDA below 5.0x. In addition, we would expect the company to maintain at least two-thirds of its EBITDA from stable take-or-pay and fee-based businesses. "Environmental factors are a moderately negative consideration in our credit rating analysis for NRM. NRM is a natural gas gatherer and processor and faces risks relating to climate change, including the longer-term volume or contract renewal risks stemming from reduced drilling activity or demand due to the transition to renewable energy sources." P2 OAKLAND: Hires Donald C. Schwartz as Special Counsel ------------------------------------------------------- P2 Oakland CA, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Law Office of Donald C. Schwartz as special counsel. The Debtor needs the firm's legal assistance in securing a temporary restraining order or preliminary or permanent injunction regarding the Trustee's sale of the Debtor's real properties known as 103201034 Peralta Street, Oakland, CA 94607, and 1434-34th Avenue, Oakland, CA. The firm will be paid at these rates: Counsel $350 per hour Associate Attorney's $125 per hour Paralegal $75 per hour Law clerk services $95 per hour The firm will be paid a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald C. Schwartz, Esq., a partner at Law Office of Donald C. Schwartz, 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: Donald C. Schwartz, Esq. LAW OFFICE OF DONALD C. SCHWARTZ 7960 Soquel Dr. Ste B291, Aptos, CA 95003 Tel: (831) 331-9909 Fax: (815) 301-6556 Email: triallaw@cruzio.com About P2 Oakland CA, LLC P2 Oakland owns a single family residence located at 1434 34th Ave, Oakland CA valued at $870,000. The Debtor also owns a soon to be developed condominium property located at 1032-1034 Peralta St., Oakland, CA valued at $750,000. P2 Oakland CA, LLC doing business as East SF, LLC in Oakland, CA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-41186) on September 19, 2023, listing $1,620,002 in assets and $2,538,016 in liabilities. Bruce Edward Loughridge as principal, signed the petition. Judge William J. Lafferty oversees the case. TANG & ASSOCIATES serve as the Debtor's legal counsel. Law Office of Donald C. Schwartz as special counsel. PACKERS HOLDINGS: $1.24BB Bank Debt Trades at 34% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Packers Holdings LLC is a borrower were trading in the secondary market around 66.4 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 62.4 cents-on-the-dollar the previous week ended Feb. 2. The $1.24 billion facility is a Term loan that is scheduled to mature on March 9, 2028. About $1.21 billion of the loan is withdrawn and outstanding. 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: Court OKs Cash Collateral Access Thru Feb 28 --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, authorized Paganus, LLC to use cash collateral on an interim basis in the maximum amount of $37,675 only until February 28, 2024. The Debtor requires funds to pay expenses in connection with maintaining operations, including satisfying taxes, payroll, and paying utilities. 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. As adequate protection, the SBA, OnDeck and Byzfunder will receive replacement liens in the Debtor's postpetition assets to the same extent and with the same priority they had by virtue of the pre-petition perfected security interests as of the petition date but only as to the amount of diminution in value of their interests. The Debtor's permission to use cash collateral will terminate upon the occurrence of any of the following: (a) Debtor's failure to abide by any of the terms and conditions contained in this Order, any Debtor-in Possession order, or any other order of this Court; (b) an order being entered dismissing this case or converting this case to a case under Chapter 7 of the Bankruptcy Code, appointing Trustee to perform any duties of the Debtor, or terminating the authority of the Debtor to conduct business; or (c) Debtor's cessation of operations for any reason. As adequate protection of the interests of the Secured Creditors under 11 U.S.C. sections 361, 362, and 363(e), and to secure the payment of the indebtedness, the secured creditors are granted security interests and replacement liens to the extent of the Secured Creditors were secured as of the petition date. As additional adequate protection of the SBA's interests only, the Debtor will pay the SBA, the sum of $600 upon entry of the Order and then $600 per month thereafter on the 8th of each month until further Order of the Court. A copy of the order is available at https://urlcurt.com/u?l=TQlGbT 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. Judge Joel D. Applebaum oversees the case. George E. Jacobs, Esq., at Bankruptcy Law Offices, represents the Debtor as legal counsel. PANDORA MARKETING: Joli Lofstedt Named Subchapter V Trustee ----------------------------------------------------------- The Assistant U.S. Trustee for Region 19 appointed Joli Lofstedt, Esq., as Subchapter V trustee for Pandora Marketing, LLC. Ms. Lofstedt, a practicing attorney in Louisville, Colo., will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Lofstedt declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joli A. Lofstedt, Esq. P.O. Box 270561 Louisville, CO 80027 Phone: (303) 476-6915 Fax: (303) 604-2964 Email: joli@jaltrustee.com About Pandora Marketing Pandora Marketing, LLC is a marketing agency in Aliso Viejo, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Wyo. Case No. 24-20022) on January 31, 2024, with $7,341,452 in assets and $7,977,506 in liabilities. William Wilson, chairman of the board of directors, signed the petition. Judge Cathleen D. Parker oversees the case. Seth Shumaker, Esq., at Seth Shumaker, Attorney at Law represents the Debtor as bankruptcy counsel. PARTS ID INC: Prepackaged Chapter 11 Plan Okayed ------------------------------------------------ Vince Sullivan of Law360 reports that car part supplier Parts iD Inc. received Delaware bankruptcy court approval February 2, 2024, for its prepackaged Chapter 11 plan after resolving all opposition to the restructuring through minor language changes to the proposal. 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. PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 24% Discount ------------------------------------------------------------ Participations in a syndicated loan under which PECF USS Intermediate Holding III Corp is a borrower were trading in the secondary market around 75.7 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 78.6 cents-on-the-dollar the previous week ended Feb. 2. The $2 billion facility is a Term loan that is scheduled to mature on December 15, 2028. About $1.96 billion of the loan is withdrawn and outstanding. PECF USS Intermediate Holding III Corporation is the issuing entity for a debt extended to United Site Services Inc., a provider of portable sanitation and related site services. PHUNWARE INC: Streeterville Promissory Note Now Fully Paid ---------------------------------------------------------- Phunware, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 5, 2024, Streeterville Capital, LLC converted $1,604,622 of obligations under the 2022 Promissory Note for 5,611,155 shares of common stock. The 2022 Promissory Note was paid-in-full in connection with the final conversion on Feb. 5, 2024. On July 6, 2022, the Company entered into a note purchase agreement with Streeterville and issued an unsecured promissory note with an original principal amount of $12,808,672 in a private placement. As also previously disclosed, on Aug. 14, 2023, the Company entered into an Amendment to Promissory Note amending the 2022 Promissory Note. The Amendment required the Company to make monthly amortization payments of at least $800,000 commencing on Aug. 31, 2023 until the 2022 Promissory Note is paid-in-full. The Company also granted Streeterville certain limited conversion rights, subject to advance payment and volume conditions. Conversions into shares of the Company's common stock made pursuant to the limited conversion rights were calculated on a conversion price equal to 90% of the lower of (i) the closing trading price of the Company's common stock on the trading day immediately preceding the date for such conversion or (ii) the average closing trading price of the Company's common stock for the five trading days immediately preceding the date for such conversion. On Nov. 13, 2023 Streeterville converted $200,000 of obligations under the 2022 Promissory Note for 1,518,948 shares of common stock. On Nov. 22, 2023 Streeterville converted $200,000 of obligations under the 2022 Promissory Note for 1,766,472 shares of common stock. On Jan. 23, 2024 Streeterville converted $2,900,000 of obligations under the 2022 Promissory Note for 5,799,566 shares of common stock. On Jan. 23, 2024 Streeterville converted $2,900,000 of obligations under the 2022 Promissory Note for 11,212,495 shares of common stock. The 2022 Promissory Note and the shares of the Company's common stock issuable upon conversion or in payment thereof under the Amendment were offered and sold pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof, for the sale of securities not involving a public offering. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions, and services necessary to engage, manage, and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $50.89 million for the year ended Dec. 31, 2022, compared to a net loss of $53.52 million for the year ended Dec. 31, 2021. As of Sept. 30, 2023, the Company had $27.81 million in total assets, $21.26 million in total liabilities, and $6.55 million in total stockholders' equity. Houston, Texas-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In its Quarterly Report for the three months ended Sept. 30, 2023, Phunware reported that for the nine months ended September 30, 2023, the Company incurred a net loss of [$29,772,000] used [$15,869,000] in cash for operations and have a working capital deficiency of [$12,721,000]. These conditions, the Company said, raise substantial doubt about its ability to meet its financial obligations as they become due. PJP ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: PJP Enterprises, Inc. DBA Surestay Plus by Best Western 1781 Fleishli Pkwy Cheyenne, WY 82007 Business Description: The Debtor owns and operates a hotel. Chapter 11 Petition Date: February 12, 2024 Court: United States Bankruptcy Court District of Wyoming Case No.: 24-20032 Judge: Hon. Cathleen D Parker Debtor's Counsel: Stephen R. Winship, Esq. WINSHIP & WINSHIP, PC 145 South Durbin Street, Suite 201 Casper, WY 82601 Tel: 307-234-8991 Fax: 307-234-1116 Email: steve@winshipandwinship.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Parinda Patel as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NGVIN4Q/PJP_Enterprises_Inc__wybke-24-20032__0001.0.pdf?mcid=tGE4TAMA PLUTO ACQUISITION: $873MM Bank Debt Trades at 17% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Pluto Acquisition I Inc is a borrower were trading in the secondary market around 83.4 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 78.3 cents-on-the-dollar the previous week ended Feb. 2. The $873.4 million Term loan facility is scheduled to mature on June 22, 2026. About $871.2 million of the loan is withdrawn and outstanding. Pluto Acquisition I, Inc. provides health care services. PM MANAGEMENT: Areya Holder Aurzada Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 6 appointed Areya Holder Aurzada, Esq., at Holder Law as Subchapter V trustee for PM Management - Killeen I NC, LLC and affiliates. Ms. Aurzada will be paid an hourly fee of $575 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Aurzada declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Areya Holder Aurzada, Esq. Holder Law 901 Main Street, Ste. 5320 Dallas, TX 75202 Office: 972-438-8800 Mobile: 817-907-4140 About PM Management PM Management - Killeen I NC, LLC, a company in Dallas, Texas, and its affiliates own and operate nursing care facilities. PM Management and affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 24-30240) on January 29, 2024, with $1 million to $10 million in both assets and liabilities. Kevin O'Halloran, chief restructuring officer, signed the petitions. The Debtors tapped Gutnicki, LLP as bankruptcy counsel. POLAR US: $1.48BB Bank Debt Trades at 28% Discount -------------------------------------------------- Participations in a syndicated loan under which Polar US Borrower LLC is a borrower were trading in the secondary market around 71.9 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 67.2 cents-on-the-dollar the previous week ended Feb. 2. The $1.48 billion facility is a Term loan that is scheduled to mature on October 15, 2025. About $1.36 billion of the loan is withdrawn and outstanding. Polar US Borrower, LLC is the pass-through entity of ultimate parent, SK Blue Holdings, LP, an affiliate of private investment firm, SK Capital Partners. SI Group manufactures performance additives for use in polymer, rubber, lubricants, fuels, adhesives applications, surfactants in addition to some specialty chemicals. PRETIUM PKG: $1.25BB Bank Debt Trades at 17% Discount ----------------------------------------------------- Participations in a syndicated loan under which Pretium PKG Holdings Inc is a borrower were trading in the secondary market around 83.3 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 79.5 cents-on-the-dollar the previous week ended Feb. 2. The $1.25 billion facility is a Term loan that is scheduled to mature on October 2, 2028. The amount is fully drawn and outstanding. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. PROS HOLDINGS: The Woestemeyers Hold 5.73% Stake ------------------------------------------------ In a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission, Ronald F. Woestemeyer and Mariette M. Woestemeyer disclosed that as of December 31, 2023, they beneficially owned 2,666,754 shares, representing 5.73% of PROS Holdings, Inc.'s common stock. The aggregate amount includes: (i) 419,351 shares held in RMW 2007 ILIT LLC; (ii) 627,180 shares held in RMW 2009 Gift Trust LLC; (iii) 226,522 shares held in RMW 2012 Dynasty Trust LLC; (iv) 231,080 shares in the RMW 2012 Legacy Trust LLC; (v) 559,073 shares in the RMW-M 2007 Trust LLC; and (vi) 603,548 shares held in RMW-R 2007 Trust LLC. (1) The names assigned to these beneficially owned accounts may be different than the names appearing on the face of the original stock certificates. Certain of the originally-named accounts have been combined (in whole or in part), and/or converted to trust LLCs, but the tax numbers assigned to each current listed account have remained the same since issuance of the original stock certificates. The percentage calculation is based on the total outstanding shares reported to the New York Stock Exchange as of December 31, 2023 by the transfer agent. A full-text copy of the report is available at http://tinyurl.com/ydsze87h About PROS Holdings Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO), is a provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. As of Sept. 30, 2023, the Company had $431.85 million in total assets, $486.73 million in total liabilities, and a total stockholders' deficit of $54.88 million. Egan-Jones Ratings Company on October 9, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by PROS Holdings, Inc. PRR 200 LLC: Creditors to Get Proceeds From Liquidation ------------------------------------------------------- PRR 200, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Disclosure Statement describing Chapter 11 Plan dated February 5, 2024. The Debtor is a single-asset real estate company that owns mixed use real property located at 200 W. Lancaster Avenue, Reading, PA (the "Property"), which the Debtor purchased in February 2020. The Debtor's financial problems began in 2021. Due to certain structural issues with the Property's porch structures, the Property was condemned by the Bureau of Shillington, causing the evacuation of its tenants by July 2021. This eliminated the Debtor's only source of income. In April 2022, the Debtor’s only secured lender, Diamond Credit Union, filed a complaint in confession of judgment in Berks County, alleging defaults under the terms of its loan agreement with the Debtor. Diamond ultimately obtained a judgment against the Debtor and proceeded to execute upon the Property in July 2023. From the time of condemnation of the Property to the present, the Debtor has been unable to obtain the financing needed to make necessary repairs to the Property. In order to liquidate its only asset, the Property, and to maximize the return to the Debtor's creditors and to retain any equity therein, the Debtor filed the within chapter 11 case on October 6, 2023. The Plan provides for the liquidation of the Debtor's only asset, the Property, and distribution of the proceeds to the Debtor's creditors according to their priority under the Bankruptcy Code. The Debtor believes the Plan provides consideration to all Classes of creditors that reflects an appropriate treatment of their claims. Class 3 consists of Allowed General Unsecured Claims. As of the Plan filing, the Debtor is aware of only three General Unsecured Claims, which in the aggregate amount to $217,000.00. In accordance with the Waterfall, available proceeds from the Unsecured Fund shall be distributed by the Debtor within 30 days of the sale of the Property, pro rata, to Creditors holding an Unsecured Claim. Class 3 is impaired and consequently each holder of a Class 3 Claim is entitled to vote on the Plan. Class 4 consists of all Interests in the Debtor. As of the Plan filing, the one Interest Holder is Shloime Horowitz. On the Effective Date, all Interests in the Debtor shall transfer and become Interests in the Reorganized Debtor for the purpose of fulfilling the obligations of the Reorganized Debtor under the Plan; however, the holder of Interests shall not receive any distributions on account of such Interests, unless and until all Creditors are paid in full in accordance with the Plan. The funds necessary for the implementation of the Plan shall be from (1) the proceeds from the sale of the Property in accordance with the Sale Procedure and (2) contributions of the Debtor's principal as set forth in the treatment of the Class 2 Claim. The Reorganized Debtor shall actively market and pursue the sale of the Property (the "Sale Procedure"). All proceeds from a sale of the Property, after payment of all normal and customary closing costs borne by the Reorganized Debtor on account of a sale of the Property, shall be used to pay Allowed Claims in accordance with the Plan as follows (the "Waterfall"): (1) to all claims that lien or encumber the Property, whether by statute, tax, municipal or judgment lien filing or mortgage, in their relative order of priority, including, without limitation, (a) any outstanding water and sewer obligations assessed against the Property; (b) any outstanding real estate taxes assessed against the Property; (c) Class 1 Allowed Secured Municipal Services Claim of the Bureau of Shillington, including accrued post-petition interest allowable under Section 506(b) of the Code; and (d) Class 2 Allowed Secured Claim of Diamond Credit Union, including accrued interest allowable under Section 506(b) of the Code, less any amounts paid outside of the Plan towards such claim; (2) all allowed and unpaid Administrative Claims; (3) to the extent not paid, the Reorganized Debtor's post-confirmation legal fees and expenses; (4) any allowed and unpaid Priority Tax Claims; (5) to the Reorganized Debtor in trust for the benefit of, and to be distributed pro rata to, Class 3 Allowed General Unsecured Claims (the "Unsecured Fund"), and (6) the balance, if any, to the holder of Interests in the Debtor. A full-text copy of the Disclosure Statement dated February 5, 2024 is available at https://urlcurt.com/u?l=Ku99mg from PacerMonitor.com at no charge. Attorneys for the Debtor: David B. Smith, Esq. Nicholas M. Engel, Esq. Smith Kane Holman, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Telephone: (610) 407-7215 Facsimile: (610) 407-7218 Email: dsmith@skhlaw.com About PRR 200 LLC PRR 200, LLC, is a single-asset real estate company that owns mixed-use real property located at 200 W. Lancaster Avenue, Reading, PA (the "Property"), which the Debtor purchased in February 2020. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-13025) on Oct. 6, 2023. In the petition filed by Shloime Horowitz, sole member, the Debtor disclosed up to $10 million in assets and up to $1 million in liabilities. Judge Patricia M. Mayer oversees the case. David B. Smith, Esq., at Smith Kane Holman, LLC, is the Debtor's legal counsel. QUEST SOFTWARE: $765MM Bank Debt Trades at 50% Discount ------------------------------------------------------- Participations in a syndicated loan under which Quest Software Inc is a borrower were trading in the secondary market around 49.9 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 60.0 cents-on-the-dollar the previous week ended Feb. 2. The $765 million facility is a Term loan that is scheduled to mature on February 1, 2030. The amount is fully drawn and outstanding. Quest Software provides software solutions. The Company offers enterprise software that identities, users and data, streamlines IT operations, and hardens cyber security from the inside out. Quest Software serves customers in the United States. R&D TRANSPORT: Rolling Stock & Real Estate Proceeds to Fund Plan ---------------------------------------------------------------- R&D Transport Inc., filed with the U.S. Bankruptcy Court for the Southern District of Indiana a Small Business Chapter 11 Plan dated February 5, 2024. R&D owned and operated a commercial trucking operation. The business was closed prior to the Petition Date. R&D was incorporated in 1981 as an Indiana corporation by Dan Hockaday. In September 2012, Cathy Reed purchased the stock from Dan Hockaday on contract. R&D's sole shareholder as of the Petition Date was, and continues to be, Cathy Reed. Upon closing the business, the debtor liquidated its rolling stock and paid $146,000 to Star Financial Bank in satisfaction of its secured claim. The Debtor had in its possession $145,000.00 excess proceeds from the liquidation of the rolling stock after paying Star Financial Bank. Since the Petition Date certain expenses were paid as cost of preserving the estate leaving a balance of approximately $88,356.00. R&D estimates that it will incur approximately $10,000-15,000 in additional costs for administrative wrap up costs. The remaining proceeds (the "Net Rolling Stock Proceeds") will be used to fund the distribution provided for in this Plan. Class 4 consists of General Unsecured Claims. General Unsecured Claims shall include any merchant cash advance ("MCA") party's claim that holds a claim allowed by court order. Only two MCAs have filed timely claims in this case, and the Debtor scheduled all MCAs as disputed, contingent, and unliquidated. Accordingly, those MCAs that did not timely file a claim shall not have an Allowed Claim. The unsecured creditors shall receive, on a pro-rata basis, the General Unsecured Creditors shall receive a pro rata distribution from the Net Rolling Stock Proceeds and the Net Real Estate Proceeds. Class 5 consists of Equity Holders. Cathy Reed shall remain the sole shareholder. The source of funds used in this Plan for payments to creditors shall be the Net Sales Proceeds, the Net Rolling Stock Proceeds, and the Net Real Estate Proceeds after payment in full of administrative and priority claims. A full-text copy of the Chapter 11 Plan dated February 5, 2024 is available at https://urlcurt.com/u?l=S4WAeR from PacerMonitor.com at no charge. Attorneys for the Debtor: David R. Krebs, Esq. Hester Baker Krebs LLC One Indiana Sq. Suite 1330 Indianapolis IN 46204 Tel: (317) 833-3030 Email: dkrebs@hnkfirm.com About R&D Transport R&D Transport is a general freight trucking company. R&D Transport Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-04973) on Nov. 8, 2023. The petition was signed by Cathy Reed as president. At the time of filing, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge James M. Carr presides over the case. David Krebs, Esq. at HESTER BAKER KREBS LLC represents the Debtor as counsel. RADIATE HOLDCO: $3.42BB Bank Debt Trades at 19% Discount -------------------------------------------------------- Participations in a syndicated loan under which Radiate Holdco LLC is a borrower were trading in the secondary market around 81.5 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 78.8 cents-on-the-dollar the previous week ended Feb. 2. The $3.42 billion facility is a Term loan that is scheduled to mature on September 25, 2026. About $3.34 billion of the loan is withdrawn and outstanding. Radiate Holdco LLC, also known as Astound Broadband, and backed by Stonepeak, is a broadband communications services provider and cable operator doing business via regional providers RCN, Grande Communications, Wave Broadband and enTouch Systems. RAOCORE TECHNOLOGY: Hires 10Ninety Group LLC as Bookkeeper ---------------------------------------------------------- Raocore Technology, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ 10Ninety Group, LLC as bookkeeper. The firm's services include: a. compiling and submitting the report monthly to the Debtor's counsel with all supporting documentation, including UST Form-PCR if needed; and b. creating cash collateral budgets, attending status hearings, providing schedule/SOFA research/compilation for filings, Processing Accounts Payable, and Coordinating documentation to the UST. The firm will be paid at the rates of $150 per hour, and a retainer of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Tina Shaw, CPA, a partner at 10Ninety Group, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tina Shaw 10Ninety Group, LLC 7989 Fernham Lane Forestville, MD 20747 Tel: (202) 370-1092 Email: Info@10ninetygroup.Com About Raocore Technology Raocore Technology, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-12080) on December 20, 2023. At the time of the filing, the Debtor reported $100,001 to $500,000 in both assets and liabilities. RAYONIER: S&P Stays 'B-' ICR on New M&G Modifier Assessment ----------------------------------------------------------- S&P Global Ratings retained its ratings on Rayonier Advanced Materials Inc., including its 'B-' issuer credit rating, following the assignment of the new M&G assessment. S&P Global Ratings assigned a new M&G modifier assessment of moderately negative to Rayonier Advanced Materials Inc. The action follows the revision to our criteria for evaluating the credit risks presented by an entity's management and governance framework. The terms management and governance encompass the broad range of oversight and direction conducted by an entity's owners, board representatives, and executive managers. These activities and practices can impact an entity's creditworthiness and, as such, the M&G modifier is an important component of our analysis. S&P said, "Our M&G assessment of moderately negative points to certain management and governance weaknesses that weigh down creditworthiness. Specifically, we believe that belated price and contract adjustments to address sharp increases in input costs in 2022 compounded several years of deteriorating credit metrics ahead of its 2023 term debt refinancing, and subsequent refinancing execution challenges. RYAM has made acquisitions and sold assets to reposition its business portfolio in the last few years, but competitive dynamics continue to pressure returns amid elevated debt levels and leadership changes." All other ratings on RYAM remain unchanged. "The stable outlook reflects our view that RYAM's credit metrics will remain commensurate with the rating over the next 12 months, with free operating cash flow (FOCF) deficits improving in fiscal 2024. "We could lower our ratings if RYAM's financial position deteriorates such that we view its capital structure as unsustainable." This could occur if: -- The company is unable to generate sustainable positive FOCF across the next 12-18 months; or -- There is an unexpected cash outlay, which constrains liquidity or limits the company's ability to generate positive free cash flow. S&P could raise its ratings on RYAM over the next 12 months if: -- The company generates positive FOCF on a sustained basis; and -- Operating trends remain stable across key end markets and segments such that FOCF to debt is above 5%, S&P Global Ratings-adjusted debt to EBITDA is below 5x, and EBITDA to interest coverage is above 3x. This ultimately allows the company to successfully refinance its 2026 maturity before it becomes current. REDSTONE HOLDCO: $1.11BB Bank Debt Trades at 17% Discount --------------------------------------------------------- Participations in a syndicated loan under which Redstone Holdco 2 LP is a borrower were trading in the secondary market around 83.4 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 77.3 cents-on-the-dollar the previous week ended Feb. 2. The $1.11 billion facility is a Term loan that is scheduled to mature on April 27, 2028. The amount is fully drawn and outstanding. Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of the buyout of the RSA Security business from Dell Inc. REEVA DINING: Case Summary & Nine Unsecured Creditors ----------------------------------------------------- Debtor: Reeva Dining Club, Inc. 773 Batesville Blvd. Batesville, AR 72501 Business Description: The Debtor is part of the traveler accommodation industry. Chapter 11 Petition Date: February 9, 2024 Court: United States Bankruptcy Court Eastern District of Arkansas Case No.: 24-10386 Judge: Hon. Phyllis M. Jones Debtor's Counsel: Marc Honey, Esq. HONEY LAW FIRM. P.A. PO Box 1254 1311 Central Avenue Hot Springs, AR 71902 Tel: (501) 321-1007 Fax: (501) 321-1255 E-mail: mhoney@honeylawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Chintan Patel as president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/X34QNYA/Reeva_Dining_Club_Inc__arebke-24-10386__0001.0.pdf?mcid=tGE4TAMA RESEARCH NOW: $250MM Bank Debt Trades at 72% Discount ----------------------------------------------------- Participations in a syndicated loan under which Research Now Group LLC is a borrower were trading in the secondary market around 28.4 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $250 million facility is a Term loan that is scheduled to mature on December 20, 2025. The amount is fully drawn and outstanding. Headquartered in Plano, Texas, Research Now Group, LLC (formerly Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly Survey Sampling International, LLC), provides data collection services through online, mobile and offline surveys used by market research firms, consulting firms and corporate customers. RESEARCH NOW: $975MM Bank Debt Trades at 37% Discount ----------------------------------------------------- Participations in a syndicated loan under which Research Now Group LLC is a borrower were trading in the secondary market around 62.6 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 74.5 cents-on-the-dollar the previous week ended Feb. 2. The $975 million facility is a Term loan that is scheduled to mature on December 20, 2024. About $920.9 million of the loan is withdrawn and outstanding. Headquartered in Plano, Texas, Research Now Group, LLC (formerly Research Now Group, Inc.) and its subsidiary Dynata, LLC (formerly Survey Sampling International, LLC), provide data collection services through online, mobile and offline surveys used by market research firms, consulting firms and corporate customers. ROCKHOUSE LIVE: Unsecureds Will Get 21.5% of Claims over 5 Years ---------------------------------------------------------------- Rockhouse Live Key West LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Chapter 11 Plan of Reorganization dated February 5, 2024. The Debtor is a Florida limited liability company that owns and operates a popular bar/restaurant/live music venue on Duval Street in the heart of "Old Town" Key West, Florida known as Rockhouse Live Key West ("RLKW") and located at 135 Duval Street, Key West, Florida 33040. The Debtor leases the RLKW business premises from 135 Duval Company, LLC ("Landlord") pursuant to a 10-year commercial lease executed in June, 2021 (the "Lease"). Landlord filed an eviction action against Debtor in Monroe County Circuit Court on October 18, 2023 (the "Eviction Action"), which has been stayed due to Debtor's bankruptcy filing. While the Debtor disputes the rent amount sought by Landlord in the Eviction Action, and filed affirmative defenses & counterclaims therein, it commenced this chapter 11 bankruptcy case to avoid an imminent eviction that would result in its immediate cessation of business operations to the detriment of its creditors and interested parties. Under the Plan, (i) Debtor's RLKW business operations will be continued, preserved and managed by Debtor's parent company Rockhouse Live International, LLC ("RLI"), through Mr. Zach Bair as RLI's sole member and manager, as sole member and manager of Reorganized Debtor (RLI's 100% membership interest in Debtor will be preserved and remain unaffected by the Plan); (ii) Debtor will operate at the existing RLKW business premises under a new three year lease at a reduced monthly rent pursuant to the settlement agreement with Landlord pending Court approval; (iii) Debtor's general unsecured claims will be paid on a pro rata basis, in quarterly payments, from Debtor's projected net disposable income over the five-year period beginning July 1, 2024, consistent with the five-year cash flow projections; (iv) Debtor will receive a full discharge and release from all creditors and claims; and (v) the Court will retain jurisdiction to, among other things, adjudicate any remaining claims objections after Plan confirmation & consummation. Class 5 consists of General Unsecured Claims. Allowed General Unsecured Claims (est. $232,115.48) will receive pro rata distribution of $50,000.00 payable in 20 consecutive $2,500.00 quarterly payments over 5-year period commencing July 1, 2024. This Class will receive a distribution of 21.5% of their allowed claims. This Class is impaired. RLI as Debtor's sole member will retain its Equity Interest in Reorganized Debtor. Under the Plan, Debtor will fund full payment of SCV Trustee's Allowed Administrative Claim on the Effective Date with Priority Tax Claims and Class 1-5 Claims paid from Reorganized Debtor's projected net disposable income over a five-year payout period. A full-text copy of the Plan of Reorganization dated February 5, 2024 is available at https://urlcurt.com/u?l=xmftsT from PacerMonitor.com at no charge. Counsel for the Debtor: Nathan G. Mancuso, Esq. MANCUSO LAW, P.A. Boca Raton Corporate Centre 7777 Glades Rd., Suite 100 Boca Raton, FL 33434 Tel: (561) 245-4705 Fax: (561) 226-2575 Email: ngm@mancuso-law.com About Rockhouse Live Key West Rockhouse Live Key West, LLC, owns and operates a bar and live music venue in Key West, Fla. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19183) with up to $10 million in both assets and liabilities. Zach Bair, authorized representative, signed the petition. Judge Corali Lopez-Castro oversees the case. Nathan G. Mancuso, Esq., at Mancuso Law, PA, is the Debtor's bankruptcy counsel. RODAN & FIELDS: $413MM Bank Debt Trades at 79% Discount ------------------------------------------------------- Participations in a syndicated loan under which Rodan & Fields LLC is a borrower were trading in the secondary market around 21.5 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $413 million facility is a Term loan that is scheduled to mature on May 8, 2027. The amount is fully drawn and outstanding. Rodan & Fields, LLC, known as Rodan + Fields or R+F, is an American multi-level marketing company specializing in skincare products. Katie Rodan and Kathy A. Fields, creators of Proactiv, started the Rodan + Fields brand in 2002 and sold it a year later. RRG INC: Tiffany Caron Named Subchapter V Trustee ------------------------------------------------- The U.S. Trustee for Region 21 appointed Tiffany Caron as Subchapter V trustee for RRG, Inc. Ms. Caron will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Caron declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tiffany E. Caron P.O. Box 711 West Palm Beach, FL 33402 TEL: (404) 647-4917 EMAIL: tiffany.caron@hotmail.com About RRG Inc. RRG, Inc. is a company in Cumming, Ga., which is primarily engaged in providing food services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ga. Case No. 24-10075) on January 31, 2024, with up to $50,000 in assets and $1 million to $10 million in liabilities. Mark Rinna, president, signed the petition. Judge Susan D. Barrett oversees the case. Bowen Klosinski, Esq., at Klosinski Overstreet, LLP represents the Debtor as legal counsel. RSC ACQUISITION: $700MM Bank Debt Trades at 16% Discount -------------------------------------------------------- Participations in a syndicated loan under which RSC Acquisition Inc is a borrower were trading in the secondary market around 84.3 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $700 million facility is a Unitranche Delay-Draw Term loan that is scheduled to mature on October 30, 2029. About $56 million of the loan is withdrawn and outstanding. RSC Acquisitions, Inc., doing business as Rex Supply Company, supplies industrial tools. The Company offers fluids, chasers, cutters, drills, saw blades, tool bits, abrasives, lubricants, hand and power tools, air compressors, drill presses, grinders, mills, sanders, saws, handling equipment, and ladders. RSC Acquisitions serves customers in the United States. RYJA GROUP: Eric Terry Named Subchapter V Trustee ------------------------------------------------- The U.S. Trustee for Region 7 appointed Eric Terry as Subchapter V trustee for Ryja Group, LLC. Mr. Terry will charge $450 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Terry declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Eric Terry 3511 Broadway San Antonio, TX 78209 Phone: (210)468-8274 Email: eric@ericterrylaw.com About Ryja Group Ryja Group, LLC owns and operates a sports bar in San Antonio, Texas. Ryja Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Texas Case No. 24-50137) on February 1, 2024, with $1 million to $10 million in both assets and liabilities. Rio Mambo Sonterra, Inc., Ryja Group's manager, signed the petition. Judge Michael M. Parker oversees the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol represents the Debtor as bankruptcy counsel. S.A.M.S. VENDING: Robert Gainer Named Subchapter V Trustee ---------------------------------------------------------- The Acting U.S. Trustee appointed Robert Gainer, Esq., at Cutler Law Firm, P.C. as Subchapter V trustee for S.A.M.S. Vending, LLC. Mr. Gainer will be paid an hourly fee of $295 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Gainer declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert C. Gainer, Esq. Cutler Law Firm, P.C. 1307 50th Street West Des Moines, IA 50266 Telephone: 515-223-6600 Facsimile: 515-223-6787 Email: rgainer@cutlerfirm.com About S.A.M.S. Vending S.A.M.S. Vending, LLC, doing business as S.A.M.S. Breakroom Services is a full-service provider of vending machine solutions. The company is based in Fort Dodge, Iowa. S.A.M.S. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 24-00085) on February 2, 2024, with $307,527 in assets and $1,139,430 in liabilities. Joshua Gullicksen, manager and owner, signed the petition. Krystal R. Mikkilineni, Esq., at Dentons Davis Brown, PC represents the Debtor as legal counsel. SAM'S SERVICE: Amends Fora Financial & SBA Secured Claims Pay ------------------------------------------------------------- Sam's Service Co. submitted an Amended Subchapter V Plan of Reorganization dated February 5, 2024. The Debtor was an autobody shop located at 1314 W. Oxford Avenue, Englewood, Colorado (the "Premises") under the name Sam's Automotive. The Debtor has listed its assets with the market values. The real estate located at 1314 Oxford Ave. is encumbered by liens totaling $3,264,505 pursuant to the Debtor's schedules. Thus, the property located at 1314 Oxford Ave. would have a value in a liquidation that would total $8,192,495, not considering the cost of sale. The lien encumbering the Inn at Silver Creek pursuant to the claim filed by the Grand County Treasurer is $595.39. Thus, the Inn at Silver Creek has a value of approximately $115,000 not considering the cost of sale. The Debtor's personal property has no value in a liquidation because the liens encumbering the personal property exceed the market value of the personal property. Blue Vine holds a secured claim encumbering the personal property totaling $59,787.28. FinishMaster, Inc. holds a secured claim encumbering the Debtor's personal property in the amount of $136,878.18. Fora Financial holds a secured claim encumbering the Debtor's accounts receivable in the amount of $260,587.77. The U.S. Small Business Administration holds a secured claim encumbering substantially all of the Debtor's assets in the amount of $150,729.34. Accordingly, the Debtor's personal property and accounts receivable have no value in a liquidation. The Debtor vehicle has a value of $18,500.00, not considering the cost of sale. Assuming a cost of sale of 15%, the $15,725, which amount would be available to pay to unsecured creditors. Class 6 consists of the Claim of Fora Financial or its successors or assigns. The amount of the Class 6 Claim will be allowed in the principal amount of $100,000, or if the Class 6 claimant timely objects to such amount in writing and serves a copy of such objection on the Debtor, an amount determined by the Court at the confirmation hearing, or an amount as agreed upon by Sams and the Class 6 claimant on or before the Confirmation Date. The balance of the Fora Financial's claim shall be treated as a Class 9 general unsecured claim. The Class 6 Claim will bear interest at the rate called for under the loan documents. The Class 6 Claim shall be paid from Net Sale Proceeds. The Class 6 claimant is enjoined and barred from taking any action to collect upon its Claim or take action against its collateral for a period of 12 months. The Class 6 Secured Claim is impaired by this Plan. Class 8 consists of the claim of the U.S. Small Business Administration or its successors or assigns. The amount of the Class 8 Claim will be allowed in an amount called for and due and owing under the loan documents and is unmodified by this Plan. The Class 8 Claim will bear interest at the rate called for under the loan documents. The Class 8 Claim shall be paid from Net Sale Proceeds. Like in the prior iteration of the Plan, Holders of Class 9 Allowed General Unsecured Claims shall share on a Pro Rata basis monies deposited into the Unsecured Creditor Account as set forth herein or paid by the title company who closes the sale of the property located at 1314 W Oxford Ave. The Class 9 claimants shall be paid on a Pro Rata basis Net Sale Proceed after the satisfaction of Allowed Administrative Claims and Class 1-8 claimants holding Allowed Secured Claims whose Claims are not treated as a Class 9 Claim. The Debtor shall be empowered to take such action as may be necessary to perform its obligations under this Plan. On the Effective Date of the Plan, Michael T. Chavez shall serve as the agent pursuant to Section 1142(b) of Bankruptcy Code for the purpose of carrying out the terms of the Plan, and taking all actions deemed necessary or convenient to consummating the terms of the Plans, including, but not limited to, executing documents. Mr. Chavez shall not receive compensation for these efforts. The Debtor may retain and compensate from Net Sale Proceeds such professionals as it deems necessary to effectuate the sale of its assets. A full-text copy of the Amended Subchapter V Plan dated February 5, 2024 is available at https://urlcurt.com/u?l=cX7zt5 from PacerMonitor.com at no charge. Attorneys for the Debtor: Aaron A. Garber, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 Email: agarber@wgwc-law.com About Sam's Service Co. Sam's Service Co. was an autobody shop located at 1314 W. Oxford Avenue, Englewood, Colorado (the "Premises") under the name Sam's Automotive. The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 23-13762) on August 23, 2023, listing $13,966,635 in assets and $3,937,691 in liabilities. Michael T. Chavez as president, signed the petition. Judge Joseph G Rosania Jr. oversees the case. Wadsworth Garber Warner Conrardy, P.C. serve as the Debtor's legal counsel. SENMIAO TECHNOLOGY: Raises Going Concern Doubt ---------------------------------------------- Senmiao Technology Ltd 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 there is substantial doubt about its ability to continue as a going concern. The Company's business is capital-intensive. According to the Company, its management has considered whether there is substantial doubt about its ability to continue as a going concern due to: 1) the net loss of approximately $2.5 million for the nine months ended December 31, 2023, compared to a net loss of $1.9 million for the same period in 2022; 2) accumulated deficit of approximately $40 million as of December 31, 2023; 3) the working capital deficit of approximately $0.4 million as of December 31, 2023; and 4) one purchase commitment of approximately $0.8 million for 100 automobiles. As of the issuance date of these unaudited condensed consolidated financial statements, the Company has entered into one purchase contract with an automobile dealer to purchase a total of 100 automobiles in the amount of approximately $1.5 million, of which, and approximately $0.7 million has been remitted as purchase prepayments. The remaining purchase commitment of approximately $0.8 million shall be remitted in installment to be completed before December 31, 2024. Management has determined there is substantial doubt about its ability to continue as a going concern. If the Company is unable to generate significant revenue, the Company may be required to curtail or cease its operations. Management is trying to alleviate the going concern risk through the following sources: * Equity financing to support its working capital; * Other available sources of financing (including debt) from PRC banks and other financial institutions; and * Financial support and credit guarantee commitments from the Company's related parties. Based on the above considerations, management is of the opinion that the Company will probably not have sufficient funds to meet its working capital requirements and debt obligations as they become due one year from the issuance date of these unaudited condensed consolidated financial statements if the Company is unable to obtain additional financing. There is no assurance that the Company will be successful in implementing the foregoing plans or that additional financing will be available to the Company on commercially reasonable terms, or at all. There are a number of factors that could potentially arise that could undermine the Company's plans, such as (i) changes in the demand for the Company's services, (ii) PRC government policies, (iii) economic conditions in China and worldwide, (iv) competitive pricing in the automobile transaction and related service and ride-hailing industries, (v) changes in the Company's relationships with key business partners, (vi) the ability of financial institutions in China to provide continued financial support to the Company's customers, and (vii) the perception of PRC-based companies in the U.S. capital markets. The Company's inability to secure needed financing when required could require material changes to the Company's business plans and could have a material adverse effect on the Company's ability to continue as a going concern and results of operations. For the three months ended December 31, 2023, the Company reported a net loss of $893,928 on $1,618,410 of total revenues, compared to a net loss of $986,269 on $1,740,920 of total revenues for the three months ended December 31, 2022. As of December 31, 2023, the Company had $12.14 million in total assets, $6.04 million in total liabilities, $234,364 in mezzanine equity and $5.87 million in total equity. A full-text copy of the Form 10-Q is available at http://tinyurl.com/4z6v258u About Senmiao Technology Chengdu, China-based Senmiao Technology Limited is a U.S. holding company incorporated in the State of Nevada on June 8, 2017. The Company operates its business in two segments: (i) automobile transaction and related services focusing on the online ride-hailing industry in the People's Republic of China through the Company's wholly-owned subsidiaries, and (ii) online ride-hailing platform services through its own platform (known as Xixingtianxia). SHEN'S PEKING: Aleida Molina Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 21 appointed Aleida Martinez Molina, Esq., as Subchapter V trustee for Shen's Peking II Restaurant, Inc. Ms. Molina will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Molina declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Aleida Martinez Molina, Esq. 2121 NW 2nd Avenue, Suite 201 Miami, FL 33127 Telephone: (305) 297-1878 Email: Martinez@subv-trustee.com About Shen's Peking Shen's Peking II Restaurant, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-10897) on January 30, 2024, with up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Mindy A. Mora oversees the case. Craig I. Kelley, Esq., represents the Debtor as legal counsel. SHIELDS NURSING: Seeks Cash Collateral Access --------------------------------------------- Shields Nursing Centers, Inc. asks the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, for authority to use cash collateral and provide adequate protection, beyond February 29, 2024. The Debtor seeks permission for the continued use cash collateral, in accordance with the six month budget to pay various items in the ordinary course of business and as authorized by the Court, including payroll, utilities, taxes, rent, and other expenses necessary for the business operation. In addition, the Debtor requires the continued use of cash collateral to retain and pay costs of professionals, US Trustee Quarterly Fees, accounting fees who will enable the Debtor to reorganize its business. The Secured Creditors effected by the Debtor's proposed use of cash collateral in the order of priority of UCC filings are: 1. IRS: $1,882,356; Federal Tax Lien filed on August 22,2018 2. IRS: $851,339; Federal Tax Lien filed on August 22,2018 3. CT Corporation, as representative; UCC filed on March 20, 2019; the secured creditor's name and amount are unknown at this time; the Debtor will amend its schedules. 4. CT Corporation, as representative; UCC filed on August 2 201; the secured creditor's name and amount are unknown at this time; the Debtor will amend its schedules. 5. CT Corporation, as representative; UCC filed on December 11,2019; the secured creditor's name and amount are unknown at this time; the Debtor will amend its schedules. 6. U.S. Small Business Administration: $2 million; filed on May 23,2020 7. CT Corporation, as representative; UCC filed on October 24, 2022; the secured creditor's name and amount are unknown at this time; Debtor will amend its schedules. 8. First Corporate Solutions, as representative; UCC filed on December 27,2022; the secured creditor's name and amount are unknown at this time; the Debtor will amend its schedules. 9. BizFund LLC: UCC filed on March 10,2023; secured claim is $403,156 10.UFS West LLC; UCC filed on May 2, 2023; secured claim of $136,125 [under the name Unique Funding Solutions, LLC] 11. Webfunder, LLC: secured claim of $399,000 [Based on Future Receivables Sale and Purchase Agreement dated June 7, 2023] 12. First Insurance Funding: secured claim of $75,064 [Based on Finance Agreement dated July 18, 2023] 13. Hanson Bridgett LLC: secured claim of $1,082 [Based on legal services through August 31, 2023] Based on the value of the Debtor's assets, the Debtor at this time is offering to make monthly adequate protection payments to the first position secured creditor, the Internal Revenue Service, in the amount of $7,500 per month. The Debtor believes that all the Secured Creditors are adequately protected by the ongoing business operations and the income to be generated throughout the pendency of the Debtor's bankruptcy case, and the granting of a replacement lien to the extent of any diminution in value of collateral as a result of the Debtor's continued use of cash collateral. The replacement lien would be on all post-petition assets in the same priority and to the same extent and validity as the Secured Creditors asserted pre-petition. A hearing on the matter is set for March 1, 2024 at 11 a.m. A copy of the motion is available at https://urlcurt.com/u?l=lWMCET from PacerMonitor.com. About Shields Nursing Centers Shields Nursing Centers, Inc. owns and operates a skilled nursing facility in Hercules, Calif., which offers rehabilitation programs including physical, occupational and speech therapy. Shields Nursing Centers filed its voluntary Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-41201) on Sept. 20, 2023, with $1,726,970 in assets and $13,504,710 in liabilities. William M. Shields Jr., chief executive officer, signed the petition. Judge Charles Novack oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's bankruptcy counsel. SHIFT TECHNOLOGIES: Tracee Norfleet Appointed to Committee ---------------------------------------------------------- The U.S. Trustee for Region 17 appointed Tracee Norfleet, Esq., as new member of the official committee of unsecured creditors in the Chapter 11 cases of Shift Technologies, Inc. and its affiliates. As of Feb. 8, the members of the committee are Ali Nazir; Peter Vogelsang, Esq., who is representing Oppenheimer & Co. Inc.; and Ms. Norfleet who is representing Veritas Global Protection. About Shift Technologies Shift Technologies, Inc. is a consumer-centric omnichannel used car retailer. It operates the website www.shift.com and two locations in Oakland and Pomona, California. Shift Technologies and its affiliates filed Chapter 11 petitions (Bankr. N.D. Calif. Lead Case No. 23-30687) on Oct. 9, 2023. In the petitions signed by its chief financial officer, Jason Curtis, Shift Technologies disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Hannah L. Blumenstiel oversees the cases. The Debtors tapped Thomas B. Rupp, Esq., at Keller Benvenutti Kim, LLP as legal counsel; AlixPartners, LLC as financial advisor; and Omni Agent Solutions, Inc. as claims and noticing agent. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Michael Sweet, Esq., at Fox Rothschild, LLP. SHO HOLDING: $233MM Bank Debt Trades at 28% Discount ---------------------------------------------------- Participations in a syndicated loan under which SHO Holding I Corp is a borrower were trading in the secondary market around 72.5 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 64.4 cents-on-the-dollar the previous week ended Feb. 2. The $233 million facility is a Term loan that is scheduled to mature on April 27, 2024. The amount is fully drawn and outstanding. SHO Holding I Corp, through its subsidiaries, designs and manufactures athletic and non-athletic footwear products. SILVER TRIDENT: Court OKs Cash Collateral Access Thru March 24 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Silver Trident Distributions LLC d/b/a C & B Chemical, to use cash collateral on an interim basis in accordance with the budget, through March 25, 2024. The Court said the Debtor's use of cash collateral is permitted so long as the Debtor remains cash positive (positive net cash flow) for any given month in the case. Live Oak Bank, On Deck Capital, Inc., Rapid Finance, and IOU Financial assert an interest in the Debtor's cash collateral. As adequate protection, Live Oak Bank is granted a replacement lien on cash collateral pursuant to 11 U.S.C. Section 361. The Debtor will pay $4,000 per month to Live Oak Bank as additional adequate protection pursuant to 11 U.S.C. Section 361. Adequate protection payments are due on the 15th of each month beginning July 15, 2023 and continuing monthly thereafter until the effective date of any confirmed plan. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=AxovAx from PacerMonitor.com. The Debtor projects $96,824 in total income and $56,672 in total expenses for February 2024. About Silver Trident Distributions LLC Silver Trident Distributions LLC owns a one-stop shop for all auto detailing chemicals including waxes, polishes, and sealants. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32141) on June 7, 2023. In the petition signed by Virendra A. Patel, owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Jeffrey P. Norman oversees the case. Michael L. Hardwick, Esq., at Michael Hardwick Law, PLLC, represents the Debtor as legal counsel. SK NEPTUNE: $610MM Bank Debt Trades at 62% Discount --------------------------------------------------- Participations in a syndicated loan under which SK Neptune Husky Group Sarl is a borrower were trading in the secondary market around 37.9 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 42.9 cents-on-the-dollar the previous week ended Feb. 2. The $610 million facility is a Term loan that is scheduled to mature on January 3, 2029. The amount is fully drawn and outstanding. SK Capital Partners is a New York-based private investment firm. SM WELLNESS: $100MM Bank Debt Trades at 17% Discount ---------------------------------------------------- Participations in a syndicated loan under which SM Wellness Holdings Inc is a borrower were trading in the secondary market around 83.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $100 million facility is a Term loan that is scheduled to mature on April 15, 2029. The amount is fully drawn and outstanding. Headquartered in Addison, Texas, SM Wellness Holdings, Inc. -- Solis -- is a provider of mammography services, operating over 90 centers across eight states dedicated to annual screenings, diagnostic mammograms, breast ultrasounds, biopsies and bone density screenings. Since August 2018, Solis is majority owned by private equity sponsor Madison Dearborn Partners. SOUTH VALLEY CEMENT: $16.5MM Bank Debt Trades at 16% Discount ------------------------------------------------------------- Participations in a syndicated loan under which South Valley Cement is a borrower were trading in the secondary market around 83.8 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The $16.5 million facility is a Term loan that is scheduled to mature on March 10, 2033. The amount is fully drawn and outstanding. South Valley Cement Company SAE (SVCC) is an Egypt-based company engaged in the manufacture of cement and its associated products, as well as a range of building materials products. The Company's product portfolio consists of three main categories: clinker, Portland ordinary cement and ready mix concrete. The Company's country of domicile is Egypt. STARBOARD HOME: Amy Denton Mayer Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 21 appointed Amy Denton Mayer of Stichter Riedel Blain & Postler P.A. as Subchapter V trustee for Starboard Home, Inc. Ms. Mayer will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Amy Denton Mayer Stichter Riedel Blain & Postler P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Phone: (813)229-0144 Email: amayer@subvtrustee.com About Starboard Home Starboard Home, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00521) on January 31, 2024, with $0 to $50,000 in assets and liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. represents the Debtor as legal counsel. STG LOGISTICS: $750MM Bank Debt Trades at 35% Discount ------------------------------------------------------ Participations in a syndicated loan under which STG Logistics Inc is a borrower were trading in the secondary market around 65.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 71.2 cents-on-the-dollar the previous week ended Feb. 2. The $750 million facility is a Term loan that is scheduled to mature on March 24, 2028. About $736.9 million of the loan is withdrawn and outstanding. STG Logistics, Inc., also known as St. George Logistics, is a logistics company with a corporate office in North Bergen, New Jersey. STIMWAVE TECHNOLOGIES: Trustee Wants Perryman Actions Stayed ------------------------------------------------------------ Emlyn Cameron of Law360 reports that Stimwave Technologies' liquidating trustee asked a Delaware judge to pause almost all the adversary suits by the company's ex-CEO and her family until the court can mull its objections to the claims. About Stimwave Stimwave Technologies Incorporated and Stimwave LLC manufacture, distribute, and provide ongoing support for implantable, minimally invasive neurostimulators, which are used as a treatment for chronic intractable pain. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10541) on June 15, 2022. In the petition signed by Aure Bruneau, as manager, the Debtors disclosed up to $100 million in assets and up to $50 million in liabilities. Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and Crutcher LLP serve as the Debtors' legal counsel. The Debtors also tapped Honigman LLP and Jones Day as special counsel; Riverson RTS, LLC as financial advisor; and GLC Advisors and Co., LLC and GLCA Securities, LLC as investment bankers. Kroll Restructuring Administration is the Debtors' administrative advisor and notice, claims, solicitation and balloting agent. On July 6, 2022, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in these cases. Culhane Meadows, PLLC and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. STONEYBROOK FAMILY: Hires Latham Luna Eden as Counsel ----------------------------------------------------- Stoneybrook Family Dentistry, P.A. and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Latham, Luna, Eden & Beaudine, LLP as counsel. The firm's services include: a. advising as to the Debtor's rights and duties in this case; b. preparing pleadings related to this case, including a disclosure statement and plan of reorganization; and c. taking any and all other necessary action incident to the proper preservation and administration of this estate. The firm will be paid at these rates: Daniel Velasquez $425 per hour Junior paraprofessionals $105 per hour The firm will be paid a retainer in the amount of $16,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel Velasquez, Esq., a partner at Latham, Luna, Eden & Beaudine, 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: Daniel A. Velasquez, Esq. LATHAM, LUNA, EDEN & BEAUDINE, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Telephone: (407) 481-5800 Facsimile: (407) 481-5801 Email: dvelasquez@lathamluna.com Bknotice1@lathamluna.com About Stoneybrook Family Dentistry, P.A. Stoneybrook Family Dentistry, P.A. specializes in cosmetic dentistry, invisalign, dental implants, pediatric dentistry, root canal therapy, and smile makeovers. It is based in Winter Garden, Fla. Stoneybrook filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-00076) on January 8, 2024, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Dr. Wendi K. Wardlaw, president, signed the petition. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP represents the Debtor as legal counsel. TEAM HEALTH: $1.59BB Bank Debt Trades at 16% Discount ----------------------------------------------------- Participations in a syndicated loan under which Team Health Holdings Inc is a borrower were trading in the secondary market around 84.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 79.3 cents-on-the-dollar the previous week ended Feb. 2. The $1.59 billion facility is a Term loan that is scheduled to mature on March 2, 2027. The amount is fully drawn and outstanding. Team Health Holdings, Inc. provides physician staffing and administrative services to hospitals and other healthcare providers in the U.S. TELESAT LLC: $1.91BB Bank Debt Trades at 39% Discount ----------------------------------------------------- Participations in a syndicated loan under which Telesat LLC is a borrower were trading in the secondary market around 61.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 64.8 cents-on-the-dollar the previous week ended Feb. 2. The $1.91 billion facility is a Term loan that is scheduled to mature on December 7, 2026. About $1.53 billion of the loan is withdrawn and outstanding. Telesat LLC operates as a satellite operator. The Company offers satellite delivered communications solutions to broadcast, telecom, corporate, and government customers, as well as provides technical consultancy services. Telesat serves clients worldwide. THRASIO LLC: $325MM Bank Debt Trades at 55% Discount ---------------------------------------------------- Participations in a syndicated loan under which Thrasio LLC is a borrower were trading in the secondary market around 45.1 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 48.6 cents-on-the-dollar the previous week ended Feb. 2. The $325 million facility is a Delay-Draw Term loan that is scheduled to mature on December 18, 2026. About $0 million of the loan is withdrawn and outstanding. Thrasio LLC -- https://www.thrasio.com -- specializes in buying Amazon third-party private label businesses. Its portfolio includes Angry Orange pet odor eliminators and stain removers, Wise Owl Outfitters camping and outdoor gear, and more than 200 other Amazon and ecommerce brands. Thrasio was co-founded in 2018 by Joshua Silberstein. TLH TRANSPORT: Hires Christianson & Freund LLC as Attorney ---------------------------------------------------------- TLH Transport LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Christianson & Freund, LLC to serve as legal counsel in its Chapter 11 case. The firm will be paid at the rates of $340 per hour for attorneys, and $170 per hour for paralegals. The firm will be paid a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joshua D. Christianson, Esq., a partner at Christianson & Freund, 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: Joshua D. Christianson, Esq. CHRISTIANSON & FREUND, LLC 920 So. Farwell St., Ste. 1800 P.O. Box 222 Eau Claire, WI 54702-0222 Tel: (715) 832-1800 About TLH Transport LLC TLH Transport, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wisc. Case No. 23-12239) on December 13, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by CHRISTIANSON & FREUND, LLC. TRINITY PLACE: Gets Stockholder Approvals for TPHS Purchase Deal ---------------------------------------------------------------- Trinity Place Holdings Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Feb. 7, 2024, the Company received the Required Stockholder Consent, upon which such stockholder consents became irrevocable in accordance with the terms of the consent solicitation. Trinity Place entered into a Stock Purchase Agreement, dated as of Jan. 5, 2024, with TPHS Lender LLC, the lender under the Company's corporate credit facility and TPHS Investor LLC, an affiliate of TPHS Lender. On Jan. 30, 2024, the Company filed with the SEC a definitive consent solicitation statement on Schedule 14A seeking consent from stockholders to the stockholder proposals relating to the transactions contemplated by the Stock Purchase Agreement, as described in more detail in the Consent Solicitation Statement. The affirmative vote of the Company's stockholders of record as of the record date of Jan. 2, 2024 holding a majority of the outstanding shares of common stock, par value $0.01 per share was required to authorize and adopt the Stockholder Proposals. The Company's stockholders: (1) authorized the Stock Purchase Agreement and the transactions contemplated thereby; (2) approved, pursuant to Section 713(a) of the NYSE American LLC Company Guide, of the issuance of 25,112,245 shares of Common Stock of the Company to TPHS Lender in accordance with the terms and conditions of the Stock Purchase Agreement and as described in the Consent Solicitation Statement; and (3) approved, pursuant to Section 713(b) of the NYSE American LLC Company Guide, the issuance of 25,112,245 shares of Common Stock of the Company to TPHS Lender in accordance with the terms and conditions of the Stock Purchase Agreement and as described in the Consent Solicitation Statement. The Consent Solicitation Statement provides that the deadline for stockholders to return their consents to the Transactions is Feb. 16, 2024, unless extended. Because the Company has obtained the Required Stockholder Consent, the parties to the Stock Purchase Agreement may proceed with effectuating the transactions contemplated by the stockholder proposals prior to the Consent Deadline. Until the earlier of the Consent Deadline or closing of the Transactions, the Company will continue to accept and tabulate consents. Although the Company has received the Required Stockholder Consent, the closing of the Transactions will not occur until the other conditions to closing set forth in the Stock Purchase Agreement are satisfied or waived in accordance with 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 the Company is able to both extend or refinance or otherwise resolve its maturing debt and also raise additional capital or enter into a strategic transaction, creating substantial doubt about its ability to continue as a going concern. As of October 31, 2023, the Company's cash and cash equivalents totaled approximately $583,000, the Company said in its Quarterly Report for the period ended Sept. 30, 2023. TUPPERWARE BRANDS: Charles Schwab Has 9.8% Stake as of Dec. 31 -------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Charles Schwab Investment Management, Inc. disclosed that as of Dec. 31, 2023, it beneficially owned 4,550,537 shares of common stock of Tupperware Brands Corporation, representing 9.83 percent of the Shares outstanding. Charles Schwab Investment Management, Inc. is the investment adviser of the Schwab Fundamental U.S. Small Company Index ETF, a registered investment company under the Investment Company Act of 1940, as amended, which owns 7.44% of the security reported. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/884546/000108514624001018/tup_20824.htm About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. On June 1, 2023, Tupperware Brands received a notice from the New York Stock Exchange indicating the Company is not in compliance with Sections 802.01B and Section 802.01C of the NYSE Listed Company Manual because (i) the Company's average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million, and (ii) the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate effect on the listing of the Company's common stock. Tupperware Brands reported a net loss of $232.5 million for the year ended Dec. 31, 2022. Tampa, Florida-based PricewaterhouseCoopers LLP, the Company's auditor since 1995, issued a "going concern" qualification in its report dated Oct. 13, 2023, citing that the Company has experienced liquidity challenges and is uncertain about its ability to comply with debt covenants, which resulted in the borrowings under the Company's credit agreement being classified as current as of Dec. 31, 2022, and that also raises substantial doubt about its ability to continue as a going concern. ULTIMATE JETCHARTERS: Questions Creditors' Committee Membership --------------------------------------------------------------- Ultimate Jetcharters LLC has criticized the membership of the official committee of unsecured creditors, saying all its members are not creditors of the company. On Jan. 30, the U.S. Trustee for Regions 3 and 9 appointed Daniel Freeman, Dennis Taylor and the Leslie S.R. Leohr 2002 Trust to the committee to represent unsecured creditors in the company's Chapter 11 case. Peter Tsarnas, Esq., attorney for Ultimate Jetcharters, said the committee members are creditors of the company's parent, Ultimate Jet, LLC, which filed a separate Chapter 11 case on Feb. 8. According to Mr. Tsarnas, at the time Ultimate Jetcharters' bankruptcy case was filed, the company "erroneously believed" that the three committee members were owed money on promissory notes issued by Wooster Ohio Investments, LLC and guaranteed by the company. "Given the fact that Daniel Freeman, Leslie S.R. Leohr 2002 Trust, and Dennis Taylor are not creditors of Ultimate Jetcharters . . . these individuals lack standing to serve on the committee," the attorney said. 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. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. UPHEALTH INC: Registers Additional 933,557 Shares Under 2021 Plan ----------------------------------------------------------------- UpHealth Inc. has filed a FORM S-8 Report with the U.S. Securities and Exchange Commission to register 933,557 additional shares of common stock, par value $0.0001 per share of UpHealth, to be offered pursuant to the 2021 Equity Incentive Plan. About UpHealth UpHealth -- https://uphealthinc.com/ -- is a global digital health company that delivers digital-first technology, infrastructure, and services to dramatically improve how healthcare is delivered and managed. The UpHealth platform creates digitally enabled "care communities" that improve access and achieve better patient outcomes at lower cost, through digital health solutions and interoperability tools that serve patients wherever they are, in their native language. UpHealth's clients include health plans, healthcare providers and community-based organizations. VALCOUR PACKAGING: $420MM Bank Debt Trades at 18% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Valcour Packaging LLC is a borrower were trading in the secondary market around 82.2 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 79.4 cents-on-the-dollar the previous week ended Feb. 2. The $420 million facility is a Term loan that is scheduled to mature on September 30, 2028. The amount is fully drawn and outstanding. Valcour Packaging LLC, doing business as Mold-Rite Plastics, provides high-quality plastic packaging components. WESTERN CONCRETE: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, authorized Western Concrete Pumping, Inc. to use cash collateral on an interim basis, in accordance with the budget, with a 15% variance. 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. As partial adequate protection for the Debtor's use of cash collateral, the Secured Creditors are granted, effective as of the Petition Date, valid, binding, enforceable, and automatically perfected liens co-extensive with the Secured Creditors' perfected pre-petition liens, in all currently owned or hereafter acquired property and assets of the Debtor. These events constitute an "Event of Default": a. Conversion of the Chapter 11 case to a case under chapter 7 of the Bankruptcy Code; b. The lifting of the automatic stay for any party, other than one of the Secured Creditors, authorizing such party to proceed directly against the cash collateral, or entry of a final order by the bankruptcy court authorizing any party to foreclose or otherwise enforce any lien or other right such other party may have in and to the Property and/or any part of the Collateral. The Debtor's right to use cash collateral will expire on the earlier of: (a) the Termination Date, unless extended by the terms of the Order; (b) an Event of Default; or (c) the Court entering a subsequent order terminating the Debtor's rights to use cash collateral. A final hearing on the matter is set for February 27, 2024 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=Jd6XMX 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. Judge Brenda T. Rhoades oversees the case. Mark A. Castillo, Esq., at CARRINGTON, COLEMAN, SLOMAN, & BLUMENTHAL, LLP, represents the Debtor as legal counsel. WESTERN DENTAL: $490MM Bank Debt Trades at 47% Discount ------------------------------------------------------- Participations in a syndicated loan under which Western Dental Services Inc is a borrower were trading in the secondary market around 52.6 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 63.6 cents-on-the-dollar the previous week ended Feb. 2. The $490 million facility is a Term loan that is scheduled to mature on August 18, 2028. The amount is fully drawn and outstanding. Western Dental Services, Inc., a dental and oral health maintenance organization, provides dental and oral health care services in California, Arizona, Nevada, and Texas. Western Dental Services, Inc. operates as a subsidiary of Premier Dental Services Inc. WHITEWATER DBR: Moody's Assigns First Time Ba1 Corp. Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to WhiteWater DBR HoldCo, LLC (WhiteWater DBR), including a Ba1 Corporate Family Rating, a Ba1-PD Probability of Default Rating and a Ba1 rating to the company's proposed new $540 million backed senior secured 1st lien Term Loan B due 2031. The rating outlook is assigned stable. WhiteWater DBR will use the debt proceeds along with $648 million of equity contributions from a global investment fund managed by I Squared Capital (I Squared) to acquire a 90% controlling equity stake in Delaware Basin Residue LLC (DBR). I Squared recently entered into an agreement with First Infrastructure Capital to acquire its 90% interest in DBR for about $1.25 billion of total consideration, consisting of a $1.16 billion upfront payment and an additional $90 million of deferred payment to be funded with an equity backstop. DBR includes the Agua Blanca pipeline system, Gateway pipeline, and a 50% ownership interest in Waha Gas Storage, LLC (WGS). The WhiteWater team will continue to manage DBR, just as it manages some other pipelines in the Permian Basin. DBR is a recently constructed 255-mile intrastate natural gas pipeline with a current takeaway capacity of 2.75 billion cubic feet per day (Bcf/d). DBR is directly connected to 8.7 Bcf/d of Delaware processing capacity on an inlet basis, which represents about 51% of total Delaware Basin processing capacity. The company's takeaway capacity is expected to increase to 3.5 Bcf/d once an expansion project is completed the third quarter of 2024. RATINGS RATIONALE WhiteWater DBR's Ba1 CFR is supported by its relatively predictable distributions from its majority ownership interest in DBR. DBR's credit profile is supported by the approximately 90% of take-or-pay contracts (minimum volume commitments, MVCs) on its pipeline system that transports natural gas from the Delaware Basin area of the Permian to the Waha hub. Nearly 100% of DBR's projected revenue will be generated by investment-grade shippers with a weighted average remaining contract term of 11 years on the DBR system and a weighted average counterparty credit rating of Baa2. DBR's cash flow is derived under multi-year fixed price Transportation Services Agreements (TSA) and acreage dedications with credit-worthy shippers as well as storage agreements with multiple creditworthy counterparties that are expected to provide for the DBR to deleverage and for its owners to receive larger distributions over time. Moody's expects the pipeline to generate about $135 million of EBITDA in 2024 and for its EBITDA to grow by nearly 30% in 2025 following the completion of an expansion project in the third quarter of 2024. The positive features of WhiteWater DBR's credit profile are partially offset by the $540 million term loan placed at WhiteWater DBR that will be structurally subordinated to DBR's $405 million of balance sheet debt. WhiteWater DBR has no physical assets and does not generate revenue or cash flow, leaving it entirely dependent on distributions from DBR to service its term loan. The proportionate consolidated leverage will be very high in 2024 and then should decline towards 5x in 2025. WhiteWater DBR's standalone leverage relative to distributions it will receive from DBR will also be initially high and similarly decline in 2025. WhiteWater DBR's Ba1 CFR incorporates its structural subordination to DBR's debt, high standalone leverage and existence of some third party ownership in DBR. Governance was also an important consideration in this credit rating, with WhiteWater DBR wholly owned and controlled by I Squared, a an independent global infrastructure investment manager. An affiliate of MPLX LP (MPLX, Baa2, stable) owns the remaining 10% of equity in DBR. MPLX is a large midstream company that is also an important shipper on the pipeline. From a governance perspective, with its 90% ownership and sole operatorship of DBR, WhiteWater DBR will benefit from majority ownership rights and founding member approval rights that provide voting power over all key governance items. However, MPLX has the ability to participate in major decisions and will have certain rights including the ability to block growth projects that do not meet a high return hurdle, annual operating budget increases in excess of 25%, projects with equity commitments greater than $100 million, and facilities expansions greater than $25 million in a 12-month period. Moody's expects there to be strategic alignment between WhiteWater DBR and MPLX in their financial management of DBR. The senior secured Term Loan B is rated Ba1, at the same level as CFR, reflecting a single class of debt in WhiteWater DBR's capital structure with no other priority-claim debt present ahead of the term loan. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of $115.7 million and 100% of Consolidated EBITDA. There is no inside maturity sublimit. A "blocker" provision restricts the transfer of material intellectual property. There are no protective provisions restricting an up-tiering transaction. Moody's expects WhiteWater DBR to maintain adequate liquidity through at least mid-2025 as the company benefits from fairly predictable distributions from DBR. Although WhiteWater DBR will not have a revolving credit facility, the company should be able to maintain a small cash balance and will have a debt service reserve account, funded by letters of credit of up to $25 million, until proportionate consolidated total net leverage is less than or equal to 5.0x. WhiteWater DBR is entirely dependent on cash distributions from DBR to service its debt and to support any distributions to its sponsors. Excess liquidity will be swept into mandatory Term Loan B debt prepayments based on preset debt/EBITDA levels. The Term Loan B contains a financial maintenance covenant requiring the debt service coverage ratio to be at least 1.1x, which Moody's anticipates will be met by an acceptable margin. The stable outlook reflects DBR's largely contracted and highly predictable cash flow profile and Moody's expectation of declining financial leverage over time. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS There is limited impact on the current rating (CIS-3) driven by high exposure to social risks. Although the company transports natural gas, which has lower carbon emissions than coal or crude oil, its natural gas is sourced predominantly from oil producers that produce natural gas as a by-product. The potential for more regulations that limit hydrocarbon production and increased public opposition to new pipelines and midstream projects are the main social risks that WhiteWater DBR is exposed to. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade for WhiteWater DBR is contingent upon material improvement of DBR's credit profile, in particular an improvement in its counterparty credit strength, completion of expansion projects and maintenance of its strong financial metrics and contractual position. Absent a substantial improvement in DBR's credit profile, and upgrade of WhiteWater DBR would require a very large decline in its holdco debt and standalone financial leverage. A downgrade could occur should the credit profile of DBR materially decline, including deterioration of credit quality of its contracted shippers, and significant shortening of remaining contract term. A downgrade could also occur if proportionately consolidated debt/EBITDA does not trend towards 5x as expected or FFO/debt does not rise well above 10%. WhiteWater DBR HoldCo, LLC is an I Squared Capital backed holding company that owns a 90% controlling interest in the Delaware Basin Residue LLC natural gas pipeline and other associated assets in Texas. The principal methodology used in these ratings was Natural Gas Pipelines published in July 2018. WILLIAM INSULATION: Mark Dennis Named Subchapter V Trustee ---------------------------------------------------------- The Assistant U.S. Trustee for Region 19 appointed Mark Dennis, a certified public accountant at SL Biggs, as Subchapter V trustee for William Insulation Company, Inc. Mr. Dennis will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dennis declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark D. Dennis, CPA SL Biggs, A Division of SingerLewak, LLP 2000 S. Colorado Blvd., Tower 2, Ste. 200 Denver, CO 80222 Phone: 303-226-5471 Email: mdennis@slbiggs.com About William Insulation Company William Insulation Company, Inc. is an industrial insulation contractor in Casper, Wyo., serving the industrial insulation and fire proofing market. The Debtor filed Chapter 11 petition (Bankr. D. Wyo. Case No. 24-20024) on February 2, 2024, with $5,588,438 in assets and $10,402,598 in liabilities. Kenneth Milne, chief executive officer, signed the petition. Bradley T. Hunsicker, Esq., at Markus Williams Young & Hunsicker, LLC represents the Debtor as legal counsel. WP NEWCO: $1.01BB Bank Debt Trades at 20% Discount -------------------------------------------------- Participations in a syndicated loan under which WP NewCo LLC is a borrower were trading in the secondary market around 80.0 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 75 cents-on-the-dollar the previous week ended Feb. 2. The $1.01 billion facility is a Term loan that is scheduled to mature on May 11, 2028. The amount is fully drawn and outstanding. WP Company LLC, doing business as The Washington Post, operates as a publishing company. The Company publishes new articles in the areas of politics, opinions, sports, current affairs, entertainment, and lifestyle. The Washington Post serves customers in the States of District of Columbia, Maryland, and Virginia. WW INTERNATIONAL: $945MM Bank Debt Trades at 41% Discount --------------------------------------------------------- Participations in a syndicated loan under which WW International Inc is a borrower were trading in the secondary market around 58.9 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 71.2 cents-on-the-dollar the previous week ended Feb. 2. The $945 million facility is a Term loan that is scheduled to mature on April 13, 2028. About $942.6 million of the loan is withdrawn and outstanding. WW International Inc., formerly weight watchers international Inc., is a global company headquartered in the US that offers weight loss. XPLORNET COMMS: $200MM Bank Debt Trades at 76% Discount ------------------------------------------------------- Participations in a syndicated loan under which Xplornet Communications Inc is a borrower were trading in the secondary market around 23.6 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 27.0 cents-on-the-dollar the previous week ended Feb. 2. The $200 million facility is a Term loan that is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. Xplornet Communications Inc operates as a broadband service provider. The Company offers voice and data communication services through wireless and satellite networks. Xplornet Communications serves customers in Canada. XPLORNET COMMS: $995MM Bank Debt Trades at 52% Discount ------------------------------------------------------- Participations in a syndicated loan under which Xplornet Communications Inc is a borrower were trading in the secondary market around 47.9 cents-on-the-dollar during the week ended Friday, Feb. 9, 2024, according to Bloomberg's Evaluated Pricing service data. The loans traded in the secondary market around 60.4 cents-on-the-dollar the previous week ended Feb. 2. The $995 million facility is a Term loan that is scheduled to mature on October 1, 2028. The amount is fully drawn and outstanding. Xplornet Communications Inc operates as a broadband service provider. The Company offers voice and data communication services through wireless and satellite networks. Xplornet Communications serves customers in Canada. YEP COMMERCE: Unsecureds Will Get 2.5% of Claims in Plan -------------------------------------------------------- Yep Commerce, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a Small Business Plan of Reorganization dated February 5, 2024. The Debtor formed in the State of Delaware in September 2022 for the sole purpose of purchasing and operating the logistics company Genesis Express Transport. The Debtor is a freight logistics company specializing in serving the needs of individual shippers, small and mid-sized businesses, and enterprise customers. The Debtor commenced this chapter 11 case to, among other things, (i) avoid the liens on its trucks and trailers in favor of Umpqua, (ii) permit the Debtor time to get its trucks, trailers, and drivers back on the road, and (iii) monetize its claims and causes of action against, among others, the Levkos, RVS Lines, LLC, and Golden State Registration, for the benefit of the Debtor and its estate. With no operations in the early weeks of the case, the Debtor faced a cash shortage issue. To address its cash issues as well as title issues, the Debtor entered into a settlement agreement with Umpqua which, among other things, permitted the Debtor's to sell certain trucks free and clear of all liens and encumbrances in exchange for Umpqua to receive certain treatment and an allowed secured claim as set forth in this Plan. Under this Plan, Yep Commerce, Inc., will devote all of its projected disposable income over the next 5 years toward the payment of Creditors. Payments under the Plan will be made from income of the Debtor's business that is not reasonably necessary for the continuation, preservation, or operation of the business of the Debtor. The Plan provides for payment of Administrative Expenses, Priority Claims, including Priority Tax Claims, and Allowed Secured Claims, in accordance with the Bankruptcy Code, and projects payment to Allowed General Unsecured Claims. Class 4 consists of General Unsecured Claims. This Class shall receive rata payment of the Debtor's Projected Disposable Income, beginning in year 3, after payment of Administrative Claims and payments due to Classes 1, 2, and 3. The allowed unsecured claims total $3,996,631.74. This Class will receive a distribution of 2.5% of their allowed claims. This Class is impaired. The Shareholders of the Debtor shall retain their ownership interests in the Debtor. Holders of Class 5 Equity Interests are unimpaired and not entitled to vote to accept or reject the Plan. Holders of Class 5 Claims are deemed to have accepted the Plan. The Plan will be funded by the proceeds realized from the post Effective Date operations of the Debtor, the sale of the Debtor's assets, if any, and the Debtor's continued use of its Cash. Upon Confirmation of the Plan, all property of the Debtor, including, without limitation, tangible and intangible property will revert free and clear of all Claims and Equitable Interests, except as provided in the Plan, to the Reorganized Debtor. A full-text copy of the Plan of Reorganization dated February 5, 2024 is available at https://urlcurt.com/u?l=0KRdMn from PacerMonitor.com at no charge. Counsel to the Debtor: Brya M. Keilson, Esq. Morris James LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Tel: (302) 888-6800 Grant L. Cartwright, Esq. May Potenza Baran & Gillespie P.C. 201 N. Central Avenue, Suite 2200 Phoenix, AZ 85004-0608 Telephone: (602) 252-1900 Facsimile: (602) 252-1114 E-mail: gcartwright@maypotenza.com About Yep Commerce Yep Commerce, Inc., is a general freight trucking company. Its logistics solutions are designed to serve the needs of individual shippers, small and mid-sized businesses, as well as enterprise customers. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del Case No. 23-11820) on Nov. 6, 2023. In the petition signed by Airende Ojeomogha, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. Jason S. Levin, Esq., at Morris James LLP, is the Debtor's legal counsel. [] JTRE Equity Interest Up for Sale on February 28 -------------------------------------------------- A public sale of LLC equity interest in JTRE 14 Vesey LLC is scheduled on Feb. 28, 2024. The deadline to submit bids is on Feb. 23, 2024. The entity owns property at 14 Vesey Street, New York, located in the City Hall neighborhood. Further information on the sale, visit https:https://www.keen-summit.com/project/ucc-article-9-auction-llc-interest-with-nyc-office-building/. Additional details available in a virtual data room which accessed via - https://my.rcm1.com/handler/modern.aspx?pv=2_EwQlNz1VAm1q38iujaHQkblwvGWN288P84PbWfWYE#_top. Keen Summit Can be reached at: Keen-Summit Capital Partners LLC 1 Huntington Quadrangle Suite 2C04 Melville, New York Chris Mahoney, Tel: (646) 381-9205 Anthony Cardillo Tel: (646) 381-9212 Chris Katchadurian Tel: (646) 381-9210 [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- 99 ACQUISITION G NNAGU US (2.2) 0.4 103.2 AEMETIS INC AMTX US (200.0) (35.9) 139.7 AEON BIOPHARMA I AEON US (121.7) 2.7 334.4 AGRINAM ACQUISIT AGRI/U CN (15.3) (15.3) 149.7 ALNYLAM PHARMACE ALNY US (165.9) 2,035.7 21,337.6 ALPHATEC HOLDING ATEC US (20.6) 185.5 2,287.1 ALTRIA GROUP INC MO US (3,490.0) (5,734.0) 70,732.4 AMC ENTERTAINMEN AMC US (2,138.0) (548.7) 1,079.0 AMC ENTERTAINMEN AMCE AV (2,138.0) (548.7) 965.7 AMERICAN AIRLINE AAL US (5,202.0) (8,490.0) 9,724.7 AON PLC-CLASS A AON US (742.0) 53.0 62,579.6 ARMATA PHARMACEU ARMP US (12.4) 14.7 138.4 AULT DISRUPTIVE ADRT/U US (3.0) (1.8) 163.9 AUTOZONE INC AZO US (5,213.7) (1,828.8) 46,342.3 AVIS BUDGET GROU CAR US (28.0) (537.0) 6,117.1 BATH & BODY WORK BBWI US (2,124.0) 550.0 10,104.1 BAUSCH HEALTH CO BHC US (235.0) 824.0 2,998.3 BAUSCH HEALTH CO BHC CN (235.0) 824.0 4,031.8 BELLRING BRANDS BRBR US (286.9) 302.3 7,777.5 BEYOND MEAT INC BYND US (362.9) 392.8 460.2 BIOCRYST PHARM BCRX US (411.0) 411.7 1,198.1 BIOTE CORP-A BTMD US (51.3) 92.7 290.3 BOEING CO/THE BA US (17,228.0) 13,448.0 127,640.3 BOMBARDIER INC-A BBD/A CN (2,404.0) (4.0) 4,809.2 BOMBARDIER INC-A BDRAF US (2,404.0) (4.0) 3,570.3 BOMBARDIER INC-B BBD/B CN (2,404.0) (4.0) 4,809.2 BOMBARDIER INC-B BDRBF US (2,404.0) (4.0) 3,570.3 BOOKING HOLDINGS BKNG US (625.0) 5,647.0 131,122.4 BOSTON PIZZA R-U BPZZF US (241.3) 2.7 233.3 BOSTON PIZZA R-U BPF-U CN (241.3) 2.7 312.5 BOX INC- CLASS A BOX US (48.9) 113.7 3,928.7 BRIDGEBIO PHARMA BBIO US (1,193.7) 481.6 5,996.6 BRIDGEMARQ REAL BRE CN (52.9) 8.3 128.7 BRINKER INTL EAT US (109.5) (378.7) 1,959.3 BROOKFIELD INF-A BIPC CN 3,970.0 (3,683.0) 6,443.3 BROOKFIELD INF-A BIPC US 3,970.0 (3,683.0) 4,785.6 CALETHOS INC BUUZ US (3.4) (4.9) 104.5 CALUMET SPECIALT CLMT US (197.6) (456.8) 1,302.7 CAPRICOR THERAPE CAPR US (1.8) (3.4) 120.4 CARDINAL HEALTH CAH US (3,447.0) (628.0) 25,527.3 CARGO THERAPEUTI CRGX US - - 928.8 CARVANA CO CVNA US (202.0) 1,791.0 10,107.0 CEDAR FAIR LP FUN US (565.8) (141.1) 2,140.6 CHENIERE ENERGY CQP US (973.0) (195.0) 24,202.0 CINEPLEX INC CGX CN (39.4) (219.5) 503.1 CINEPLEX INC CPXGF US (39.4) (219.5) 375.1 COMMUNITY HEALTH CYH US (893.0) 1,099.0 532.2 COMPOSECURE INC CMPO US (238.8) 75.4 389.4 CONSENSUS CLOUD CCSI US (199.3) 107.5 379.0 COOPER-STANDARD CPS US (57.4) 258.8 307.8 CORNER GROWTH AC COOLU US (4.6) (3.5) 112.0 CORNER GROWTH AC COOL US (4.6) (3.5) 112.0 CPI CARD GROUP I PMTS US (56.7) 115.2 210.3 CYTOKINETICS INC CYTK US (438.8) 483.7 7,544.2 DELEK LOGISTICS DKL US (139.2) 32.3 1,952.2 DELL TECHN-C DELL US (2,570.0) (11,890.0) 61,340.0 DENNY'S CORP DENN US (35.8) (56.0) 550.5 DIGITALOCEAN HOL DOCN US (358.8) 287.2 3,390.5 DINE BRANDS GLOB DIN US (273.7) (120.5) 706.2 DOMINO'S PIZZA DPZ US (4,141.5) 232.7 14,827.6 DOMO INC- CL B DOMO US (150.8) (80.6) 435.8 DROPBOX INC-A DBX US (350.3) 270.3 11,465.3 EMBECTA CORP EMBC US (793.5) 392.9 935.9 ENGENE HOLDINGS ENGN US (0.1) (0.1) 266.1 ETSY INC ETSY US (622.5) 795.0 9,351.0 EVOLUS INC EOLS US (19.4) 43.5 783.0 FAIR ISAAC CORP FICO US (725.8) 132.2 32,899.4 FAT BRANDS I-CLB FATBB US (228.7) (102.3) 154.5 FAT BRANDS-CL A FAT US (228.7) (102.3) 154.5 FENNEC PHARMACEU FRX CN (10.5) 15.0 362.7 FENNEC PHARMACEU FENC US (10.5) 15.0 274.6 FERRELLGAS PAR-B FGPRB US (291.2) 133.9 248.5 FERRELLGAS-LP FGPR US (291.2) 133.9 248.5 FG ACQUISITION-A FGAA/U CN (17.0) (5.1) 111.0 FIRST SAVINGS FI FSFG US (13.6) - 118.0 FOGHORN THERAPEU FHTX US (57.4) 213.4 251.2 FORTINET INC FTNT US (463.4) 709.3 54,091.6 GCM GROSVENOR-A GCMG US (93.7) 108.9 1,647.6 GEN RESTAURANT G GENK US 36.5 10.9 253.7 GODADDY INC-A GDDY US (973.4) (1,448.3) 15,936.5 GROUPON INC GRPN US (49.3) (158.1) 624.5 H&R BLOCK INC HRB US (772.7) 153.3 6,547.7 HCM ACQUISITI-A HCMA US 276.9 1.0 131.5 HERBALIFE LTD HLF US (1,103.5) 180.7 1,196.3 HILTON WORLDWIDE HLT US (2,347.0) (1,108.0) 48,455.2 HP INC HPQ US (1,069.0) (6,511.0) 28,161.4 IMMUNITYBIO INC IBRX US (410.6) 124.8 3,058.1 INSMED INC INSM US (289.4) 729.8 4,041.5 INSPIRED ENTERTA INSE US (50.3) 64.4 247.8 INTUITIVE MACHIN LUNR US (60.0) (52.0) 482.3 INVITAE CORP NVTA-RM RM (1,083.4) 220.0 202,550.4 IRONWOOD PHARMAC IRWD US (325.7) (27.0) 2,391.9 JACK IN THE BOX JACK US (718.3) (233.6) 1,525.1 LESLIE'S INC LESL US (198.6) 187.5 1,420.8 LIFEMD INC LFMD US (11.1) (7.6) 225.2 LINDBLAD EXPEDIT LIND US (91.7) (59.9) 502.9 LOWE'S COS INC LOW US (15,147.0) 3,472.0 127,824.5 MADISON SQUARE G MSGS US (339.2) (344.8) 4,572.2 MADISON SQUARE G MSGE US (102.0) (287.8) 1,766.5 MANNKIND CORP MNKD US (251.8) 129.2 946.2 MARBLEGATE ACQ-A GATE US (12.3) (0.3) 125.2 MARBLEGATE ACQUI GATEU US (12.3) (0.3) 125.2 MARRIOTT INTL-A MAR US (661.0) (3,995.0) 72,547.6 MATCH GROUP INC MTCH US (19.1) 739.5 9,627.6 MBIA INC MBI US (1,228.0) - 314.0 MCDONALDS CORP MCD US (4,706.7) 1,127.4 209,964.8 MCKESSON CORP MCK US (1,682.0) (4,021.0) 65,881.5 MEDIAALPHA INC-A MAX US (99.7) (9.2) 924.3 METTLER-TOLEDO MTD US (149.9) 49.1 25,227.0 N/A FBLG US (4.0) (4.4) 223.8 N/A CORZ US (418.7) (177.9) 693.7 NATHANS FAMOUS NATH US (35.0) 21.1 272.6 NEW ENG RLTY-LP NEN US (64.7) - 241.2 NEXT-CHEMX CORP CHMX US (0.0) (3.2) 128.5 NIOCORP DEVELOPM NB CN (6.7) (14.2) 137.7 NORTHERN STAR -A NSTB US (0.4) (2.6) 116.1 NORTHERN STAR IN NSTB/U US (0.4) (2.6) 116.2 NOVAGOLD RES NG CN (8.2) 123.3 1,106.8 NOVAVAX INC NVAX US (678.4) (461.8) 478.7 NUTANIX INC - A NTNX US (642.2) 818.4 14,112.4 O'REILLY AUTOMOT ORLY US (1,739.3) (2,103.1) 60,598.1 OMEROS CORP OMER US (14.0) 204.2 240.1 ORGANON & CO OGN US (589.0) 1,559.0 4,186.8 OTIS WORLDWI OTIS US (4,720.0) (79.0) 36,928.8 PAPA JOHN'S INTL PZZA US (459.0) (54.8) 2,374.5 PELOTON INTERA-A PTON US (499.3) 733.1 1,669.3 PETRO USA INC PBAJ US (0.1) (0.1) 900.1 PHATHOM PHARMACE PHAT US (17.8) 202.7 385.9 PHILIP MORRIS IN PM US (9,446.0) (6,628.0) 138,354.9 PITNEY BOWES INC PBI US (368.6) (38.5) 715.9 PLANET FITNESS-A PLNT US (164.9) 267.3 6,165.9 PREVENTION INS.C PVNC US (0.2) (0.2) 709.7 PROS HOLDINGS IN PRO US (77.9) 37.3 1,709.0 PTC THERAPEUTICS PTCT US (670.8) 48.2 1,925.1 RAPID7 INC RPD US (118.2) 64.7 3,777.1 RE/MAX HOLDINGS RMAX US (63.3) 21.3 296.6 RED ROBIN GOURME RRGB US (8.7) (91.4) 160.8 REVANCE THERAPEU RVNC US (106.2) 306.4 519.0 REVIVA PHARMACEU RVPH US (8.5) (7.6) 122.8 RH RH US (333.2) 351.9 4,757.8 RIMINI STREET IN RMNI US (53.1) (56.7) 290.5 RINGCENTRAL IN-A RNG US (285.0) 447.0 3,160.2 RMG ACQUISITION RMGCU US (11.0) (7.5) 127.5 RMG ACQUISITION RMGC US (11.0) (7.5) 127.5 SABRE CORP SABR US (1,267.9) 288.1 1,571.1 SBA COMM CORP SBAC US (5,131.4) (203.2) 23,460.0 SCOTTS MIRACLE SMG US (385.4) 917.3 3,162.3 SEAGATE TECHNOLO STX US (1,814.0) 99.0 18,732.4 SEAWORLD ENTERTA SEAS US (252.4) (30.6) 3,138.4 SIRIUS XM HOLDIN SIRI US (2,565.0) (1,955.0) 18,828.1 SIX FLAGS ENTERT SIX US (335.3) (280.1) 2,130.9 SLEEP NUMBER COR SNBR US (420.7) (721.3) 226.5 SOCIAL LEVERA-A SLAC US 8.3 (6.1) 106.8 SOCIAL LEVERAGE SLACU US 8.3 (6.1) 106.8 SPARK I ACQUISIT SPKLU US (3.0) (4.0) 167.7 SPARK I ACQUISIT SPKL US (3.0) (4.0) 167.7 SPIRIT AEROSYS-A SPR US (512.8) 1,553.5 3,379.5 SQUARESPACE IN-A SQSP US (288.0) (204.6) 4,419.0 STARBUCKS CORP SBUX US (8,608.9) (2,826.1) 110,163.1 SYMBOTIC INC SYM US 171.9 161.2 26,954.4 TORRID HOLDINGS CURV US (209.2) (36.1) 517.4 TRANSAT A.T. TRZ CN (779.0) (57.7) 172.3 TRANSAT A.T. TRZBF US (779.0) (57.7) 127.9 TRANSDIGM GROUP TDG US (3,506.0) 5,578.0 62,272.9 TRAVEL + LEISURE TNL US (997.0) 648.0 2,968.5 TRINSEO PLC TSE US (21.4) 614.8 205.2 TRIUMPH GROUP TGI US (670.3) 579.8 1,133.8 TRULEUM INC TRLM US (2.3) (2.9) 140.9 UBIQUITI INC UI US (15.7) 817.9 7,092.1 UNITI GROUP INC UNIT US (2,444.4) - 1,177.9 UROGEN PHARMA LT URGN US (42.0) 156.3 585.8 VECTOR GROUP LTD VGR US (773.4) 356.4 1,551.5 VERISIGN INC VRSN US (1,581.0) (200.2) 20,095.9 WAVE LIFE SCIENC WVE US (32.6) 58.6 488.1 WAYFAIR INC- A W US (2,708.0) (212.0) 6,182.8 WINGSTOP INC WING US (475.4) 65.5 8,692.1 WINMARK CORP WINA US (34.6) 32.2 1,324.8 WORKIVA INC WK US (113.7) 509.1 5,187.0 WPF HOLDINGS INC WPFH US (0.3) (0.3) 5,030.1 WW INTERNATIONAL WW US (675.2) 24.8 363.0 WYNN RESORTS LTD WYNN US (1,709.0) 2,517.1 11,927.1 YELLOW CORP YELLQ US (447.8) (1,098.0) 232.0 YUM! BRANDS INC YUM US (7,858.0) 332.0 36,605.9 ********* 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 ***